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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
COGENT COMMUNICATIONS GROUP INC.
------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
------------------------------------------------------
(Title of Class of Securities)
19239V104
------------------------------------------------------
(CUSIP Number)
JASON KALOGEROPOULOS
BNP EUROPE TELECOM & MEDIA FUND II, L.P.
C/O CIBC FINANCIAL CENTER, THIRD FLOOR,
11, DR. ROY'S DRIVE,
P.O. BOX 694 GT
GRAND CAYMAN, CAYMAN ISLANDS,
BRITISH WEST INDIES
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 23, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
2
CUSIP No. 19239V104
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
BNP EUROPE TELECOM & MEDIA FUND II, L.P.
NOT APPLICABLE
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
NOT APPLICABLE
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
CAYMAN ISLANDS, BRITISH WEST INDIES
--------------------------------------------------------------------------------
7. Sole Voting Power
0(1)
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 0(1)
----------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
------------------------
(1) BNP Europe Telecom & Media Fund II, L.P. ("BNP ETMF") sold all of its
shares of common stock, par value $0.001 per share (the "Common Stock") in
Cogent Communications Group, Inc. (the "Company") pursuant to an
underwriting agreement by and among BNP ETMF, the Company, Cogent
Communications, Inc., the Underwriter and the other selling stockholders
named therein, dated March 19, 2007.
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CUSIP No. 19239V104
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
GENERAL BUSINESS FINANCE AND INVESTMENTS, LTD.
NOT APPLICABLE
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
NOT APPLICABLE
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
CAYMAN ISLANDS, BRITISH WEST INDIES
--------------------------------------------------------------------------------
7. Sole Voting Power
0(2)
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 0(2)
----------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
------------------------
(2) General Business Finance and Investments, Ltd is the general partner of
BNP ETMF.
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STATEMENT ON SCHEDULE 13D
This Amendment No. 6 to the Statement on Schedule 13D supplements and amends
Amendment No. 5 to the Statement on Schedule 13D filed by BNP Europe Telecom &
Media Fund II, L.P., a limited partnership formed under the laws of the Cayman
Islands, British West Indies ("BNP ETMF"), General Business Finance and
Investments, Ltd., a company formed under the laws of the Cayman Islands,
British West Indies ("GBFI"), Natio Vie Developpement 3, Fonds Commun de
Placement a Risque, a limited partnership formed under the laws of France and
BNP Paribas Private Equity SAS, a societe anonyme formed under the laws of
France with the Securities and Exchange Commission on November 29, 2006 (the
"Previous Filing"). This Amendment No. 6 is being filed to report the sale by
BNP ETMF of 2,850,860 shares of common stock, par value $0.001 per share (the
"Common Stock") in Cogent Communications Group, Inc. (the "Company"). Only those
items that are hereby reported are amended; all other items remain unchanged.
All capitalized terms shall have the meanings assigned to them in the Previous
Filing, unless otherwise indicated herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented by the addition of the following
paragraphs:
On March 19, 2007, the Company entered into an underwriting agreement (the
"Underwriting Agreement") with BNP ETMF, Cogent Communications, Inc., the other
selling stockholders named therein and Deutsche Bank Securities Inc. (the
"Underwriter"), pursuant to which the various selling stockholders agreed to
sell 7,683,888 shares of Common Stock to the Underwriter at $23.41 per share.
The offering closed on March 23, 2007. BNP ETMF sold 2,850,860 shares of Common
Stock at a price of $23.41 per share pursuant to the Underwriting Agreement.
This Item 3 does not provide a complete description of the Underwriting
Agreement and such description is qualified in its entirety by reference to the
Underwriting Agreement filed as Exhibit 1.1 to the Company's current report on
Form 8-K, filed with the Securities and Exchange Commission on March 23, 2007.
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ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Previous Filing is hereby deleted and replaced in its entirety
with the following:
Neither BNP ETMF nor GBFI has any present plans or proposals that relate to or
would result in: (i) the acquisition by any person of securities of the Company,
or the disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present Board of Directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) changes in the Company's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those
enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
(c) Except as set forth in Items 3 and 4 above, neither BNP ETMF nor GBFI has
effected any transaction in the Common Stock during the past 60 days.
(e) BNP ETMF ceased to be the beneficial owner of any shares of the Company's
Common Stock on March 23, 2007.
7
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended as follows:
In connection with the sale of Common Stock, the Company entered into the
Underwriting Agreement, which is attached as exhibit 1.1 to the Company's Form
8-K filed with the Securities and Exchange Commission on March 23, 2007 and
incorporated herein by reference.
8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 19, 2007
/s/ Martin Laidlaw
-----------------------------------
Name: Martin Laidlaw
Title: Authorized Signatory
/s/ Avery Lewis
-----------------------------------
Name: Avery Lewis
Title: Authorized Signatory
GENERAL BUSINESS FINANCE AND INVESTMENTS LTD. and BNP EUROPE TELECOM & MEDIA
FUND II, LP, by General Business Finance and Investments Ltd., its General
Partner by Commerce Advisory Limited, its Partnership Secretary
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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