UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | April 7, 2010 |
Cogent Communications Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 1-31227 | 52-2337274 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1015 31st St. NW, Washington, District of Columbia | 20007 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 202-295-4200 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 7, 2010, the Company and Mr. David Schaeffer, President and CEO of the Company, amended Mr. Schaeffer's employment agreement dated February 7, 2000 (as amended) to delete section 8 headed Parachute Payments from the employment agreement. The effect of this action is to eliminate the Company's obligation to make excise tax gross-up payments to Mr. Schaeffer in a change of control circumstance. This is Amendment No. 5 to Mr. Schaeffer's employment agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 8.01 Other Events.
In addition to the specific modification of Mr. Schaeffer's employment agreement noted under Item 1.01, the Company has adopted a Policy Against Excise Tax Gross-ups on "Golden Parachute" Payments, with effect from April 7, 2010. A copy of this new policy is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cogent Communications Group, Inc. | ||||
April 7, 2010 | By: |
David Schaeffer
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Name: David Schaeffer | ||||
Title: Chairman, President & Chief Executive Officer |
Exhibit Index
Exhibit No. | Description | |
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10.1
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Amendment No. 5 to Employment Agreement of Dave Schaeffer, dated April 7, 2010 (filed herewith). | |
99.1
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Policy Against Excise Tax Gross-ups on "Golden Parachute" Payments, with effect from April 7, 2010 (filed herewith). |