UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
Cogent Communications Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
19239V104
--------------------------------------------------------------------------------
(CUSIP Number)
Michael Carus
Jerusalem Venture Partners
41 Madison Ave.
25th Floor
New York, NY 10010
(212) 479-5100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Sean Caplice, Esq.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP
155 Constitution Dr.
Menlo Park, CA 94025
(650) 321-2400
March 30, 2004
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 the cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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).
(Continued on following pages)
(Page 1 of 27 Pages)
CUSIP No. 19239V104 SCHEDULE 13D Page 2 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners IV, L.P. ("JVP IV")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
49,415,809, except that Jerusalem Partners IV, L.P. ("JP
IV"), the general partner of JVP IV, may be deemed to
have sole power to vote these shares; JVP Corp. IV
("JVPCIV"), the general partner of JP IV, may be deemed
to have the sole power to vote these shares; and Erel
Margalit ("Margalit"), as an officer of JVPCIV, may be
deemed to have sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 49,415,809, except that JP IV, the general partner of
WITH JVP IV, may be deemed to have sole power to dispose of
these shares; JVPCIV, the general partner of JP IV, may
be deemed to have the sole power to dispose of these
shares; and Margalit, as an officer of JVPCIV, may be
deemed to have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,415,809
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 3 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners IV-A, L.P. ("JVP IV-A")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
418,492 shares, except that JP IV, the general partner
of JVP IV-A, may be deemed to have sole power to vote
these shares; JVPCIV, the general partner of JP IV, may
be deemed to have sole power to vote these shares; and
Margalit, as an officer of JVPCIV, may be deemed to have
sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 418,492 shares, except that JP IV, the general partner
WITH of JVP IV-A, may be deemed to have sole power to dispose
of these shares; JVPCIV, the general partner of JP IV,
may be deemed to have sole power to dispose of these
shares; and Margalit, as an officer of JVPCIV, may be
deemed to have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,492
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 4 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners IV (Israel), L.P. ("JVP IV (Israel)")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,191,472 shares, except that Jerusalem Partners IV -
Venture Capital L.P. ("JP IV VC"), the general partner
of JVP IV (Israel), may be deemed to have sole power to
vote these shares; JVPCIV, the general partner of JP IV
VC, may be deemed to have sole power to vote these
shares; and Margalit, as an officer of JVPCIV, may be
deemed to have sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,191,472 shares, except that JP IV VC, the general
WITH partner of JVP IV (Israel), may be deemed to have sole
power to dispose of these shares; JVPCIV, the general
partner of JP IV VC, may be deemed to have sole power to
dispose of these shares; and Margalit, as an officer of
JVPCIV, may be deemed to have sole power to dispose of
these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,191,472
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 5 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners Entrepreneurs Fund IV, L.P. ("JVP E-Fund IV")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
444,644 shares, except that JP IV, the general partner
of JVP E-Fund IV, may be deemed to have sole power to
vote these shares; JVPCIV, the general partner of JVP
IV, may be deemed to have sole power to vote these
shares; and Margalit, as an officer of JVPCIV, may be
deemed to have sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 444,644 shares, except that JP IV, the general partner
WITH of JVP E-Fund IV, may be deemed to have sole power to
vote these shares; JVPCIV, the general partner of JVP
IV, may be deemed to have sole power to vote these
shares; and Margalit, as an officer of JVPCIV, may be
deemed to have sole power to vote these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,644
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 6 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners III, L.P. ("JVP III")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
42,684,797, except that Jerusalem Partners III, L.P.
("JP III"), the general partner of JVP III, may be
deemed to have sole power to vote these shares;
Jerusalem Venture Partners Corporation ("JVPC"), the
general partner of JP III, may be deemed to have the
sole power to vote these shares; and Margalit, as an
officer of JVPC, may be deemed to have sole power to
vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 42,684,797, except that JP III, the general partner of
WITH JVP III, may be deemed to have sole power to dispose of
these shares; JVPC, the general partner of JP III, may
be deemed to have the sole power to dispose of these
shares; and Margalit, as an officer of JVPC, may be
deemed to have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,684,797
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 7 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners Entrepreneur Fund III, L.P. ("JVP E-Fund III")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,280,012, except that JP III, the general partner of
JVP E-Fund III, may be deemed to have sole power to vote
these shares; JVPC, the general partner of JP III, may
be deemed to have the sole power to vote these shares;
and Margalit, as an officer of JVPC, may be deemed to
have sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,280,012, except that JP III, the general partner of
WITH JVP E-Fund III, may be deemed to have sole power to
dispose of these shares; JVPC, the general partner of JP
III, may be deemed to have the sole power to dispose of
these shares; and Margalit, as an officer of JVPC, may
be deemed to have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,280,012
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 8 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners III (Israel), L.P. ("JVP III (Israel)")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,197,389, except that JVP III (Israel) Mgmt, the
general partner of JVP III (Israel), may be deemed to
have sole power to vote these shares; and Margalit, as
an officer of JVP III (Israel) Mgmt, may be deemed to
have sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,197,389, except that JVP III (Israel) Mgmt, the
WITH general partner of JVP III (Israel), may be deemed to
have sole power to dispose of these shares; and
Margalit, as an officer of JVP III (Israel) Mgmt, may be
deemed to have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,197,389
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 9 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Partners IV, L.P.("JP IV")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
50,278,945 shares, of which 49,415,809 are directly
owned by JVP IV, 444,644 are directly owned by JVP
E-Fund IV and 418,492 are directly owned by JVP IV-A. JP
IV, the general partner of JVP IV, JVP E-Fund IV and JVP
IV-A, may be deemed to have sole power to vote these
shares; JVPCIV, the general partner of JP IV, may be
deemed to have sole power to vote these shares; and
Margalit, as an officer of JVPCIV, may be deemed to have
sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 50,278,945 shares, of which 49,415,809 are directly
WITH owned by JVP IV, 444,644 are directly owned by JVP
E-Fund IV and 418,492 are directly owned by JVP IV-A. JP
IV, the general partner of JVP IV, JVP E-Fund IV and JVP
IV-A, may be deemed to have sole power to dispose of
these shares; JVPCIV, the general partner of JP IV, may
be deemed to have sole power to dispose of these shares;
and Margalit, as an officer of JVPCIV, may be deemed to
have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,278,945
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 10 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Partners IV - Venture Capital, L.P.("JP IV VC")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,191,472 shares which are directly owned by JVP IV
(Israel). JP IV VC, the general partner of JVP IV
(Israel) may be deemed to have sole power to vote these
shares; JVPCIV, the general partner of JP IV VC, may be
deemed to have sole power to vote these shares; and
Margalit, as an officer of JVPCIV, may be deemed to have
sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,191,472 shares which are directly owned by JVP IV
WITH (Israel). JP IV VC, the general partner of JVP IV
(Israel) may be deemed to have sole power to dispose of
these shares; JVPCIV, the general partner of JP IV VC,
may be deemed to have sole power to dispose of these
shares; and Margalit, as an officer of JVPCIV, may be
deemed to have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,191,472
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 11 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Partners III, L.P.("JP III")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
45,964,809 shares, of which 42,684,797 are directly
owned by JVP III and 3,280,012 are directly owned by JVP
E-Fund III. JP III, the general partner of JVP III and
JVP E-Fund III, may be deemed to have sole power to vote
these shares; JVPC, the general partner of JP III, may
be deemed to have sole power to vote these shares; and
Margalit, as an officer of JVPC, may be deemed to have
sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 45,964,809 shares, of which 42,684,797 are directly
WITH owned by JVP III and 3,280,012 are directly owned by JVP
E-Fund III. JP III, the general partner of JVP III and
JVP E-Fund III, may be deemed to have sole power to
dispose of these shares; JVPC, the general partner of JP
III, may be deemed to have sole power to dispose of
these shares; and Margalit, as an officer of JVPC, may
be deemed to have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,964,809
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 12 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners III (Israel) Management Company Ltd.
("JVP III (Israel) Mgmt")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,197,389 shares, all of which are directly owned by JVP
III (Israel). JVP III (Israel) Mgmt, the general partner
of JVP III (Israel), may be deemed to have sole power to
vote these shares; and Margalit, as an officer of JVP
III (Israel) Mgmt, may be deemed to have sole power to
vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,197,389 shares, all of which are directly owned by JVP
WITH III (Israel). JVP III (Israel) Mgmt, the general partner
of JVP III (Israel), may be deemed to have sole power to
dispose of these shares; and Margalit, as an officer of
JVP III (Israel) Mgmt, may be deemed to have sole power
to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,197,389
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 13 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerusalem Venture Partners Corporation ("JVPC")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
45,964,809 shares, of which 42,684,797 are directly
owned by JVP III and 3,280,012 are directly owned by JVP
E-Fund III. JVPC, is the general partner of JP III, the
general partner of JVP III and JVP E-Fund III, and may
be deemed to have sole power to vote these shares; and
Margalit, as an officer of JVPC, may be deemed to have
sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 45,964,809 shares, of which 42,684,797 are directly
WITH owned by JVP III and 3,280,012 are directly owned by JVP
E-Fund III. JVPC, is the general partner of JP III, the
general partner of JVP III and JVP E-Fund III, and may
be deemed to have sole power to dispose of these shares;
and Margalit, as an officer of JVPC, may be deemed to
have sole power to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,964,809
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 14 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JVP Corp. IV ("JVPCIV")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
51,470,417 shares, of which 49,415,809 are directly
owned JVP IV, 418,492 are directly owned by JVP IV-A,
444,644 are directly owned by JVP E-Fund IV and
1,191,472 are directly owned by JVP IV (Israel). JVPCIV,
is the general partner of JP IV, the general partner of
JVP IV, JVP IV-A and JVP E-Fund IV, and the general
partner of JP IV VC the general partner of JVP IV
(Israel), and may be deemed to have sole power to vote
these shares; and Margalit, as an officer of JVPCIV, may
be deemed to have sole power to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 51,470,417 shares, of which 49,415,809 are directly
WITH owned JVP IV, 418,492 are directly owned by JVP IV-A,
444,644 are directly owned by JVP E-Fund IV and
1,191,472 are directly owned by JVP IV (Israel). JVPCIV,
is the general partner of JP IV, the general partner of
JVP IV, JVP IV-A and JVP E-Fund IV, and the general
partner of JP IV VC the general partner of JVP IV
(Israel), and may be deemed to have sole power to
dispose of these shares; and Margalit, as an officer of
JVPCIV, may be deemed to have sole power to dispose of
these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,470,417
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
CUSIP No. 19239V104 SCHEDULE 13D Page 15 of 27 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Erel Margalit ("Margalit")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israeli Citizen
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
98,632,615 shares, of which 49,415,809 are directly
owned by JVP IV, 418,492 are directly owned by JVP IV-A,
444,644 are directly owned by JVP E-Fund IV, 1,191,472
are directly owned by JVP IV (Israel), 42,684,797 are
directly owned by JVP III, 3,280,012 are directly owned
by JVP E-Fund III, and 1,197,389 are directly owned by
JVP III (Israel). Margalit is an officer of JVPCIV,
which is the general partner of (i) JP IV, which is the
general partner of JVP IV, JVP IV-A and JVP E-Fund IV,
and JP IV VC which is the general partner of JVP IV
(Israel), and (ii) an officer of JVPC which is the
general partner of JP III, which is the general partner
of JVP III and JVP E-Fund III, and (iii) an officer of
JVP III (Israel) Mgmt, which is the general partner of
JVP III (Israel), and may be deemed to have sole power
to vote these shares.
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See response to Row 7.
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 98,632,615 shares, of which 49,415,809 are directly
WITH owned by JVP IV, 418,492 are directly owned by JVP IV-A,
444,644 are directly owned by JVP E-Fund IV, 1,191,472
are directly owned by JVP IV (Israel), 42,684,797 are
directly owned by JVP III, 3,280,012 are directly owned
by JVP E-Fund III, and 1,197,389 are directly owned by
JVP III (Israel). Margalit is an officer of JVPCIV,
which is the general partner of (i) JP IV, which is the
general partner of JVP IV, JVP IV-A and JVP E-Fund IV,
and JP IV VC which is the general partner of JVP IV
(Israel), and (ii) an officer of JVPC which is the
general partner of JP III, which is the general partner
of JVP III and JVP E-Fund III, and (iii) an officer of
JVP III (Israel) Mgmt, which is the general partner of
JVP III (Israel), and may be deemed to have sole power
to dispose of these shares.
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,632,615
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* Please see Item 5 with respect to the determination of the number of shares of
Common Stock deemed to be outstanding
Statement on Schedule 13D
This Amendment No. 1 to Schedule 13D is being filed to report the
acquisition of 529 shares of Series J Preferred Stock, which is convertible into
common stock, par value $0.001 per share (the "Common Stock"), of Cogent
Communications Group, Inc., a Delaware corporation (the "Company"). This
Amendment No. 1 supplements and amends the Schedule 13D originally filed with
the Securities and Exchange Commission on August 11, 2003 (the "Original
Filing"). 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 Original Filing, unless otherwise indicated herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by adding the following paragraph:
On March 30, 2004, the Company entered into an Agreement and Plan of
Merger (listed as Exhibit G hereto, the "Merger Agreement") whereby, as of the
effective date of such agreement, the shares of common stock of Symposium Omega,
Inc. ("Symposium") were automatically converted into Series J Participating
Convertible Preferred Stock of the Company, par value $0.001 (the "Series J
Preferred Stock"). JVP IV, JVP IV-A, JVP E-Fund IV, JVP IV (Israel), JVP III,
JVP E-Fund III and JVP III (Israel) previously held 529 shares of common stock
of Symposium, all of which was converted into 529 shares of Series J Preferred
Stock of the Company.
Upon the satisfaction of the conditions to close set forth in the
Merger Agreement, on March 30, 2004, JVP III received 45.2 shares of Series J
Preferred Stock in exchange for 45.2 shares of Symposium common stock; JVP
E-Fund III received 3.4 shares of Series J Preferred Stock in exchange for 3.4
shares of Symposium common stock; JVP III (Israel) received 1.4 shares of Series
J Preferred Stock in exchange for 1.4 shares of Symposium common stock; JVP IV
received 459.8 shares of Series J Preferred Stock in exchange for 459.8 shares
of Symposium common stock; JVP IV-A received 3.8 shares of Series J Preferred
Stock in exchange for 3.8 shares of Symposium common stock; JVP E-Fund IV
received 4.2 shares of Series J Preferred Stock in exchange for 4.2 shares of
Symposium common stock; and JVP IV (Israel) received 11.2 shares of Series J
Preferred Stock in exchange for 11.2 shares of Symposium common stock. The
consideration paid by each Reporting Person for each foregoing purchase price
was paid solely in exchange for all of the shares of Symposium common stock held
by such Reporting Person. No part of the purchase price was borrowed by such
Reporting Persons for the purpose of acquiring such securities.
Each share of Series J Preferred Stock will be convertible into Common
Stock at an initial conversion price of $0.16130000, or at an initial conversion
rate of approximately 30,998.15 shares of Common Stock for each share of Series
J Preferred Stock converted.
All such conversion ratios are subject to antidilution adjustments
(subject to certain exceptions) and certain other adjustments as set forth in
the Certificates of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights and Qualifications, Limitations and
Restrictions of Series J Preferred Stock of the Company listed as Exhibit J
hereto (the "Certificate of Designation").
This Item 3 (and the other Items of this statement) does not provide a
complete description of the Merger Agreement or the Certificate of Designation
and each such description is qualified in its entirety by reference to the
respective agreement or document, which are listed as Exhibits G and H hereto
respectively.
Page 16 of 27
ITEM 4. PURPOSE OF TRANSACTION.
Each of JVP IV, JVP IV-A, JVP E-Fund IV, JVP IV (Israel), JVP III, JVP
E-Fund III and JVP III (Israel) holds the securities described in Item 5 of this
statement for investment purposes only.
The Company entered into the Merger Agreement pursuant to which the
Company issued, and each of JVP IV, JVP IV-A, JVP E-Fund IV, JVP IV (Israel),
JVP III, JVP E-Fund III and JVP III (Israel) received, the number of shares of
Series J Preferred Stock all as described in Item 3 above. As a condition to the
closing under the Merger Agreement, the Company is obligated to file the
Certificate of Designation, which provides that the Series J Preferred Stock has
certain "weighted average" antidilution protection with respect to the
conversion price of such Series J Preferred Stock and certain liquidation,
conversion and voting rights. Descriptions of such rights contained herein are
qualified in their entirety by reference to the Certificate of Designation
listed as Exhibit H hereto.
Certificates of Designation - Conversion of Series J Preferred Stock.
Pursuant to the Certificate of Designation, all of the shares of Series J
Preferred Stock shall be automatically converted into Common Stock upon the
public offering by the Company of its Common Stock in which the cash proceeds
are at least $50,000,000. The Series J Preferred Stock may also be converted at
any time at the election of each holder.
Certificate of Designation - Dividends. In the event that any dividend
or other distribution payable in cash or other property is declared on the
Common Stock or any security that is pari passu or junior to the Series J
Preferred Stock (other than dividends payable solely in shares of Common Stock),
the shares of Series J Preferred Stock shall be entitled to receive an amount
equal per share (on an as-if converted to Common Stock basis) to the amount paid
or set aside for each share of Common Stock or other security that is pari passu
or junior to the Series J Preferred Stock. As of the date hereof, there are no
dividends declared on the Series J Preferred Stock.
Certificate of Designation - Voting. As set forth in the Certificate of
Designation, and except as otherwise provided by applicable law, the holders of
Series J Preferred Stock (i) shall be entitled to vote with the holders of
Common Stock on all matters submitted for a vote of holders of Common Stock
except for a vote with respect to the election of directors and (ii) shall be
entitled to one vote for each share of Common Stock such holder of Series J
Preferred Stock would receive upon conversion of such share of Series J
Preferred Stock into Common Stock.
Certificate of Designation - Liquidation Preference. In the event of
the Company's liquidation, dissolution or winding up or upon a merger or
acquisition of the Company by another company or person or any other change in
control transaction, the holders of the Series J Preferred Stock will be
entitled to a primary liquidation preference before any amounts are paid to the
holders of Common Stock or any other equity securities of the Company (other
than the primary liquidation preference of the Series F Participating
Convertible Preferred Stock, Series G Participating Convertible Preferred Stock,
Series H Participating Convertible Preferred Stock and Series I Participating
Convertible Preferred Stock (collectively, the "Other Preferred Stock"), which
liquidation preference shall be pari passu with the primary liquidation
preference of the Series J Preferred Stock). The primary liquidation preference
of the Series J Preferred Stock is equal to the amount of consideration
originally exchanged for the Series J Preferred Stock, or $5,000 per share. In
addition, the holders of the Series J Preferred Stock will be entitled to a
secondary liquidation preference before any additional amounts are paid to the
holders of the Common Stock or any other equity securities of the Company (other
than the primary liquidation preference of the Other Preferred Stock, which
liquidation preference shall be pari passu with the secondary liquidation
preference of the Series J Preferred Stock). The secondary liquidation
preference of the Series J Preferred Stock is equal to $10,000 per share. In
addition, the holders of the Series J Preferred Stock shall participate with the
holders of the Common Stock and the Other Preferred Stock
Page 17 of 27
ratably on an as-converted basis, in the distribution of the remaining assets of
the Company available for distribution.
Stockholders Agreement - Board Representation. In connection with, and
pursuant to, the Merger Agreement, JVP IV, JVP IV-A, JVP E-Fund IV, JVP IV
(Israel), JVP III, JVP E-Fund III and JVP III (Israel) entered into a Third
Amended and Restated Stockholders Agreement, dated as of March 30, 2004, by and
among the Company and certain stockholders of the Company (the "Stockholders
Agreement"), listed as Exhibit I hereto. Pursuant to the terms of Stockholders
Agreement, certain investors are entitled to nominate persons to the Board of
Directors of the Company, and each of the stockholders that are a party to the
Stockholders Agreement agree to vote his or its shares of Common Stock to elect
such persons to the Board of Directors of the Company. Jerusalem Venture
Partners (and its affiliates) is entitled to nominate two members to the current
ten member Board of Directors of the Company.
Stockholders Agreement - Protective Provisions. Pursuant to the terms
of the Stockholders Agreement, the Company may not, without first obtaining the
approval of the holders of not less than two-thirds (2/3) of the issued and
outstanding shares of Series G Preferred Stock, Series I Preferred Stock and
Series J Preferred Stock, voting together as a single class, (i) designate,
authorize, create, issue, sell, redeem or repurchase shares of any class or
series of capital stock, (ii) declare or pay any dividends or make any
distributions with respect to any outstanding equity securities, (iii) approve
the merger, consolidation, dissolution or liquidation of the Company or any
subsidiary, (iv) increase of decrease the number of authorized shares of Common
Stock or preferred stock of the Company, (v) sell all or substantially all of
the assets of the Company and its subsidiaries, (vi) cause a material change in
the nature of the business or strategic direction of the Company and its
subsidiaries, (vii) approve the filing for bankruptcy or any decision not to
take action to prevent a filing for bankruptcy or oppose an involuntary filing
for bankruptcy, (viii) approve the establishment and maintenance of an Executive
Committee of the Board of Directors or increase or decrease the number of
directors composing the Board of Directors or (ix) amend, repeal or modify any
provision of the Company's certificate of incorporation in a manner that
adversely affects the rights, powers or preferences of the Preferred Stock.
Stockholders Agreement - Right of First Offer With Respect to
Additional Issuances of Securities by the Company . Pursuant to the terms of the
Stockholders Agreement, the Company is obligated to offer any additional sales
or other issuances of securities of the Company first to the stockholders who
are a party to the Stockholders Agreement and hold at least a certain number of
shares of preferred stock of the Company as set forth in the Stockholders
Agreement. As of the date hereof, each of JVP III and JVP IV (and their
affiliated funds) are entitled to such right of first offer.
Stockholders Agreement - Right of First Refusal and Right of
Participation With Respect to Stock Held by David Schaeffer. Pursuant to the
terms of the Stockholders Agreement, the stockholders who are a party to the
Stockholders Agreement have a right of first refusal and a right of
participation with respect to certain dispositions of securities held by David
Schaeffer.
Registration Rights Agreement - Registration of Shares of Common Stock
for Resale. In connection with, and pursuant to, the Merger Agreement, JVP IV,
JVP IV-A, JVP E-Fund IV, JVP IV (Israel), JVP III, JVP E-Fund III and JVP III
(Israel) entered into a Fourth Amended and Restated Registration Rights
Agreement with the Company and certain other investors, dated as of March 30,
2004 (the "Registration Rights Agreement"), listed as Exhibit J hereto. Pursuant
to the terms of the Registration Rights Agreement, at any time after the earlier
of (i) the date which is three years after the date of the Registration Rights
Agreement and (ii) the date that is 6 months after the first public offering of
securities of the Company after the date of the Registration Rights Agreement,
the holders of more than 50% of the Common Stock issued or issuable upon the
conversion of the Preferred Stock (or otherwise distributed in
Page 18 of 27
respect of the Preferred Stock) may request the Company to register the Common
Stock issued or issuable upon the conversion of the Preferred Stock (or
otherwise distributed in respect of the Preferred Stock).
The foregoing summary of the Merger Agreement, the Certificate of
Designation, the Stockholders Agreement and the Registration Rights Agreement
and the agreements and transactions contemplated thereby is qualified in its
entirety by reference to the Merger Agreement, the Certificate of Designation,
the Stockholders Agreement and the Registration Rights Agreement, listed as
Exhibits G, H, I and J hereto, respectively, and incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The approximate percentages of shares of Common Stock
reported as beneficially owned by the Reporting Persons is based upon 14,300,575
shares of Common Stock outstanding as of March 30, 2004, plus 68,199,901 shares
of Common Stock issuable upon conversion of the Series F Preferred Stock,
254,942,365 shares of Common Stock issuable upon conversion of the Series G
Preferred Stock, 41,180,769 shares of Common Stock issuable upon conversion of
the Series H Preferred Stock, 15,962,585 shares of Common Stock issuable upon
conversion of the Series I Preferred Stock, and 120,605,215 shares of Common
Stock issuable upon conversion of the Series J Preferred Stock, all as reported
by the Company to the Reporting Persons.
In order to provide accurate disclosure with respect to the percentage
of Common Stock reported as beneficially owned by each of the Reporting Persons,
the percentage beneficially owned by each Reporting Person was calculated on a
fully diluted, as converted basis of all of the Company's issued and outstanding
Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock,
Series I Preferred Stock and Series J Preferred Stock, including shares held by
third parties. In the interests of full disclosure, if such percentage for each
Reporting Person was based solely on the Common Stock outstanding plus the
shares of Common Stock issuable upon conversion of the Preferred Stock deemed to
be beneficially owned by such Reporting Person, the percentages would be as
follows: 77.0% for JVP III, 18.8% for JVP E-Fund III, 7.8% for JVP III (Israel)
and JPVIII (Israel) Mgmt, 79.0% for JVP IV, 2.8% for JVP IV-A, 3.0% for JVP
E-Fund IV, 7.7% for JVP IV (Israel) and JP IV VC, 79.3% for JP IV, 78.5% for JP
III and JVPC, 79.7% for JVPCIV and 89.7% for Margalit.
Amounts shown as beneficially owned by each of JVP III, JP III, JVPC
and Margalit include (i) 1,587,498 shares of Common Stock directly owned by JVP
III and (ii) 41,097,299 shares of Common Stock into which the shares of
Preferred Stock purchased by JVP III may be initially converted.
Amounts shown as beneficially owned by each of JVP E-Fund III, JP III,
JVPC and Margalit include (i) 122,030 shares of Common Stock directly owned by
JVP E-Fund III and (ii) 3,157,982 shares of Common Stock into which the shares
of Preferred Stock purchased by JVP E-Fund III may be initially converted.
Amounts shown as beneficially owned by each of JVP III (Israel), JVP
III (Israel) Mgmt and Margalit include (i) 44,420 shares of Common Stock
directly owned by JVP III (Israel) and (ii) 1,152,969 shares of Common Stock
into which the shares of Preferred Stock purchased by JVP III (Israel) may be
initially converted.
Amounts shown as beneficially owned by each of JVP IV, JP IV, JVPCIV
and Margalit include (i) 1,175,864 shares of Common Stock directly owned by JVP
IV and (ii) 48,239,945 shares of Common Stock into which the shares of Preferred
Stock purchased by JVP IV may be initially converted.
Amounts shown as beneficially owned by each of JVP IV-A, JP IV, JVPCIV
and Margalit include (i) 8,663 shares of Common Stock directly owned by JVP IV-A
and (ii) 409,829 shares
Page 19 of 27
of Common Stock into which the shares of Preferred Stock purchased by JVP IV-A
may be initially converted.
Amounts shown as beneficially owned by each of JVP E-Fund IV, JP IV,
JVPCIV and Margalit include 444,644 shares of Common Stock into which the shares
of Preferred Stock purchased by JVP E-Fund IV may be initially converted.
Amounts shown as beneficially owned by each of JVP IV (Israel), JP IV
VC, JVPCIV and Margalit include (i) 18,649 shares of Common Stock directly owned
by JVP IV (Israel) and (ii) 1,172,823 shares of Common Stock into which the
shares of Preferred Stock purchased by JVP IV (Israel) may be initially
converted.
By virtue of their potential status as a "group" with the stockholders
of the Company that are parties to the Stockholders Agreement (which
stockholders are set forth in Item 6 below) due to the voting agreement with
respect to the appointment of directors set forth in the Stockholders Agreement,
for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have
shared voting and dispositive power over the shares owned by such stockholders.
Except to the extent explicitly set forth herein, neither the filing of this
statement nor any of its contents shall be deemed to constitute an admission
that any Reporting Person is the beneficial owner of any Common Stock referred
to in this statement for the purposes of Section 13(d) of the Securities
Exchange Act of 1934 or for any other purpose, and such beneficial ownership is
expressly disclaimed. Please see Items 7, 8, 9, 10, 11, and 13 for each cover
sheet for each Reporting Person.
(c) Except as set forth in Item 4 above, none of the Reporting Persons
has effected any transaction in the Common Stock during the past 60 days.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement attached hereto as Exhibit A,
with respect to the joint filing of this statement and any amendment or
amendments hereto.
The Merger Agreement was entered into as of March 30, 2004. Certain
terms and conditions of the Merger Agreement and the Certificate of Designation
are described in Items 3 - 5 above.
The Stockholders Agreement was entered into as of March 30, 2004 by the
Company, Oak Investment Partners IX, Oak IX Affiliates Fund, Oak Investment
Partners Affiliates Fund - A, Jerusalem Venture Partners III, L.P., Jerusalem
Venture Partners III (Israel), L.P., Jerusalem Venture Partners Entrepreneur
Fund III, L.P., Jerusalem Venture Partners IV, L.P., Jerusalem Venture Partners
IV (Israel), L.P., Jerusalem Venture Partners IV - A, L.P., Jerusalem Venture
Partners Entrepreneurs Fund IV, L.P., Worldview Technology Partners III, L.P.,
Worldview Technology International III, L.P., Worldview Strategic Partners III,
L.P., Worldview III Carrier Fund, L.P., Worldview Technology Partners IV, L.P.,
Worldview Technology International IV, L.P., Worldview Strategic Partners IV,
L.P., Broadview Capital Partners L.P., Broadview Capital Partners Qualified
Purchaser Fund L.P., Broadview Capital Partners Affiliates Fund LLC, Boulder
Ventures III, L.P., Boulder Ventures III (Annex), L.P.,
Page 20 of 27
NAS Partners I L.L.C., Nassau Capital Partners IV, L.P., Cisco Systems Capital
Corporation, David Schaeffer and certain other stockholders whose names are set
forth on Schedule I to the Stockholders Agreement. Certain terms and conditions
of the Stockholders Agreement are described in Item 4 above.
The Registration Rights Agreement was entered into as of March 30,
2004. Certain terms and conditions of the Registration Rights Agreement are
described in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Agreement of Reporting Persons, dated August 4, 2003, among the
Reporting Persons.
Exhibit G Agreement and Plan of Merger, dated as of March 30, 2004, by and
among the Company and the investors named therein (filed as Exhibit
2.6 to the 10-K filed with the Commission by the Company on March
30, 2004, and incorporated herein by reference).
Exhibit H Corrected Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications,
Limitations and Restrictions of Series J Participating Convertible
Preferred Stock of the Company (filed as Exhibit 3.7 to the 10-K
filed with the Commission by the Company on March 30, 2004, and
incorporated herein by reference).
Exhibit I Third Amended and Restated Stockholders Agreement, dated as of March
30, 2004, by and among the Company and the stockholders named
therein (filed as Exhibit 10.1 to the 10-K filed with the Commission
by the Company on March 30, 2004, and incorporated herein by
reference).
Exhibit J Fourth Amended and Restated Registration Rights Agreement, dated as
of March 30, 2004, by and among the Company and the stockholders
named therein (filed as Exhibit 10.2 to the 10-K filed with the
commission by the Company on March 30, 2004, and incorporated herein
by reference).
Page 21 of 27
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: March 31, 2004
JERUSALEM VENTURE PARTNERS IV, L.P.,
a Delaware Limited Partnership
By: Jerusalem Partners IV, L.P.
its General Partner
By: JVP Corp. IV
its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS IV-A, L.P.,
a Delaware Limited Partnership
By: Jerusalem Partners IV, L.P.
its General Partner
By: JVP Corp. IV
its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS ENTREPRENUERS FUND IV, L.P.,
a Delaware Limited Partnership
By: Jerusalem Partners IV, L.P.
its General Partner
By: JVP Corp. IV
its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Page 22 of 27
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS IV (Israel), L.P.,
an Israel Limited Partnership
By: Jerusalem Partners IV-Venture Capital, L.P.
its General Partner
By: JVP Corp. IV
its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS III, L.P.,
a Delaware Limited Partnership
By: Jerusalem Partners III, L.P.
its General Partner
By: Jerusalem Venture Partners Corporation
its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS ENTREPRENUER FUND III, L.P.,
a Delaware Limited
Partnership
By: Jerusalem Partners III, L.P.
its General Partner
By: Jerusalem Venture Partners Corporation
its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Page 23 of 27
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS III (Israel), L.P.,
an Israel Limited Partnership
By: Jerusalem Venture Partners III (Israel)
Management Company Ltd. its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM PARTNERS IV, L.P.,
a Delaware Limited Partnership
By: JVP Corp. IV
its General Partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM PARTNERS IV- VENTURE CAPITAL, L.P.,
an Israeli Limited Partnership
By: JVP Corp. IV
Its general partner
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS CORPORATION,
a Cayman Islands Corporation
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Page 24 of 27
Date: March 31, 2004
JVP CORP. IV,
a Cayman Island Corporation
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
JERUSALEM VENTURE PARTNERS III (ISRAEL)
MANAGEMENT COMPANY LTD.,
an Israel corporation
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit, Officer
Date: March 31, 2004
EREL MARGALIT
By: /s/ Erel Margalit
----------------------------------------------------
Erel Margalit
Page 25 of 27
INDEX TO EXHIBITS
EXHIBIT A Agreement of Reporting Persons, dated August 4, 2003, among the
Reporting Persons.
EXHIBIT G Agreement and Plan of Merger, dated as of March 30, 2004, by and
among the Company and the investors named therein (filed as
Exhibit 2.6 to the 10-K filed with the Commission by the Company
on March 30, 2004, and incorporated herein by reference).
EXHIBIT H Corrected Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions of Series J
Participating Convertible Preferred Stock of the Company (filed
as Exhibit 3.7 to the 10-K filed with the Commission by the
Company on March 30, 2004, and incorporated herein by reference).
EXHIBIT I Third Amended and Restated Stockholders Agreement, dated as of
March 30, 2004, by and among the Company and the stockholders
named therein (filed as Exhibit 10.1 to the 10-K filed with the
Commission by the Company on March 30, 2004, and incorporated
herein by reference).
EXHIBIT J Fourth Amended and Restated Registration Rights Agreement, dated
as of March 30, 2004, by and among the Company and the
stockholders named therein (filed as Exhibit 10.2 to the 10-K
filed with the Commission by the Company on March 30, 2004, and
incorporated herein by reference).
Page 26 of 27
Exhibit A
Agreement of Reporting Persons
The Reporting Persons have agreed that a single Schedule 13D (or any
amendment thereto) relating to the Common Stock of Cogent Communications Group,
Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies
of the applicable agreement are already on file with the appropriate agencies.
Page 27 of 27