-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DM4Z/I3R+HUZ1/MynmZGyXpsysm9R2TN7GOVRzffofR3kS1NP6DHZ3mTyauHOfl1 8odM30dURxJwMUPph6SUgg== 0000929624-01-000299.txt : 20010223 0000929624-01-000299.hdr.sgml : 20010223 ACCESSION NUMBER: 0000929624-01-000299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHPOINT COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001080558 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522147716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-29828 FILM NUMBER: 1547333 BUSINESS ADDRESS: STREET 1: 303 2ND STREET STREET 2: 10TH FLOOR, NORTH TOWER CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4154034003 MAIL ADDRESS: STREET 1: 222 SUTTER STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FORMER COMPANY: FORMER CONFORMED NAME: NORTHPOINT COMMUNICATIONS HOLDINGS INC DATE OF NAME CHANGE: 19990224 8-K 1 0001.txt NORTHPOINT COMMUNICATIONS - FORM 8-K 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) February 8, 2001 _____________________ NORTHPOINT COMMUNICATIONS GROUP, INC. ------------------------------------- (Exact name of registrant as specified in charter) Delaware 000-29828 52-2147716 ---------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 5858 Horton Street, Emeryville, CA 94608 ---------------------------------------- (Address of principal executive offices) Registrants' telephone numbers, including area codes: (510) 450-7300 Item 5. Other Events. On February 8, 2001, NorthPoint Communications, Inc. and NorthPoint Communications Group, Inc. executed amendment no. 1 to their existing Debtor in Possession credit agreement, a copy of which is attached hereto as Exhibits 99.1 and incorporated herein in its entirety by reference. On February 8, 2001, NorthPoint Communications Group, Inc. announced that its common stock had been delisted from the Nasdaq Stock Market and issued a press release regarding this matter, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein in its entirety by reference. Item 7. Exhibits. (c) Exhibits * 99.1 Amendment No. 1 to Debtor in Possession Credit Facility, dated February 8, 2001. * 99.2 Press Release dated February 8, 2001. ___________________________ * Filed herewith. INDEX TO EXHIBITS ----------------- Exhibit No. Description - ----------- ----------- 99.1 Amendment No. 1 to Debtor in Possession Credit Facility, dated February 8, 2001. 99.2 Press Release dated February 8, 2001. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Dated: February 14, 2001 NORTHPOINT COMMUNICATIONS GROUP, INC. By: /s/ Elizabeth A. Fetter ------------------------------------------- Elizabeth A. Fetter Chief Executive Officer, President and Secretary EX-99.1 2 0002.txt AMENDMENT #1 TO DEBTOR IN POSSESSION CREDIT Exhibit 99.1 AMENDMENT NO. 1 TO DEBTOR IN POSSESSION CREDIT, SECURITY AND GUARANTY AGREEMENT This AMENDMENT NO. 1, dated as of January 26, 2001 (this "Amendment"), to the Debtor in Possession Credit, Security and Guaranty Agreement, dated as of January 16, 2001 (the "Credit Agreement"), by and among NORTHPOINT COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), NORTHPOINT COMMUNICATIONS GROUP, INC., a Delaware corporation ("Parent Guarantor"), NORTHPOINT COMMUNICATIONS OF VIRGINIA, INC., a Virginia corporation, and NORTHPOINT INTERNATIONAL, INC., a Delaware corporation ("NorthPoint International") (together with Northpoint Communications of Virginia, Inc., the "Subsidiary Guarantors"), each as a debtor and debtor in possession under chapter 11 of title 11, United States Code (the "Bankruptcy Code") and NORTHPOINT CANADA INC., a corporation organized under the laws of the Province of New Brunswick, ("NorthPoint Canada"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the "Initial Lenders"), and Canadian Imperial Bank of Commerce, as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the "Administrative Agent") for the Lenders (as hereinafter defined). RECITALS: WHEREAS, the terms used herein, including in the preamble and recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement; WHEREAS, Borrower has requested, and Required Lenders have agreed, in each case on the terms and conditions set forth herein, that the Credit Agreement be amended as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower, each Guarantor, Required Lenders and the Administrative Agent hereby agree as follows: SECTION 1. Amendments. Subject to the satisfaction of the conditions ---------- precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended, effective as of the date hereof, as follows: (a) Section 5.02(j) of the Credit Agreement is hereby amended by adding at the end thereof the following new proviso: "provided that the Borrower may prepay up to one week of charges and -------- pay deposits to telecommunications companies in respect of the services provided or to be provided 2 by such telecommunications companies to the Borrower or any other Loan Party so long as the aggregate amount of such deposits does not exceed $5 million, such prepayments and deposits do not cause the Borrower to fail to comply with the Budget (including Permitted Budget Variances) and such prepayments and deposits have been approved by the Bankruptcy Court to the extent such approval is required." (b) Section 6.01(f) of the Credit Agreement is hereby amended by deleting the language ";or" at the end thereof and substituting therefor the following new subsection (C): " or (C) a conditional order granting relief from the automatic stay so long as no party has exercised its rights of taking any action adverse to any Loan Party (including, without limitation, terminating service) pursuant to such conditional order;" SECTION 2. Conditions of Effectiveness. (a) This Amendment shall --------------------------- become effective as of the date first above written when, and only when, the following conditions shall have been satisfied: (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; and (ii) the Borrower shall have paid all costs, expenses and fees payable pursuant to Section 4 below. (b) In addition to the requirements set forth in subsection (a) above, this Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. SECTION 3. Reference to and Effect on the Loan Documents. (a) On --------------------------------------------- and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment. (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 4. Costs, Expenses; Taxes; Fees, Etc. The Borrower agrees to --------------------------------- pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and 3 expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit Agreement. SECTION 5. Affirmation of Guaranties. Each of the Guarantors hereby ------------------------- consents to the execution and delivery of this Amendment and notwithstanding the effectiveness of this Amendment, reaffirms in all respects its obligations under each of the Guaranties and Article VII of the Credit Agreement. SECTION 6. Execution in Counterparts. This Amendment may be executed ------------------------- in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 7. Governing Law. This Amendment shall be governed by, and ------------- construed in accordance with, the laws of the State of New York. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. NORTHPOINT COMMUNICATIONS, INC., as Borrower By_______________________________________ Title: NORTHPOINT COMMUNICATIONS GROUP, INC., as Parent Guarantor By_______________________________________ Title: NORTHPOINT COMMUNICATIONS OF VIRGINIA, INC., as a Subsidiary Guarantor By_______________________________________ Title: NORTHPOINT INTERNATIONAL, INC., as a Subsidiary Guarantor By_______________________________________ Title: NORTHPOINT CANADA INC., as a Guarantor By_______________________________________ Title: CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent By__________________________________ Title: Initial Lenders CIBC INC., as a Lender By__________________________________ Title: CIT LENDING SERVICES CORPORATION, an affiliate of THE CIT GROUP, INC., as a Lender By__________________________________ Title: BANK OF MONTREAL, as a Lender By__________________________________ Title: BARCLAYS BANK PLC, as a Lender By__________________________________ Title: COAST BUSINESS CREDIT, A DIVISION OF SOUTHERN PACIFIC BANK, as a Lender By__________________________________ Title: FIRST UNION NATIONAL BANK, as a Lender By__________________________________ Title: FRANKLIN FLOATING RATE TRUST, as a Lender By__________________________________ Title: CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By__________________________________ Title: HELLER FINANCIAL, INC., as a Lender By__________________________________ Title: EX-99.2 3 0003.txt PRESS RELEASE DATED FEBRUARY 8, 2001 Exhibit 99.2 FOR IMMEDIATE RELEASE Investor Contact Terry McGovern 510-450-7322 tmcgovern@northpoint.net - ------------------------ Media Contact Marvin Wamble 510-450-7432 mwamble@northpoint.net - ---------------------- NorthPoint Communications Delisted from NASDAQ EMERYVILLE, CA, February 8, 2001--NorthPoint Communications (NASDAQ:NPNTQ) announced today that it will be delisted from the NASDAQ Stock Market, effective at the close of business Feb. 7, 2001. In a recent correspondence, NASDAQ expressed concerns about NorthPoint Communications' ability to sustain compliance with its listing requirement. NorthPoint's stock has been halted since it filed for protection under Chapter 11 of the U.S. Bankruptcy Code on Jan. 16, 2001. NorthPoint Communications said it would immediately make application to The OTC Bulletin Board for trading. In the event that the application is not immediately accepted, the company will pursue trading opportunities on the Pink Sheets. ABOUT NORTHPOINT COMMUNICATIONS NorthPoint Communications Group, Inc. is one of the leading DSL services providers in the U.S. The company currently operates DSL-based local networks in 109 U.S. metropolitan statistical areas (MSAs). For additional information, visit www.northpoint.net (http://www.northpoint.net). Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts may be deemed to contain forward-looking statements. Such statements are indicated by words or phrases such as "anticipate," "estimate," "projects," "believes," "intends," "expects" and similar words and phrases. Actual results may differ materially from those expressed or implied in any forward-looking statement as a result of certain risks and uncertainties. Some of these risks and uncertainties include, without limitation: NorthPoint's ability to raise additional capital, NorthPoint's dependence on strategic third parties to market and resell its services, intense competition for NorthPoint's service offerings, dependence on growth in demand for DSL-based services and other economic, business, competitive and/or regulatory risks and uncertainties detailed in the company's Securities and Exchange Commission filings. Prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any of the forward-looking statements contained herein to reflect future events or developments. -----END PRIVACY-ENHANCED MESSAGE-----