-----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, BgBGC293uuvoi9NZhjDtZHeq5QEHzXJPru/Yf0+CtthpAjXTciO4/Nbn0oVrKpsB QlNAtsxwWIxegLLIzTv13g== 0001227882-04-000002.txt : 20040121 0001227882-04-000002.hdr.sgml : 20040121 20040121174911 ACCESSION NUMBER: 0001227882-04-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040105 FILED AS OF DATE: 20040121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADVIEW CAPITAL PARTNERS MANAGEMENT LLC CENTRAL INDEX KEY: 0001259023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536130 MAIL ADDRESS: STREET 1: 950 TOWER LANE 18TH FL CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADVIEW CAPITAL PARTNERS AFFILIATES FUND LL CENTRAL INDEX KEY: 0001259024 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536131 MAIL ADDRESS: STREET 1: 950 TOWER LANE 18TH FL CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BACHMANN STEPHEN J CENTRAL INDEX KEY: 0001259025 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536126 MAIL ADDRESS: STREET 1: 950 TOWER LANE 18TH FL CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADWVIEW HOLDING LLP CENTRAL INDEX KEY: 0001259286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536127 MAIL ADDRESS: STREET 1: 1345 AV OF THE AMERICAS 20TH FL CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCI HOLDINGS LP CENTRAL INDEX KEY: 0001259287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536128 MAIL ADDRESS: STREET 1: 1345 AV OF THE AMERICAS 20TH FL CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADVIEW BCPSBS FUND LP CENTRAL INDEX KEY: 0001259288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536129 MAIL ADDRESS: STREET 1: 1345 AV OF THE AMERICAS 20TH FL CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADVIEW CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001084924 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536133 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE CITY: FOSTER CITY STATE: CA ZIP: 94404 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: 18TH FL CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADVIEW CAPITAL PARTNERS QUALIFIED PURCHASER FUND LP CENTRAL INDEX KEY: 0001084927 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536132 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE CITY: FOSTER CITY STATE: CA ZIP: 94404 MAIL ADDRESS: STREET 1: 950 TOWER LANE 18TH FL CITY: FOSTER CITY STATE: CA ZIP: 94404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGENT COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001158324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522337274 BUSINESS ADDRESS: STREET 1: 1015 31ST STREET CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2022954200 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKS STEVEN D CENTRAL INDEX KEY: 0001227882 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536134 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: 18TH FLOOR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 6503566000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENINGER PAUL F CENTRAL INDEX KEY: 0001190861 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31227 FILM NUMBER: 04536125 BUSINESS ADDRESS: STREET 1: C/O NETEGRITY INC STREET 2: 201 JONES RD CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7815306041 MAIL ADDRESS: STREET 1: C/O NETEGRITY INC STREET 2: 201 JONES RD CITY: WALTHAM STATE: MA ZIP: 02451 4 1 edgar.xml PRIMARY DOCUMENT X0201 42004-01-05 0001158324 COGENT COMMUNICATIONS GROUP INC COI 0001227882 BROOKS STEVEN D Broadview Capital Partners950 Tower Lane, 18th FloorFoster CityCA944041010 0001084924 BROADVIEW CAPITAL PARTNERS LP 950 Tower Lane, 18th FloorFoster CityCA944040010 0001084927 BROADVIEW CAPITAL PARTNERS QUALIFIED PURCHASER FUND LP 950 Tower Lane, 18th FloorFoster CityCA944040010 0001259024 BROADVIEW CAPITAL PARTNERS AFFILIATES FUND LL 950 Tower Lane, 18th FloorFoster CityCA944040010 0001259023 BROADVIEW CAPITAL PARTNERS MANAGEMENT LLC 950 Tower Lane, 18th FloorFoster CityCA944040010 0001259288 BROADVIEW BCPSBS FUND LP 1345 Avenue of the Americas, 20th FloorNew YorkNY101050010 0001259287 BCI HOLDINGS LP 1345 Avenue of the Americas, 20th FloorNew YorkNY101050010 0001259286 BROADWVIEW HOLDING LLP 1345 Avenue of the Americas, 20th FloorNew YorkNY101050010 0001259025 BACHMANN STEPHEN J Broadview Capital Partners950 Tower Lane, 18th FloorFoster CityCA944040010 0001190861 DENINGER PAUL F BROADVIEW HOLDINGS LLP 1345 AVENUE OF THE AMERICAS, 20TH FLOOR NEW YORK NY 10105 0010Series I Participating Convertible Preferred Stock2004-01-054J019ACom mon Stock11779319ISee Note Series I Participating Convertible Preferred Stock2004-01-054J0139ACommon Stock861748139ISee Note Shares owned directly by Broadview Capital Partners L.P.Shares owned directly by Broadview Capital Partner s Qualified Purchaser Fund L.P.Each share of Common Stock of Symposium Gamma, Inc. held by the Reporting Persons was exchanged for 2.34 shares of Series I Participating Convertible Preferred Stock pursuant to an Agreement and Plan of Merger by and among the Issuer, Lux Merger Sub, Inc. and Symposium Gamma, Inc.Each share of Series I Participating Convertible Preferred Stock, par value $.001 per share, is initially convertible into approximately 6,199.628 shares of Common Stock.The Series I Participating Convertible Preferred Stock is convertible at the earlier of June 30, 2004 and the date on which the Issuer files an amendment to its Certificate of Incorporation pursuant to the Certificate of Designations of its Series I Participating Convertible Preferred Stock. The conversion feature continues indefinitely.Remarks: Steven D. Brooks is a Director of Cogent Com munications Group, Inc. Mr. Brooks is a Manager of Broadview Capital Partners Management LLC ("BCPM"), the General Partner of Broadview Capital Partners L.P. and Broadview Capital Partners Qualified Purchaser Fund L.P.; and a Manager of Broadview Capital LLC, the Manager of Broadview Capital Partners Affiliates Fund LLC. Paul F. Deninger is the Chief Executive Officer of Broadview Holdings LLP, the General Partner of BCI Holdings L.P., which is a Member of BCPM; and the Manager of Broadview BCPSBS Fund LLC, the General Partner of Broadview BCPSBS Fund L.P. Messrs' Brooks, Deninger and Stephen J. Bachmann are Members of the Investment Committee of BCPM. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admiss ion that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.David J. Kapnick2004-01-21Steven D. Brooks, by David J. Kapnick, Attorney-in-Fact2004-01-21Broadview Capital Partners L.P., by Broadview Capital Partners Management LLC, its General Partner, by David J. Kapnick, Chief Financial Officer2004-01-21Broadview Capital Partners Qualified Purchaser Fund L.P., by Broadview Capital Partners Management LLC, its General Partner, by David J. Kapnick, Chief Financial Officer2004-01-21Broadview Capital Partners Affiliates Fund LLC, by Broadview Capital LLC, its Manager, by David J. Kapnick, Chief Financial Officer2004-01-21Broadview Capital Partners Management LLC, by David J. Kapnick, Chief Financial Officer2004-01-21Broadview BCPSBS Fund L.P., by Broadview BCPSBS Fund LLC, its Manager, by David J. Kapnick, Attorney-in-Fact2004-01-21Broadview Holdings LLP, by David J. Kapnick, Attorney-in-Fact2004-01-21Stephen J. Bachmann, by David J. Kapnick, Attorney-in-Fact2004-01-21Paul F. Deninger, by David J. Kapnick, Attorney-in-Fact2004-01-21 EX-24 3 section16power080803.txt POWER OF ATTORNEY Exhibit 24.1 Power of Attorney The undersigned hereby make, constitute and appoint each of David J. Kapnick and Steven D. Brooks, acting jointly or individually, with full power of substitution, the true and lawful attorney- in-fact for the undersigned, in the undersigned's name, place and stead and on the undersigned's behalf, to complete, execute and file with the United States Securities and Exchange Commission (the "Commission"), all forms required under Section 16(a) of the Securities Exchange Act of 1934, as amended, relating to transactions involving the stock or derivative securities of any or all of the following entities: Cogent Communications Group, Inc., a Delaware corporation; and Proxim Corp., a Delaware corporation; and any and all amendments thereto. This Power of Attorney shall remain in effect until revoked in writing. Dated: August 8, 2003 Broadview Capital Partners L.P. By: Broadview Capital Partners Management LLC Its: General Partner By: /s/ David J. Kapnick_____________________ David J. Kapnick Chief Financial Officer Broadview Capital Partners Qualified Purchaser Fund L.P. By: Broadview Capital Partners Management LLC Its: General Partner By: /s/ David J. Kapnick_____________________ David J. Kapnick Chief Financial Officer Broadview Capital Partners Affiliates Fund LLC By: Broadview Capital LLC Its: Manager By: /s/ David J. Kapnick_____________________ David J. Kapnick Chief Financial Officer Broadview Capital Partners Management LLC By: /s/ David J. Kapnick_____________________ David J. Kapnick Chief Financial Officer Broadview BCPSBS Fund L.P. By: Broadview BCPSBS Fund LLC Its: Manager By: /s/ Paul F. Deninger _____________________ Paul F. Deninger Manager BCI Holdings, L.P. By: Broadview Holdings LLP Its: General Partner By: /s/ Paul F. Deninger _____________________ Paul F. Deninger Chief Executive Officer Broadview Holdings LLP By: /s/ Paul F. Deninger _____________________ Paul F. Deninger Chief Executive Officer /s/ Steven D. Brooks _____________________ Steven D. Brooks /s/ Stephen J. Bachmann___________________ Stephen J. Bachmann /s/ Paul F. Deninger __ ___________________ Paul F. Deninger -----END PRIVACY-ENHANCED MESSAGE-----