-----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, C2Dz9EBlD5ew5whmMzcpY/MDVfv5SW/EPwAQsef/XPVFjFmFF8/YY9RZMe/g2hqi aUJT6AJw/4s1+Tz1BTGjZw== 0000950123-03-007803.txt : 20030701 0000950123-03-007803.hdr.sgml : 20030701 20030701160809 ACCESSION NUMBER: 0000950123-03-007803 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030625 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXENT INC CENTRAL INDEX KEY: 0001105503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 133990223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31105 FILM NUMBER: 03768215 BUSINESS ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129810700 MAIL ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 8-K 1 y88113e8vk.txt LEXENT INC. 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): June 25, 2003 LEXENT INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-31105 13-3990223 (State Or Other (Commission (IRS Employer Jurisdiction Of File Number) Identification No.) Incorporation) Three New York Plaza New York New York 10004 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 981-0700 Item 5. Other Events and Regulation FD Disclosure. On June 25, 2003, Lexent Inc. announced the delisting of Lexent's common stock from The Nasdaq National Market effective with the open of business on Thursday, June 26, 2003, as a result of Lexent's failure to regain compliance with the independent directors and audit committee composition requirements for continued listing. A copy of Lexent's press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On June 27, 2003, Lexent Inc. announced that Norman G. Fornella, Lexent's Executive Vice President and Chief Financial Officer has resigned from Lexent, effective June 30, 2003, in order to pursue other business opportunities. A copy of Lexent's press release is being filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated June 25, 2003. 99.2 Press release dated June 27, 2003. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LEXENT INC. By: /s/ Noah Franzblau ------------------- Noah Franzblau Secretary and General Counsel Date: June 30, 2003 -3- EX-99.1 3 y88113exv99w1.txt PRESS RELEASE Exhibit 99.1 CONTACT: Susan Burns Citigate Sard Verbinnen 212-687-8080 sburns@sardverb.com LEXENT NOTIFIED OF NASDAQ DELISTING NEW YORK, JUNE 25, 2003 - Lexent Inc. (Nasdaq: LXNT), an infrastructure services provider delivering a full spectrum of design, program management and deployment services in the nation's largest metropolitan markets, announced today that Nasdaq will delist Lexent's common stock from The Nasdaq National Market effective with the open of business on Thursday June 26, 2003. As previously announced, Lexent was initially notified by Nasdaq by letter dated March 3, 2003, that Lexent no loner satisfied the independent directors and audit committee composition requirements for continued listing on The Nasdaq National Market. As Lexent has not been able to regain compliance with the independent directors and audit committee composition requirements for continued listing, the Nasdaq Listing Qualifications Panel made a determination to delist Lexent's common stock. Lexent expects that its common stock will trade on the OTC Bulletin Board under the same symbol, "LXNT", immediately following its delisting from Nasdaq and effective with the open of business on Thursday, June 26, 2003. ABOUT LEXENT INC. Leveraging more than fifty years of experience, Lexent (Nasdaq: LXNT) is an infrastructure services company that designs, deploys and maintains fiber optic, electrical and life safety systems for telecommunications carriers and enterprise organizations in some of the largest national metropolitan markets. Supporting the above offerings, Lexent provides a full spectrum of project management and specialized maintenance services to utility, telecommunications, real estate, government and large enterprise customers. Lexent has offices in New York, Washington D.C., Long Island, and the states of New Jersey and Florida. For additional information on Lexent, see Lexent's web site at http://www.lexent.net. FORWARD-LOOKING STATEMENTS: Except for historical information contained herein, the matters set forth in this press release are "forward looking" statements (as defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements may be identified by the use of words such as "believes", "anticipates", "expects", "intends", and other similar expressions. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks are more fully outlined in Lexent's registration statement on Form S-1 and other SEC filings. ### -4- EX-99.2 4 y88113exv99w2.txt PRESS RELEASE Exhibit 99.2 CONTACT: Susan Burns Citigate Sard Verbinnen 212-687-8080 sburns@sardverb.com LEXENT ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER; CHIEF OPERATING OFFICER TO ASSUME DUTIES NEW JUNE 27, 2003 - Lexent Inc. (OTCBB: LXNT), an infrastructure services provider delivering a full spectrum of design, program management and deployment services in the nation's largest metropolitan markets, announced today that Norman G. Fornella, its Executive Vice President and Chief Financial Officer, has resigned from the Company in order to pursue other business opportunities. Mr. Fornella's resignation will be effective on June 30, 2003. Bruce Levy, the Company's President and Chief Operating Officer, will assume Mr. Fornella's duties as the Chief Financial Officer. Mr. Levy held a variety of senior management positions prior to joining the Company in September 2002, including Senior Vice President and Chief Financial Officer of GPU, Inc. and President and Chief Executive Officer of GPU International Group. ABOUT LEXENT INC. Leveraging more than fifty years of experience, Lexent (OTCBB: LXNT) is an infrastructure services company that designs, deploys and maintains fiber optic, electrical and life safety systems for telecommunications carriers and enterprise organizations in some of the largest national metropolitan markets. Supporting the above offerings, Lexent provides a full spectrum of project management and specialized maintenance services to utility, telecommunications, real estate, government and large enterprise customers. Lexent has offices in New York, Washington D.C., Long Island, and the states of New Jersey and Florida. For additional information on Lexent, see Lexent's web site at http://www.lexent.net. FORWARD-LOOKING STATEMENTS: Except for historical information contained herein, the matters set forth in this press release are "forward looking" statements (as defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements may be identified by the use of words such as "believes", "anticipates", "expects", "intends", and other similar expressions. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks are more fully outlined in Lexent's registration statement on Form S-1 and other SEC filings. ### -5- -----END PRIVACY-ENHANCED MESSAGE-----