UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): (February 28, 2020)
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51829 | 46-5706863 | ||
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
2450 N St NW,
Washington, D.C. |
20037 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 202-295-4200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||
| Common Stock, par value $0.001 per share | CCOI | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2020, the Company’s wholly owned subsidiary, Cogent Communications, Inc. (“Cogent”), entered into a First Amendment to Lease Agreement (the “Amendment”) with Sodium, LLC, an entity owned by the Company’s Chief Executive Officer, David Schaeffer. The Amendment extends until May 10, 2025 the term of an original Lease Agreement, dated April 16, 2015, between Sodium LLC and Cogent Communications, Inc. (the “Lease”). No other changes were made to the other terms of the Lease. The Company’s Audit Committee, which is responsible for reviewing any related party transactions, reviewed and approved Cogent’s entry into the Amendment.
The original Lease was set to expire on May 11, 2020. The Lease is for approximately 43,117 square feet of space in the building located at 2450 N Street, NW, Washington, D.C. 20037, which is the headquarters address for the Company and its subsidiaries in the United States. Under the Amendment, the Lease remains cancellable by the Company without penalty upon 60 days written notice. The amount of fixed annual rent during the term of the Lease is currently approximately $991,691.
The foregoing summary of the Lease and of the Amendment is qualified in its entirety by the complete text of the Lease, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference, and the Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit
Number |
Description | |
| 10.1 | Lease Agreement, dated April 16, 2015, between Sodium LLC and Cogent Communications, Inc.(filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on April 17, 2015, and incorporated herein by reference). | |
| 10.2 | First Amendment to Lease Agreement, dated February 28, 2020, between Sodium LLC and Cogent Communications, Inc. (filed herewith). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cogent Communications Holdings, Inc. | ||
| March 2, 2020 | By: | /s/ John Chang |
| Name: John Chang | ||
| Title: Vice President and Chief Legal Officer | ||
EXHIBIT 10.2
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made and entered into as of 28th day of February 2020 by and between Sodium LLC, a Delaware limited liability company, (hereinafter referred to as "Landlord"), having an office for purposes of notices hereunder at 2450 N Street, N.W., Washington, DC 20037 and Cogent Communications, Inc. a Delaware corporation (hereinafter referred to as "Tenant"), having an office for purposes of notices hereunder at 2450 N Street, N.W., Washington, DC 20037.
R E C I T A L S
WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated May 1, 2015 (the “Original Lease”), regarding the lease of forty three thousand one hundred and seventeen (43,117) square feet of space (4,259 square feet on the first floor; 19,608 square feet on the fourth floor and 19,250 square feet on the fifth floor) (the “Demised Premises”) of the building located at 2450 N Street, N.W., Washington, DC 20037 (the “Building”), all as more particularly described in the Original Lease. The Original Lease, as modified by this Amendment, shall be referred to herein as the “Lease”;
AND WHEREAS, the Lease Term of the Lease is scheduled to expire on May 10, 2020 and Landlord and Tenant desire to extend the Lease Term of the Original Lease upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Incorporation of Recitals. The foregoing recitals are incorporated by reference as if fully set forth herein.
2. Capitalized Terms. All terms capitalized but not defined herein shall have the same meaning ascribed to such terms in the Original Lease.
3. Controlling Language. Insofar as the specific terms and provisions of this Amendment purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Original Lease, the terms and provisions of this Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Original Lease shall remain unmodified and in full force and effect.
4. Extension of Lease Term. Effective as of the date hereof, the Lease Term shall be modified so as to include the sixty (60) month period commencing on May 11, 2020 and expiring on May 10, 2025 (such period, the “Renewal Term”). All references in the Lease to the Lease Term shall be deemed to mean the Lease Term as extended by the Renewal Term.
5. Fixed Annual Rent. During the Renewal Term, the Fixed Annual Rent shall continue to be the same as during the initial Lease Term.
6. No Further Amendments. Except as amended herein, the Lease, as amended, shall remain in full force and effect.
7. Counterparts. This Amendment may be executed by counterparts, each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one contract. The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called “PDF” format shall be legal and binding and shall have the same full force and effect as if an original of this Amendment had been delivered. Landlord and Tenant (i) intend to be bound by the signatures on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Amendment based on the foregoing forms of signature.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
| LANDLORD: | ||
| Sodium LLC, | ||
| Delaware limited liability company | ||
| By: | /s/David Schaeffer | |
| Name: | David Schaeffer | |
| Title: | Managing Member | |
| TENANT: | ||
| Cogent Communications, Inc., | ||
| a Delaware corporation | ||
| By: | /s/ John Chang | |
| Name: | John Chang | |
| Title: | Vice President and Chief Legal Officer | |