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) November 18, 2004
BROADWING CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-30989 | 52-2041343 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 7015 Albert Einstein Drive, Columbia, Maryland | 21046-9400 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (443) 259-4000
CORVIS CORPORATION
(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 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)) |
Item 3.02 – Unregistered Sales of Equity Securities
As previously reported, Broadwing Corporation elected to pay the interest of $2,430,528 and the installment of principal of $32,142,857 due on November 19, 2004 on its Senior Convertible Notes in the form of shares of its Common Stock, $.01 par value per share. In accordance with the formula set forth in the Purchase Agreement relating to the notes, Broadwing issued 6,437,790 shares of Common Stock on November 19, 2004. The shares were issued pursuant to the exemption from registration provided in Section 4(2) of the Securities Act of 1933.
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 thereunto duly authorized.
| CORVIS CORPORATION | ||
| Date: November 23, 2004 | /s/ Lynn D. Anderson | |
| Lynn D. Anderson | ||
| Senior Vice President, Chief | ||
| Financial Officer and Treasurer | ||