-----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, PoOjxf5cUSBeVRcISEfrOFTJUJ6sFoH+Y4Kz6wUc/YzXRnbae9gFe9JNQnwdD/dA 3YLAdBLz1DerUuIHiQv+rQ== /in/edgar/work/20000823/0000950144-00-010778/0000950144-00-010778.txt : 20000922 0000950144-00-010778.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950144-00-010778 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIBERNET TELECOM GROUP INC\ CENTRAL INDEX KEY: 0001001868 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 133859938 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-56267 FILM NUMBER: 708246 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124056200 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DESERT NATIVE DESIGNS INC DATE OF NAME CHANGE: 19960517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTEL NETWORKS CORP CENTRAL INDEX KEY: 0000072911 STANDARD INDUSTRIAL CLASSIFICATION: [3661 ] IRS NUMBER: 621262580 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8200 DIXIE ROAD STREET 2: SUITE 100 CITY: BRAMPTON ONT CANA STATE: A6 ZIP: 00000 BUSINESS PHONE: 9058631103 MAIL ADDRESS: STREET 1: 8200 DIXIE ROAD STREET 2: SUITE 100 BRAMPTON L6T 5P6 CITY: ONTARIO CANADA FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN TELECOM LTD DATE OF NAME CHANGE: 19940831 SC 13G/A 1 sc13ga.txt FIBERNET TELECOM GROUP INC 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* FIBERNET TELECOM GROUP, INC. (NAME OF ISSUER) COMMON STOCK, $0.001 PAR VALUE (TITLE OF CLASS OF SECURITIES) 315653105 (CUSIP NUMBER) JULY 31, 2000 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages 2 CUSIP No. 315653105 Schedule 13G Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nortel Networks Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 4,263,330 ------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 ------------------------------------------------------------- OWNED BY 7 SOLE DISPOSITIVE POWER EACH 4,263,330 ------------------------------------------------------------- REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,263,330 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP No. 315653105 Schedule 13G Page 3 of 6 Pages ITEM 1. (a) Name of Issuer: -------------- FiberNet Telecom Group, Inc. (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 570 Lexington Avenue New York, New York 10022 ITEM 2. (a) Name of Person Filing: --------------------- Nortel Networks Corporation (b) Address of Principal Business Office or, if none, Residence: ----------------------------------------------------------- Nortel Networks Corporation 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Attention: Corporate Secretary (c) Citizenship: ----------- Nortel Networks Corporation is a Canadian corporation (d) Title of Class of Securities: ---------------------------- Common Stock, $0.001 par value (e) CUSIP No.: --------- 315653105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not Applicable. 4 CUSIP No. 315653105 Schedule 13G Page 4 of 6 Pages ITEM 4. OWNERSHIP (a) Amount Beneficially Owned: ------------------------- 4,263,330* (b) Percent of Class: ---------------- 13.0% (c) Number of shares as to which the person has: ------------------------------------------- (i) sole power to vote or to direct the vote: 4,263,330 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 4,263,330 (iv) shared power to dispose or to direct the disposition of: 0 * The 4,263,330 shares beneficially owned by Nortel Networks Corporation consist of 4,263,330 shares of common stock of FiberNet Telecom Group, Inc. ("FiberNet") that are issuable upon the conversion of 426,333 shares of nonvoting Series H Preferred Stock of FiberNet. The Series H Preferred stock is held by Nortel Networks Inc. ("NNI"), a wholly-owned subsidiary of Nortel Networks Limited, which in turn is a wholly-owned subsidiary of Nortel Networks Corporation. Of the 426,333 shares of nonvoting Series H Preferred Stock beneficially owned by Nortel Networks Corporation, 201,333 shares were received in exchange for 2,013,330 shares (including 13,330 shares attributable to accrued dividends) of Series G Preferred Stock of FiberNet previously held by NNI and 225,000 shares were received for consideration pursuant to an additional purchase. The exchange and the purchase were consummated on July 31, 2000. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 5 CUSIP No. 315653105 Schedule 13G Page 5 of 6 Pages ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 6 CUSIP No. 315653105 Schedule 13G Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 9, 2000 NORTEL NETWORKS CORPORATION By: /s/ Frank A. Dunn ------------------------- Frank A. Dunn Chief Financial Officer By: /s/ Blair F. Morrison ------------------------- Blair F. Morrison Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----