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FiberTower 8-K 2006

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. Graphic
  5. Graphic

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):  May 15, 2006

FIRST AVENUE NETWORKS,  INC.
(Exact name of registrant as specified in its charter)

Delaware

 

000-21091

 

52-1869023

(State or other jurisdiction of

 

(Commission File

 

(I.R.S. Employer

incorporation or organization)

 

Number)

 

Identification No.)

 

7925 Jones Branch Drive

 

 

Suite 3300

 

 

McLean, Virginia

 

22102

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (703) 873-4165

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 (see General Instruction A.2. below):

x   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




Item 7.01               Regulation FD Disclosure.

On May 15, 2006, First Avenue Networks, Inc. (the “Company”) issued a press release announcing that it had entered into an Agreement and Plan of Merger, dated May 14, 2006, with FiberTower Corporation and Marlin Acquisition Corporation, a wholly-owned subsidiary of the Company. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Exhibit 99.1 attached hereto is being furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to the liabilities of that section. Accordingly, the information in Exhibit 99.1 attached hereto will not be incorporated by reference into any filing made by First Avenue under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number

 

 

 

Description

 

 

99.1

 

Press Release of First Avenue Networks, Inc., dated May 15, 2006.

 




 

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.

 

FIRST AVENUE NETWORKS, INC.

Date: May 15, 2006

 

 

 

 

 

By:

/s/ Thomas A. Scott

 

 

Name:

Thomas A. Scott

 

 

Title:

Chief Financial Officer, Secretary and
Treasurer

 




 

EXHIBIT INDEX

 

Exhibit
Number

 

 

 

Description

 

 

99.1

 

Press Release of First Avenue Networks, Inc., dated May 15, 2006.

 



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