Attached files
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| EX-99.1 - EX-99.1 - Zayo Group Holdings, Inc. | zayo-ex991_201412296.htm |
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): December 26, 2014
Zayo Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36690 |
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26-1398293 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1805 29th Street, Suite 2050, Boulder, CO 80301
(Address of Principal Executive Offices)
(303) 381-4683
(Registrant’s Telephone Number, Including Area Code)
Zayo Group, LLC
(Exact name of registrant as specified in its charter)
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Delaware |
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333-169979 |
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26-201259 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1805 29th Street, Suite 2050, Boulder, CO 80301
(Address of Principal Executive Offices)
(303) 381-4683
(Registrant’s Telephone Number, Including Area Code)
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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 7.01. |
Regulation FD Disclosure |
Zayo Group, LLC ("Zayo"), the primary operating subsidiary of Zayo Group Holdings, Inc. (“the Company”) is announcing that Dan Caruso, Chief Executive Officer (“CEO”) and Chairman of the Board of Directors (“Chairman”) of the Company, will undergo treatment for prostate cancer. Mr. Caruso was diagnosed with and treated for prostate cancer in 2013 and recent tests have revealed trace amounts of the cancer remain. The treatments will begin in January of 2015 and during such time Mr. Caruso will continue to fulfill his responsibilities as the Company’s CEO and Chairman on a full-time basis with no interruption.
On December 26, 2014, the Company communicated Mr. Caruso’s condition to employees and directors of the Company. A copy of this communication is furnished as Exhibit 99.1 to this filing on Form 8-K and is incorporated by reference in this Item 7.01.
The information contained under Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
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Item 9.01. |
Financial Statements and Exhibits |
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(a) |
Exhibits. The following exhibit is furnished with this Form 8-K: |
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Exhibit No. |
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Description |
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99.1 |
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Communication to Employees and Directors dated December 26, 2014 |
The information contained under Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company's performance is contained in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date hereof.
Investors should take into consideration, with respect to the Company, those risks and uncertainties discussed in the Company's final prospectus filed with the SEC on October 17, 2014 and Form 10-Q for the quarter ended September 30, 2014, including those under the heading "Risk Factors."
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.
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Zayo Group Holdings, Inc. |
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By: |
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/s/ Ken desGarennes |
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Name: |
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Ken desGarennes |
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Title: |
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Chief Financial Officer |
DATED: December 29, 2014