8-K 1 y47821e8-k.txt MPOWER COMMUNICATIONS CORP 1 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): April 12, 2001 MPOWER COMMUNICATIONS CORP. (Exact name of Registrant as specified in its charter)

Registrant's telephone number, including area code: (716) 618-6550 2 Item 7. Financial Statements and Exhibits (b) Pro forma financial information. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Mpower Communications Corp. (the Company) acquired 100% of the common stock of Primary Network Holdings, Inc. (Primary Network) on June 23, 2000. The acquisition was accounted for using the purchase method of accounting and the results of operations of Primary Network have been included in the Company's operations since June 30, 2000. The following unaudited pro forma condensed combined statement of operations reflects the combination of the statement of operations of the Company and Primary Network for the twelve months ended December 31, 2000 as adjusted for the merger as if the merger had been consummated on January 1, 2000. The unaudited pro forma condensed combined statement of operations has been prepared using the purchase method of accounting. This pro forma information does not give effect to any potential cost savings or other operating efficiencies that could result from the merger. The unaudited pro forma statement is based on currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma condensed combined statement of operations does not purport to represent what the combined company's results of operations would have been had the merger occurred on such date or to project the combined results of operations for any future date or period. The unaudited pro forma financial statement should be read in conjunction with the separate historical financial statements of the Company and Primary Network and its predecessors and the notes thereto and with the accompanying notes to the pro forma financial statement. 3 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED DECEMBER 31, 2000 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTES TO THE 2000 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (1) Reflects six months of amortization of intangibles recorded in connection with acquisition of Primary Network and includes amortization of goodwill ($6.7 million) and amortization of customer base ($1.1 million) less the amortization of intangibles in the historical statement of operations of Primary Network. Amortization periods assumed for goodwill and customer base were 10 years and 5 years, respectively. (2) Reflects adjustment to interest expense associated with the exchange of debt assumed from Primary Network. (3) Reflects the number of shares of Mpower stock issued in exchange for the preferred and common stock of Primary Network. 4 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. MPOWER COMMUNICATIONS CORP. Date: April 12, 2001 By /s/ Russell I. Zuckerman ----------------------------- Name: Russell I. Zuckerman Title: Corporate Secretary

MPOWER COMMUNICATIONS CORP 8-K