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): ~~June 5~~July 2, 2012

AboveNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23269	11-3168327
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
360 Hamilton Avenue White Plains, New York		10601
(Address of principal executive offices)		(Zip Code)

360 Hamilton Avenue
White Plains, New York		10601
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 421-6700

(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 under any of the following provisions ( see General Instruction A.2. below):

¨ 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~~¨ ~~5.07.~~Soliciting ~~Submission~~material ofpursuant ~~Matters~~ to aRule ~~Vote~~14a-12 ofunder ~~Security~~the ~~Holders~~Exchange Act (17 CFR 240.14a-12)

At¨ ~~the~~Pre-commencement ~~special~~communications ~~meeting~~pursuant ofto ~~stockholders~~Rule ~~of AboveNet, Inc.~~ 14d-2(~~the “Company”~~b) ~~held~~under onthe ~~June~~Exchange 5,Act ~~2012~~ (~~the~~17 ~~“Special~~CFR ~~Meeting”~~240.14d-2(b)~~, the Company’s stockholders considered the following proposals:~~)

·¨ toPre-commencement ~~adopt~~communications ~~the~~pursuant ~~Agreement~~to ~~and~~Rule ~~Plan~~13e-4(c) ofunder ~~Merger, dated as of March 18, 2012, by and among~~ the ~~Company,~~Exchange ~~Zayo~~Act ~~Group,~~(17 ~~LLC~~CFR ~~and Voila Sub, Inc~~240. 13e-4(~~the “Merger Agreement”~~c);)

·Introductory toNote adjourn the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement (the “Adjournment Proposal”); and

·On toJuly 2, ~~approve~~2012, onAboveNet, Inc. (the “Company”) completed its merger (the “Merger”) with Voila Sub, Inc. (“Merger Sub”), a ~~non~~Delaware corporation and wholly-~~binding~~owned subsidiary ~~advisory~~of ~~basis~~Zayo Group, ~~the~~LLC, ~~golden~~a ~~parachute~~Delaware ~~compensation~~limited ~~payable~~liability ~~under~~company ~~existing~~(“Parent”), ~~agreements~~pursuant ~~with~~to the ~~Company~~Agreement ~~that~~and ~~certain~~Plan ~~executive~~of ~~officers~~Merger, dated as of March 18, 2012, by and among the Company, ~~will~~Parent, orand ~~may~~Merger ~~receive~~Sub in(the ~~connection~~“Merger Agreement”). ~~with~~Pursuant to the ~~Company’s~~Merger ~~merger~~Agreement, Merger Sub merged with ~~Voila~~and ~~Sub~~into the Company, ~~Inc.~~with ~~under~~the Company surviving the Merger ~~Agreement~~as ~~(the~~a ~~“Parachute~~wholly-owned ~~Proposal”)~~subsidiary of Parent.

~~For~~Item ~~more~~1.02 ~~information~~Termination ~~about~~of ~~the~~a ~~foregoing~~Material ~~proposals, see the Company’s~~ Definitive ~~Proxy Statement for the Special Meeting filed with the Securities and Exchange Commission on May 3, 2012, the relevant portions of which are incorporated herein by reference~~Agreement. ~~At the Special Meeting, each proposal submitted to the Company’s stockholders was approved. The voting results* are set forth below:~~

~~Proposal~~On toJuly 2, ~~adopt~~2012, in conjunction with the closing of the Merger, the Company repaid in full and terminated its existing Revolving Credit Agreement:, dated as of January 28, 2011, and as amended by the First Amendment dated as of March 28, 2011, among the Company, its subsidiaries AboveNet Communications, Inc., AboveNet of Utah, L.L.C., AboveNet of VA, L.L.C. and AboveNet International, Inc., the lenders a party thereto and SunTrust Bank, as administrative agent.

For		Against		Abstained
21,658,212		22,321		35,613

Item 2.01

Completion of Acquisition or Disposition of Assets

~~Adjournment~~The ~~Proposal:~~information contained in Item 5.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

For		Against		Abstained
20,871,863		843,636		647

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Parachute~~In ~~Proposal:~~connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on July 2, 2012 that each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) was cancelled and automatically converted into the right to receive $84.00 per share in cash, without interest and less any applicable withholding taxes (other than (i) shares held by the Company, Parent, Merger Sub or their subsidiaries and (ii) shares for which appraisal rights have been perfected), and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. Trading of the Common Stock on the NYSE was suspended prior to the opening of trading on July 2, 2012.

For		Against		Abstained
19,370,455		1,476,297		869,394

Item 3.03

Material Modification to Rights of Security Holders.

~~________________________~~Effective as of the closing of the Merger, each outstanding share of Common Stock (other than (i) shares held by the Company, Parent, Merger Sub or their subsidiaries and (ii) shares for which appraisal rights have been perfected) was cancelled and automatically converted into the right to receive $84.00 in cash, without interest and less any applicable withholding taxes.

*ThereItem ~~were~~5.01 noChanges ~~broker~~in ~~non-votes~~Control of Registrant.

On July 2, 2012, Parent consummated the acquisition of the Company through the Merger of Merger Sub with and into the Company. The Company is the surviving corporation in the Merger and a direct wholly-owned subsidiary of Parent.

The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01. ~~Other~~by ~~Events~~reference.

OnThe ~~June~~aggregate 5,purchase ~~2012,~~price ~~the~~paid ~~Company~~for ~~issued~~all aequity ~~press~~securities ~~release~~of ~~announcing~~the ~~that~~Company ~~its~~was ~~stockholders~~approximately ~~had~~$2.2 ~~approved~~billion, ~~the~~net ~~proposal~~of tocash ~~adopt~~acquired ~~the~~by ~~Merger Agreement~~Parent. AThe ~~copy~~aggregate ofpurchase ~~the~~price ~~press~~and ~~release~~related isfees ~~attached~~and ~~hereto~~expenses ~~as Exhibit 99.1~~were funded by new credit facilities and isprivate ~~incorporated~~offerings ~~herein~~of debt securities, as well as by ~~reference~~equity financing provided by investment funds affiliated with GTCR, LLC, together with other co-investors, including existing indirect owners of Parent.

~~Item~~2 ~~9.01. Financial Statements and Exhibits.~~

~~(d)~~Item ~~Exhibits~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Exhibit No.		Exhibit Description
99.1		Press Release issued on June 5, 2012.

All of the members of the Board of Directors of the Company prior to the Merger voluntarily resigned from the Company’s Board of Directors and all committees thereof, effective as of the effective time of the Merger. The members of the Board of Directors of the Company immediately after consummation of the Merger are Daniel P. Caruso, Gillis Cashman, Michael Choe, John A. Downer, John Siegel, Rick Connor, Phillip A. Canfield and Lawrence Fey.

3Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~SIGNATURE~~At the effective time of the Merger, on July 2, 2012, the certificate of incorporation and the bylaws of the Company, each as in effect immediately prior to the Merger, were amended in their entirety in accordance with the terms of the Merger Agreement. A copy of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company are attached as Exhibits 3.1 and 3.2, hereto, respectively, and are incorporated herein by reference.

~~Pursuant~~Item to7.01 ~~the~~Regulation ~~requirements~~FD ~~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~~Disclosure.

June 5, 2012
	ABOVENET, INC.
	By:	/s/ Robert Sokota
		Robert Sokota
		Senior Vice President and General Counsel

On July 2, 2012, Parent issued a press release announcing the closing of the Merger, the text of which is attached hereto as Exhibit 99.1.

4Item 9.01 Financial Statements and Exhibits.

~~Exhibit~~(d) ~~Index~~Exhibits.

Exhibit No.		Exhibit Description
99.1		Press Release issued on June 5, 2012.
3.1		Amended and Restated Certificate of Incorporation of AboveNet, Inc.
3.2		Amended and Restated Bylaws of AboveNet, Inc.
99.1		Press Release issued on July 2, 2012.

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.

EXHIBIT INDEX


Exhibit No.		Exhibit Description

3.1		Amended and Restated Certificate of Incorporation of AboveNet, Inc.

3.2		Amended and Restated Bylaws of AboveNet, Inc.

99.1		Press Release issued on July 2, 2012.

ABOVENET, INC.

Date: July 2, 2012

/s/ Ken desGarennes

Ken desGarennes

Chief Financial Officer

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