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SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934

Check the appropriate box:
o   Preliminary Information Statement
o   Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
ý   Definitive Information Statement
 

 
COGENT COMMUNICATIONS GROUP, INC.
(Name of Registrant as Specified In Its Charter)

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GRAPHIC

1015 31st Street N.W.
Washington, D.C. 20007
(202) 295-4200

INFORMATION STATEMENT

        This Information Statement is being furnished to the stockholders of Cogent Communications Group, Inc., a Delaware corporation (the "Company" or "Cogent"), in connection with an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended ("Existing Charter"), to (1) revise the antidilution provisions of the Company's existing Series G Participating Convertible Preferred Stock and the Series H Participating Convertible Preferred Stock in connection with the issuance of 2,600 shares of Series K Participating Convertible Preferred Stock and the issuance of 185.4 shares of Series L Participating Convertible Preferred Stock and (2) increase the number of shares of authorized Common Stock from 600,000,000 to 750,000,000 and increase the number of shares of authorized preferred stock from 170,000 to 200,000. The Company has issued shares of its Series K Preferred Stock and Series L Preferred Stock, as defined below, and these shares will become convertible into shares of Common Stock upon the amendment of the Company's Existing Charter.

        The Series K Preferred Stock was issued in connection with the merger of UFO Group, Inc. ("UFO Group") with and into Marvin Internet, Inc., a wholly-owned subsidiary of the Company, on August 12, 2004 (the "Merger"). The Series L Preferred Stock was issued in connection with the acquisition by the Company of substantially all of the assets of Global Access Telecommunications, Inc. on September 15, 2004 (the "Asset Purchase" and, together with the Merger, the "Transactions"), These proposals are described in more detail in this Information Statement. This Information Statement will be first mailed to stockholders on or about October 7, 2004.

        As a result of the issuance of Series K Preferred Stock and the Series L Preferred Stock in connection with the Transactions and as described more fully in the proposal set forth on page 4 (the "Proposal") and the dilution table on page 9, the current holders of the Company's Common Stock will be diluted. In addition, by electing to forego their anti-dilution protection, the holders of Series G Participating Convertible Preferred Stock and Series H Participating Convertible Preferred Stock will be diluted to a greater extent than if they had not foregone such anti-dilution protection. As of September 15, 2004, assuming no anti-dilution adjustment to the Series G Preferred Stock and Series H Preferred Stock, as defined below, and the conversion of all of the Company's convertible preferred stock (including the conversion of the shares of Series K Preferred Stock and Series L Preferred Stock at the conversion rate that will be applicable to such shares at the time that the proposed amendments to the Existing Charter becomes effective), the holders of the Series K Preferred Stock and Series L Preferred Stock would together hold approximately 4.10% of the total issued and outstanding equity of the Company, and the equity securities of the Company outstanding prior to the Transactions would represent approximately 95.90% of the total issued and outstanding equity of the Company. If the anti-dilution provisions of the Series G Preferred Stock and Series H Preferred Stock had not been amended as described herein, the Series K Preferred Stock and the Series L Preferred Stock would together represent approximately 4.08% of the total issued and outstanding equity of the Company, and the equity securities of the Company outstanding prior to the Transactions would represent approximately 95.92% of the total issued and outstanding equity of the Company.

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.



Consent Date; Outstanding Shares; Voting Rights

        Prior to the mailing of this information statement (the "Consent Date"), certain of the Company's stockholders, including holders of at least a majority of the Series G Participating Convertible Preferred Stock and Series H Participating Convertible Preferred Stock, each voting as a separate class, acted by written consent to approve the Proposal described in this Information Statement. On the Consent Date, the Company's issued and outstanding capital stock consisted of:


        Holders of shares of our Common Stock are entitled to one vote for every share held, and holders of our Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock are entitled to a number of votes per share equal to the number of shares of Common Stock issuable upon conversion of such shares of preferred stock. The Series L Preferred Stock is not entitled to vote, except as required by Delaware Law. Each share of Series F Preferred Stock is convertible into 6,200 shares of Common Stock; each share of Series G Preferred Stock is convertible into between 5,759 and 19,617 shares of Common Stock (depending on the specific terms of the sub-series); each share of Series H Preferred Stock is convertible into 769 shares of Common Stock; each share of Series I Preferred Stock is convertible into approximately 6,200 shares of Common Stock; and each share of Series J Preferred Stock is convertible into 30,998 shares of Common Stock. Prior to the amendment of the Existing Charter, neither the Series K Preferred Stock nor the Series L Preferred Stock is convertible into shares of our Common Stock, and as a result, holders of shares of our Series K Preferred Stock and Series L Preferred Stock currently are not entitled to vote. After the amendment of the Existing Charter, each share of Series K Preferred Stock will be convertible into 6,200 shares of Common Stock and each share of Series L Preferred Stock will be convertible into 30,998 shares of Common Stock. In addition, the holders of the Series L Preferred Stock have entered into a voting agreement with the Company pursuant to which it has given the board of directors of the Company the right to direct the voting of 2,873,528 shares of Common Stock issuable upon conversion of the Series L Preferred Stock.

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Dissenters' Rights of Appraisal

        Under the laws of the State of Delaware and the Company's governing documents, stockholders will not have the right to dissent and obtain payment for their shares in connection with the proposals described in this Information Statement.

Note Regarding Share and Per Share Data

        In connection with the completion of the merger of Allied Riser Communications Corporation ("Allied Riser") with a subsidiary of the Company, which is discussed in the footnotes to the financial statements accompanying this Information Statement, the Company completed a ten-for-one reverse stock split with respect to its Common Stock. All share and per-share information contained in and accompanying this Information Statement reflects the occurrence of that reverse stock split.

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PROPOSAL
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION

        The Board of Directors has unanimously adopted, subject to stockholder approval, Amendment No. 2 to the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended, a copy of which is attached hereto as Appendix A (the "Charter Amendment") in connection with the authorization and issuance of Series K Preferred Stock and the authorization and issuance of Series L Preferred Stock. On the Consent Date, stockholders holding capital stock of the Company representing a number of votes sufficient to approve the proposal gave their written consent to approve the adoption of the Charter Amendment.

        The Charter Amendment will (1) amend each of the certificates of designation of the Series G Preferred Stock and the Series H Preferred Stock to exclude from the definition of "Additional Shares of Common Stock" the issuance of the Series K Preferred Stock and the Series L Preferred Stock and (2) increase the number of shares of authorized Common Stock from 600,000,000 to 750,000,000 and the number of shares of authorized preferred stock from 170,000 to 200,000.

        The Charter Amendment will become effective upon its filing with the Secretary of State of the State of Delaware. Except as described herein and in the public offering of Common Stock described in the Company's registration statement on Form S-1 filed on May 18, as amended (No. 333-115589), the Company has no current plan, proposal or arrangement, written or otherwise, to issue the additional Common Stock or the undesignated preferred stock. However, the Company may from time to time issue some or all of the additional Common Stock or undesignated preferred stock in connection with one or more acquisitions, financings or other transactions deemed to be in the Company's best interests.

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DESCRIPTION OF OUR BUSINESS

        We are a leading facilities-based provider of low-cost, high-speed Internet access and Internet Protocol connectivity. Our network has been designed and optimized to transmit data using Internet Protocol, which provides us with significant cost and performance advantages over legacy networks. We deliver our services to more than 5,000 small and medium-sized businesses, communications service providers, and other bandwidth-intensive organizations in North America and Europe. Our primary service is providing Internet access at a speed of 100 Megabits per second, much faster than typical Internet access currently offered to businesses, and is delivered through our own facilities running all the way to our customers' premises.

        Our network is comprised of in-building riser facilities, metropolitan optical fiber networks, metropolitan traffic aggregation points and intercity transport facilities. The network is physically connected entirely through our facilities to over 950 buildings in which we provide our "on-net" services, including over 800 multi-tenant office buildings. The term "on-net" means services provided to customers or buildings that are directly connected to our fiber optic network, utilizing Ethernet interfaces. We also provide on-net services in carrier-neutral colocation facilities, data centers and single-tenant office buildings. Because of our network architecture, we are not dependent on local telephone companies to serve our on-net customers. In addition to providing our on-net services, we also provide Internet connectivity to customers that are not located in buildings directly connected to our network. We serve these "off-net" customers using other carriers' facilities to provide the last mile portion of the link from our customers' premises to our network.

        Our network allows us to respond to the growing demand for low-cost, high-speed Internet connectivity. On average, we currently serve approximately 4% of the tenants in each of our multi-tenant on-net buildings. We believe our multi-tenant on-net buildings have an average of 45 tenants. In addition, we currently serve less than 1% of the approximate 172,000 small and medium-sized businesses in the geographic regions in which we offer our off-net services. We also operate 29 data centers comprising over 300,000 square feet throughout North America and Europe that allow customers to colocate their equipment and access our network. We intend to continue to expand our addressable market by selectively adding buildings to our network.

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DESCRIPTION OF THE TRANSACTIONS

The Merger

        In the second quarter of 2004, the Company learned of an opportunity to acquire substantially all of the assets of Unlimited Fiber Optics, Inc., a Delaware corporation ("UFO"). UFO's customer base is comprised of data service customers and its network is comprised of fiber optic facilities located in San Francisco, Los Angeles and Chicago. As the initial step in the acquisition transaction, Paladin Capital and Kline Hawkes and certain of their affiliates invested an aggregate amount of approximately $3.0 million into a newly formed entity, UFO Group, Inc., in exchange for all the authorized and issued shares of common stock of UFO Group in the aggregate amount of 2,600 shares. Simultaneously, UFO Group purchased substantially all of the assets of UFO in exchange for extending a loan in the principal amount of $950,000, assuming the liabilities of UFO and issuing to UFO 550 shares of UFO Group common stock. Subsequently, on August 12, 2004, a wholly-owned subsidiary of the Company merged with and into UFO Group, whereby all of the outstanding shares of UFO Group common stock were converted into 2,600 shares of Series K Preferred Stock on a one for one basis. The 2,600 shares of the Series K Preferred Stock will be convertible into approximately 16.1 million shares of Common Stock upon filing the Charter Amendments.

        The assets acquired in the Merger included net cash of approximately $2.0 million, all of UFO's customer contracts, customer accounts receivable and certain network equipment. Assumed liabilities include certain vendor relationships and accounts payable. The Company intends to integrate these acquired assets into its operations and onto its broadband network.

The Asset Purchase

        In the third quarter of 2004, the Company learned of an opportunity to acquire substantially all of the assets of Global Access Telecommunications, Inc., a German internet access provider ("Global Access"). Global Access's customer base is comprised of approximately 400 dedicated access customers and its network includes two data centers located in Frankfurt and Hamburg. On September 15, 2004, a wholly- owned subsidiary of the Company acquired substantially all the assets of Global Access, in exchange for 185.4 shares of Series L Preferred Stock. The 185.4 shares of Series L Preferred Stock will be convertible into approximately 5.8 million shares of Common Stock upon filing the Charter Amendments. The Company intends to integrate these acquired assets into its operations and onto its broadband network.

Terms of the Series K Preferred Stock and the Series L Preferred Stock

        A summary of certain of the rights and preferences of the Series K Preferred Stock and the Series L Preferred Stock is set forth below. The complete designation of the rights and preferences of the Series K Preferred Stock and the Series L Preferred Stock is set forth in the certificates of designation in the forms attached hereto as Appendices B and C.

Dividends

        The holders of the Series K Preferred Stock and the Series L Preferred Stock will be entitled to receive out of legally available funds, dividends (on an as-converted-to-Common-Stock basis) payable when and if dividends are declared by the Board of Directors with respect to the Common Stock. The Company has no current plan, proposal or arrangement, written or otherwise, to pay dividends with respect to the Common Stock.

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Conversion

        Each share of the Series K Preferred Stock and the Series L Preferred Stock may be converted into shares of Common Stock at the election of its holder at any time after the Charter Amendment becomes effective (the "Convertibility Date").

        After the Convertibility Date, each share of the Series K Preferred Stock will be automatically converted into approximately 6,200 shares of Common Stock upon the affirmative election of the holders of at least two thirds of the outstanding shares of the Series K Preferred Stock. Each share of the Series K Preferred Stock is convertible into approximately 6,200 shares of Common Stock and will be convertible into an aggregate of approximately 16.1 million shares of Common Stock representing 2.9% of the fully diluted authorized and outstanding shares of Common Stock as of the completion of the Merger (assuming conversion of all of the Company's issued and outstanding securities that are convertible into Common Stock and exercise of all outstanding options and warrants or any other rights to purchase or acquire other equity interests in the Company).

        After the Convertibility Date, each share of the Series L Preferred Stock will be automatically converted into approximately 30,998 shares of Common Stock upon the affirmative election of the holders of at least two thirds of the outstanding shares of the Series L Preferred Stock. Each share of the Series L Preferred Stock is convertible into approximately 30,998 shares of Common Stock and will be convertible into an aggregate of approximately 5.8 million shares of Common Stock representing 1.0% of the fully diluted authorized and outstanding shares of Common Stock as of the completion of the Asset Purchase (assuming conversion of all of the Company's issued and outstanding securities that are convertible into Common Stock and exercise of all outstanding options and warrants or any other rights to purchase or acquire other equity interests in the Company).

        The conversion price will be subject to adjustment as provided in the paragraph below (relating to antidilution). The Series K Preferred Stock and the Series L Preferred Stock will be automatically converted into Common Stock, at their then applicable conversion rates in the event of an underwritten public offering of shares of the Company at a total offering of not less than $50 million at a post-money valuation of the Company of $500 million (a "Qualifying PO").

Sinking Fund Provisions

        Neither the Series K Preferred Stock nor the Series L Preferred Stock are subject to sinking fund provisions.

Restrictions on Alienability

        Neither the Series K Preferred Stock nor the Series L Preferred Stock are subject to restrictions on alienability.

Antidilution

        Proportional adjustments will be made for stock splits, stock dividends, recapitalizations, and the like. The conversion price of the Series K Preferred Stock and the Series L Preferred Stock will be adjusted on a weighted average basis for issuances of additional equity securities at a purchase price below the then-effective applicable conversion price of the Series K Preferred Stock and the Series L Preferred Stock (subject to exceptions). In addition, if there is an adjustment to the conversion price of the Series F Preferred Stock, the Series G Preferred Stock, the Series H Preferred Stock, the Series I Preferred Stock, the Series J Preferred Stock, the Series K Preferred Stock or the Series L Preferred Stock, then all such series of preferred stock shall receive the same proportional adjustment.

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Voting Rights and Protective Provisions

        After the Convertibility Date, the Series K Preferred Stock will vote together with the Common Stock and not as a separate class, except as required by law with respect to any amendment or waiver of any provisions of the Company's proposed Charter Amendment or bylaws that adversely affects the rights, preferences and privileges of the Series K Preferred Stock. Each share of the Series K Preferred Stock will have a number of votes equal to the number of shares of Common Stock then issuable upon conversion of such share on all matters except for the election of directors for which the Series K Preferred Stock will have no vote.

        After the Convertibility Date, the Series L Preferred Stock will not have any voting rights, except as required by Delaware Law.

Liquidation Preference; Participation

        Upon an acquisition, dissolution, liquidation, or winding up of the Company, the holders of the Series K Preferred Stock and the Series L Preferred Stock and the other holders of preferred stock of the Company shall be entitled to receive, out of the assets of the Company remaining after all of the Company's debts and liabilities have been paid or otherwise provided for, but before any payments have been made to the holders of Common Stock, an amount payable in cash on account of each share of Series K Preferred Stock and Series L Preferred Stock plus any declared but unpaid dividends amounts equal to and with the preference as follows: (1) the holders of the Series F Preferred Stock, Series G Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock and Series L Preferred Stock will be entitled to receive on a pari passu basis a return of an amount equal to the amount paid, or deemed to have been paid, for such preferred stock; (2) the holders of the Series G Preferred Stock will be entitled to $82 million, the holders of Series I Preferred Stock will be entitled to receive approximately $5.2 million, the Series J Preferred Stock will be entitled to receive $38.9 million, the holders of Series K Preferred Stock will be entitled to receive $5.2 million, the holders of Series L Preferred Stock will be entitled to receive approximately $1.85 million and the holders of the Series H Preferred Stock will receive $9.1 million; (3) the holders of the Series F Preferred Stock shall receive $18.1 million; and (4) the holders of the Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock and Series L Preferred Stock will be entitled to share with the holders of Common Stock in any remaining proceeds on an as converted to Common Stock basis.

        An "acquisition" includes a merger, consolidation, or sale of all or substantially all of the assets of the Company in any transaction or series of related transactions in which the stockholders of the Company do not own 50% of the voting power of the surviving corporation.

Redemption

        Neither the Series K Preferred Stock nor the Series L Preferred Stock will be redeemable.

Registration Rights Agreement and Stockholders Agreement

        The holders of the Series F Preferred Stock, Series G Preferred Stock, Series I Preferred Stock, Series J Preferred, Series K Preferred Stock and the Series L Preferred Stock are parties to a Fifth Amended and Restated Registration Rights Agreement with the Company, that provides for, among other things, registration rights with respect to Common Stock issued to the parties to the agreement. The holders of the Series F Preferred Stock, Series G Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock and the Series L Preferred Stock are also parties to a Fourth Amended and Restated Stockholders Agreement, that provides for, among other things, an agreement by these parties to vote shares of Common Stock held by them for directors of the Company so as to elect as directors of the Company persons designated by certain of the parties to

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such agreement as well as the right to participate on a proportional basis in any future equity offerings by the Company.

Dilutive Effect on Holders of Common Stock

        Due to the issuance of the Series K Preferred Stock in connection with the Merger and the issuance of the Series L Preferred Stock in connection with the Asset Purchase, the equity interests of our existing Common Stockholders and Preferred Stockholders, as a percentage of the total number of shares of the Company's Common Stock assuming conversion of the preferred stock, has been diluted.

 
  Percentage of Outstanding Common Stock Owned
(Assuming Conversion of Preferred Stock)

 
Existing Class of Equity Securities

  Before Issuance of
Series K Preferred Stock
and Series L Preferred Stock

  After Issuance of
Series K Preferred Stock
and Series L Preferred Stock
(assuming no anti-
dilution adjustment to Series G and Series H Preferred Stock)

  After Issuance of
Series K Preferred Stock
and Series L Preferred Stock
(assuming anti-
dilution adjustment to Series G and Series H Preferred Stock)

 
Common Stock   3.15 % 3.02 % 3.02 %
Preferred Stock   96.80 % 92.84 % 92.85 %
Series K Preferred Stock     3.02 % 3.01 %
Series L Preferred Stock     1.08 % 1.07 %

        Additionally, in the event of any dissolution, liquidation, or winding up of the Company, at least $2.7 million will be paid in cash to holders of the Series L Preferred Stock, at least $7.7 million will be paid in cash to holders of the Series K Preferred Stock, at least $7.7 million will be paid in cash to holders of the Series I Preferred Stock, at least $58.4 million will be paid in cash to holders of the Series J Preferred Stock, at least $29.1 million will be paid in cash to the holders of the Series F Preferred Stock, at least $123.0 million will be paid in cash to the holders of the Series G Preferred Stock and at least $7.9 million will be paid in cash to the holders of the Series H Preferred Stock before any payment is made to the holders of Common Stock.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

        The following table sets forth certain information with respect to the beneficial ownership of shares of the Company's capital stock as of September 15, 2004, (1) assuming that the Series K Preferred Stock and the Series L Preferred Stock were convertible on that date and (2) assuming conversion of all of the shares of the Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock and Series L Preferred Stock into Common Stock at their then effective conversion rates, by:

        Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares subject to options, warrants and securities convertible into common stock held by that person that are exercisable as of September 15, 2004 or exercisable within 60 days thereof are deemed beneficially owned. Except as indicated in the footnotes to this table, we believe that each stockholder named in the following table has sole voting and investment power with respect to the shares set forth opposite such stockholder's name, except to the extent shared by a spouse under applicable law. This table is based on information supplied by officers, directors and principal stockholders. As of September 15, 2004, assuming conversion of all of the Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock into Common Stock at their then effective conversion rates, there would have been 511.9 million shares of Common Stock outstanding. If the Series K Preferred Stock and the Series L Preferred Stock had been convertible as of September 15, 2004, and assuming conversion of all of the outstanding preferred stock of the Company, including the Series K Preferred Stock and the Series L Preferred Stock, into Common Stock at their then effective conversion rates, there would have been 533.7 million shares of Common Stock outstanding.

        Unless otherwise noted, the address for each stockholder below is: c/o Cogent Communications Group, Inc., 1015 31st Street, N.W., Washington D.C. 20007.

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Name and Address

  Number of Shares
  Percent
Ownership
as of
September 15,
2004

  Number of
Shares after
convertibility of
Series K
Preferred Stock
and Series L
Preferred Stock

  Percent
Ownership after
convertibility of
Series K
Preferred Stock
and Series L
Preferred Stock

 
Entities affiliated with Jerusalem Venture Partners
Building One Mahla,
Jerusalem 91487(1)
  98,632,617   18.4 % 98,632,617   17.6 %
Entities affiliated with Oak Investment Partners IX, LP
One Gorham Island
Westport, CT 06880(2)
  79,300,901   14.8   79,300,901   14.2  
Entities affiliated with BNP Europe Telecom & Media Fund II, LP(3)   77,495,350   14.4   77,495,350   13.9  
Entities affiliated with Worldview Technology Partners
435 Tasso Street, #120
Palo Alto, CA 94301(4)
  66,105,487   12.3   66,105,487   11.8  
Entities affiliated with BCP Capital (previously Broadview Capital Partners)
One Maritime Plaza, Suite 2525(5)
San Francisco, CA
  40,230,837   7.5   40,230,837   7.2  
Cisco Systems Capital Corporation(6)   68,199,901   12.7   68,199,901   12.2  
David Schaeffer(7)   20,574,996   3.8   20,574,996   3.7  
Erel Margalit(1)   98,632,617   18.4   98,632,617   17.6  
Michael Carus(1)   98,632,617   18.4   98,632,617   17.6  
Edward Glassmeyer(2)   79,300,901   14.8   79,300,901   14.2  
Jean-Jacques Bertrand(3)   77,495,350   14.4   77,495,350   13.9  
Timothy Weingarten(4)   66,105,487   12.3   66,105,487   11.8  
Steven Brooks(5)   40,230,837   7.5   40,230,837   7.2  
Mark Schleifer(8)   230,000   *   230,000   *  
Robert Beury(9)   230,000   *   230,000   *  
R. Reed Harrison III(10)   675,236   *   675,236   *  
Directors and executive officers as a group
14 persons) (11)
  384,366,281   71.5   384,366,281   68.7  

*
Less than 1%

(1)
Includes shares held by entities affiliated with Jerusalem Venture Partners, of which Mr. Margalit is Managing General Partner and Mr. Carus is a General Partner and CFO, including: (a) JVP III, LP, (b) JVP III (Israel) LP, (c) JVP Entrepreneurs Fund LP, (d) JVP IV, LP, (e) JVP-IV-A LP, and (f) JVP IV (Israel) LP. Messrs. Margalit and Carus disclaim beneficial ownership of such shares.

(2)
Includes shares held by entities affiliated with Oak Investment Partners, of which Mr. Glassmeyer is a director, including: (a) Oak Investment Partners IX, LP, (b) Oak IX Affiliates Fund, LP, and (c) Oak IX Affiliates (Annex), LP. Mr. Glassmeyer disclaims beneficial ownership of such shares.

(3)
Includes shares held by Natio Vie Developpement3, Fonds Communde Placement a Risque ("NVD3"), and BNP Europe Telecom & Media Fund II ("BNP ETMF"). BNP ETMF may be deemed to beneficially own the shares owned by NVD3 by virtue of their relationship, whereby BNP Private Equity SA ("BNP PE") is the management company of NVD 3 and BNP PE shares

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(4)
Includes shares held by entities affiliated with Worldview Technology Partners, of which Mr. Weingarten is an employee, including: (a) Worldview Technology Partners III, LP, (b) Worldview Technology International III, LP, (c) Worldview Strategy III, LP, (d) Worldview III Carrier Fund, LP, (e) Worldview Technology Partners IV, LP, (f) Worldview Technology International IV, LP, and (g) Worldview Strategic Partners IV, LP. Mr. Weingarten disclaims beneficial ownership of such shares.

(5)
Includes shares held by entities affiliated with BCP Capital, of which Mr. Brooks is Managing Director, including: (a) BCI Holdings LP, (b) Broadview Holdings LLP, (c) Broadview BCPSBS Fund, (d) BCP Associates Fund LLC (previously known as Broadview Capital Partners Affiliates Fund LLC), (e) BCP General LLC (previously known as Broadview Capital Partners Management LLC), and (f) BCP Capital QPF, L.P. (previously known as Broadview Capital Partners Qualified Purchaser Fund L.P.). Mr. Brooks disclaims beneficial ownership of such shares.

(6)
Includes 11,000 shares of Series F Preferred Stock, convertible into 68,199,901 shares of Common Stock.

(7)
Includes 295,424 shares of Common Stock, 160,424 of which are owned directly by Mr. Schaeffer and 135,000 shares of which are held by the Schaeffer Descendant's Trust. Mr. Schaeffer disclaims beneficial ownership of such shares. Also includes 200 shares of Series G Preferred Stock convertible into 3,923,409 shares of Common Stock and 21,263 shares of Series H Preferred Stock, convertible into 16,356,163 shares of Common Stock.

(8)
Includes 351 shares of Series H Preferred Stock, convertible into 270,000 shares of Common Stock.

(9)
Includes 351 shares of Series H Preferred Stock, convertible into 270,000 shares of Common Stock.

(10)
Includes options for 878 shares of Series H Preferred Stock, convertible into 675,236 shares of Common Stock.

(11)
See footnotes (1) through (9) above. Consists of Dave Schaeffer, Mark Schleifer, Robert Beury, Erel Margalit, Edward Glassmeyer, Timothy Weingarten, Steven Brooks, Michael Carus, Jean-Jacques Bertrand, R. Brad Kummer, Timothy O'Neill, R. Reed Harrison III, Warren Thrasher and Thaddeus Weed.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        You should read this Information Statement together with the financial statements and related notes and other information accompanying this Information Statement. The results discussed therein are not necessarily indicative of the results to be expected in any future periods. Certain matters discussed therein are forward-looking statements. This Information Statement may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and other similar words.

        Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Key risks to our Company are described in our registration statement on Form S-1 filed on May 18, 2004, as amended, (No. 333-115589) and our other documents filed from time to time with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statement.

13


    By Order of the Board of Directors

 

 

    
GRAPHIC

 

 

    David Schaeffer, Chairman and Chief Executive Officer

Dated: October 6, 2004
Washington, D.C.

14



APPENDIX A

AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION

        Cogent Communications Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"),

        DOES HEREBY CERTIFY:


2



Exhibit A

        (4)   "Additional Shares of Common Stock" shall mean, with respect to any shares of Series G Preferred Stock, all shares of Common Stock issued by the Corporation or deemed to be issued pursuant to this Article 4(i), whether or not subsequently reacquired or retired by the Corporation other than (1) shares of Common Stock issued upon conversion of any Preferred Stock, (2) up to 10,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to employees, officers or directors of, or consultants or advisors to the Corporation or any Subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors, (3) up to 2,000,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to investors in or lenders to the Corporation, (4) additional convertible debt or equity issued in exchange for, upon conversion of, or as paid-in-kind interest payment on, the 7.50% convertible notes due 2007 of Allied Riser Communications Corporation outstanding on the Original Issue Date and in accordance with the terms of such convertible notes as in effect on the Original Issue Date, (5) up to 3,000 shares of Series I Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (6) up to 3,891 shares of Series J Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (7) up to 2,600 shares of Series K Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, and (8) up to 185.4 shares of Series L Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof.

3



Exhibit B

        (4)   "Additional Shares of Common Stock" shall mean, with respect to any shares of Series H Preferred Stock, all shares of Common Stock issued by the Corporation or deemed to be issued pursuant to this Article 4(i), whether or not subsequently reacquired or retired by the Corporation other than (1) shares of Common Stock issued upon conversion of any Preferred Stock, (2) up to 10,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to employees, officers or directors of, or consultants or advisors to the Corporation or any Subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors, (3) up to 2,000,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to investors in or lenders to the Corporation, (4) additional convertible debt or equity issued in exchange for, upon conversion of, or as paid-in-kind interest payment on, the 7.50% convertible notes due 2007 of Allied Riser Communications Corporation outstanding on the Original Issue Date and in accordance with the terms of such convertible notes as in effect on the Original Issue Date, (5) up to 3,000 shares of Series I Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (6) up to 3,891 shares of Series J Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (7) up to 2,600 shares of Series K Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, and (8) up to 185.4 shares of Series L Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof.

4



Exhibit C

        (4)   "Additional Shares of Common Stock" shall mean, with respect to shares of Series I Preferred Stock, all shares of Common Stock issued by the Corporation or deemed to be issued pursuant to this Article 4(i), whether or not subsequently reacquired or retired by the Corporation other than (1) shares of Common Stock issued upon conversion of any Preferred Stock, (2) up to 10,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to employees, officers or directors of, or consultants or advisors to the Corporation or any Subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors, (3) up to 2,000,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to investors in or lenders to the Corporation, (4) additional convertible debt or equity issued in exchange for, upon conversion of, or as paid-in-kind interest payment on, the 7.50% convertible notes due 2007 of Allied Riser Communications Corporation outstanding on the Original Issue Date and in accordance with the terms of such convertible notes as in effect on the Original Issue Date, (5) up to 3,000 shares of Series I Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (6) up to 3,891 shares of Series J Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (7) up to 2,600 shares of Series K Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, and (8) up to 185.4 shares of Series L Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof.

5



Exhibit D

        (4)   "Additional Shares of Common Stock" shall mean, with respect to shares of Series J Preferred Stock, all shares of Common Stock issued by the Corporation or deemed to be issued pursuant to this Article 4(i), whether or not subsequently reacquired or retired by the Corporation other than (1) shares of Common Stock issued upon conversion of any Preferred Stock, (2) up to 10,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to employees, officers or directors of, or consultants or advisors to the Corporation or any Subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors, (3) up to 2,000,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to investors in or lenders to the Corporation, (4) additional convertible debt or equity issued in exchange for, upon conversion of, or as paid-in-kind interest payment on, the 7.50% convertible notes due 2007 of Allied Riser Communications Corporation outstanding on the Original Issue Date and in accordance with the terms of such convertible notes as in effect on the Original Issue Date, (5) up to 3,000 shares of Series I Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (6) up to 3,891 shares of Series J Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (7) up to 2,600 shares of Series K Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, and (8) up to 185.4 shares of Series L Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof.

6



Exhibit E

        (4)   "Additional Shares of Common Stock" shall mean, with respect to shares of Series K Preferred Stock, all shares of Common Stock issued by the Corporation or deemed to be issued pursuant to this Article 4(i), whether or not subsequently reacquired or retired by the Corporation other than (1) shares of Common Stock issued upon conversion of any Preferred Stock, (2) up to 10,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to employees, officers or directors of, or consultants or advisors to the Corporation or any Subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors, (3) up to 2,000,000 shares of Common Stock issued or issuable pursuant to options, warrants or other rights (as adjusted for any stock splits, reverse stock splits, recapitalizations and similar capital events) issued to investors in or lenders to the Corporation, (4) additional convertible debt or equity issued in exchange for, upon conversion of, or as paid-in-kind interest payment on, the 7.50% convertible notes due 2007 of Allied Riser Communications Corporation outstanding on the Original Issue Date and in accordance with the terms of such convertible notes as in effect on the Original Issue Date, (5) up to 3,000 shares of Series I Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (6) up to 3,891 shares of Series J Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, (7) up to 2,600 shares of Series K Participating Convertible Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof, and (8) up to 185.4 shares of Series L Preferred Stock and the shares of Common Stock issued or issuable upon the conversion thereof.

7


        IN WITNESS WHEREOF, the undersigned has executed this certificate this    day of September, 2004, and hereby affirms that this Certificate of Amendment is the act and deed of the Corporation and that the facts stated herein are true.


 

By:

    

Name:  David Schaeffer
Title:    President

8



APPENDIX B

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS
AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS

OF

SERIES K PARTICIPATING CONVERTIBLE PREFERRED STOCK

OF

COGENT COMMUNICATIONS GROUP, INC.


PURSUANT TO SECTION 151 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


        Cogent Communications Group, Inc., a Delaware corporation (the "Corporation"), hereby certifies that, pursuant to the authority contained in Article IV of its Certificate of Incorporation (the "Certificate of Incorporation") and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation (the "Board"), on July 30, 2004 duly adopted resolutions, which resolutions remain in full force and effect as of the date hereof, establishing, in accordance with the provisions set forth in Article IV of the Corporation's Certificate of Incorporation, a series of authorized preferred stock of the Corporation having a par value of $0.001 per share, which series shall (i) be issuable as "Series K Participating Convertible Preferred Stock" (the "Series K Preferred Stock"), (ii) consist of a total of 2,600 shares, and (iii) have the following voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof:

        1.    Certain Definitions.    

        Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of this resolution, the meanings herein specified.

        "Common Stock" shall mean the common stock, par value $0.001 per share, of the Corporation.

        "Convertibility Date" shall mean the earlier of December 10, 2004 and the date on which the corporation files an amendment to its Certificate of Incorporation amending the terms of each sub-series of its Series G Participating Convertible Preferred Stock providing that the issuance of shares of its Series K Preferred Stock or the conversion of such shares into Common Stock shall not be deemed an issuance of "Additional Shares of Common Stock" as that term is defined in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of such sub-series of Series G Participating Convertible Preferred Stock.

        "Junior Stock—Primary" shall mean the Series J Participating Convertible Preferred Stock with respect to the Series J Secondary Liquidation Preference, Series I Participating Convertible Preferred Stock with respect to the Series I Secondary Liquidation Preference, Series H Participating Convertible Preferred Stock with respect to the Series H Primary Liquidation Preference, the Series G Participating Convertible Preferred Stock with respect to the Series G Secondary Liquidation Preference, the Series F Participating Convertible Preferred Stock with respect to the Series F Secondary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date (as defined herein) ranking junior to the Series K Preferred Stock in respect of the right to receive dividends or, with respect to the Primary Liquidation Preference (as defined herein), to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.



        "Junior Stock—Secondary" shall mean the Series F Participating Convertible Preferred Stock with respect to the Series F Secondary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking junior to the Series K Preferred Stock in respect of the right to receive dividends or, with respect to the Secondary Liquidation Preference (as defined herein), to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Junior Stock" shall mean the Junior Stock—Primary and the Junior Stock-Secondary, collectively.

        "Pari Passu Stock—Primary" shall mean the Series J Participating Convertible Preferred Stock with respect to the Series J Primary Liquidation Preference, Series I Participating Convertible Preferred Stock with respect to the Series I Primary Liquidation Preference, Series G Participating Convertible Preferred Stock with respect to the Series G Primary Liquidation Preference, the Series F Participating Convertible Preferred Stock with respect to the Series F Primary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking pari passu with the Series K Preferred Stock in respect of the right to receive dividends or, with respect to the Primary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Pari Passu Stock—Secondary" shall mean the Series J Participating Convertible Preferred Stock with respect to the Series J Secondary Liquidation Preference, Series I Participating Convertible Preferred Stock with respect to the Series I Secondary Liquidation Preference, Series G Participating Convertible Preferred Stock with respect to the Series G Secondary Liquidation Preference, the Series H Participating Convertible Preferred Stock with respect to the Series H Primary Liquidation Preference, and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking pari passu with the Series K Preferred Stock in respect of the right to receive dividends or, with respect to the Secondary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Pari Passu Stock" shall mean the Pari Passu Stock—Primary and the Pari Passu Stock - Secondary, collectively.

        "Participating Preferred Stock" shall mean the Series F, G, H, I, J and K Participating Convertible Preferred Stock, par value $0.001 per share, and any other series of Preferred Stock of the Corporation that participates with the Common Stock in liquidation after payment of all liquidation preferences.

        "Preferred Stock" shall mean the preferred stock, par value $0.001 per share, of the Corporation, however designated.

        "Senior Stock—Primary" shall mean any class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking senior to the Series K Preferred Stock in respect of the right to receive dividends or, with respect to the Primary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Senior Stock—Secondary" shall mean the Series F Participating Convertible Preferred Stock with respect to the Series F Primary Liquidation Preference, the Series G Participating Convertible Preferred Stock with respect to the Series G Primary Liquidation Preference, the Series I Participating Convertible Preferred Stock with respect to the Series I Primary Liquidation Preference, the Series J Participating Convertible Preferred Stock with respect to the Series J Primary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking senior to the Series K Preferred Stock in respect of the right to receive dividends or, with respect to the Secondary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

2



        "Senior Stock" shall mean the Senior Stock—Primary and the Senior Stock -Secondary, collectively.

        "Series F Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series F Participating Convertible Preferred Stock.

        "Series F Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series F Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series F Participating Convertible Preferred Stock.

        "Series F Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series F Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series F Participating Convertible Preferred Stock.

        "Series G Controlling Adjustment Factor" shall mean the smallest fraction designated as "Adjustment Factor" in the various Certificates of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of each of the sub-series of the Series G Participating Convertible Preferred Stock.

        "Series G Primary Liquidation Preference" shall mean the liquidation proceeds payable to each of the sub-series of the Series G Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series G Participating Convertible Preferred Stock.

        "Series G Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series G Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series G Participating Convertible Preferred Stock.

        "Series H Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series H Participating Convertible Preferred Stock.

        "Series H Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series H Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series H Participating Convertible Preferred Stock.

        "Series I Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series I Participating Convertible Preferred Stock.

        "Series I Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series I Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating,

3



Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series I Participating Convertible Preferred Stock.

        "Series I Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series I Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series I Participating Convertible Preferred Stock.

        "Series J Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series J Participating Convertible Preferred Stock.

        "Series J Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series J Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series J Participating Convertible Preferred Stock.

        "Series J Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series J Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series J Participating Convertible Preferred Stock.

        2.    Voting.    

        3.    Preferences on Liquidation, Dissolution etc.    

4


5


6


        4.    Conversion Rights.    Conversion of the Series K Preferred Stock into shares of Common Stock shall be subject to the following provisions:

7


8


9


10


11


12


13


        5.    Dividend Rights.    

        6.    Residual Rights.    All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in Article IV of the Certificate of Incorporation shall be vested in the Common Stock.

        7.    Amendment.    No provision of this Certificate may be amended, modified or waived without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of the Series K Preferred Stock.

* * * * *

        IN WITNESS WHEREOF, Cogent Communications Group, Inc. has caused this Certificate of Designations to be executed and delivered in its name and on its behalf on August 9, 2004.


 

 

COGENT COMMUNICATIONS GROUP, INC.

 

 

/s/  
DAVID SCHAEFFER      
David Schaeffer, Chief Executive Officer

14



APPENDIX C

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS
AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS

OF

SERIES L PARTICIPATING CONVERTIBLE PREFERRED STOCK

OF

COGENT COMMUNICATIONS GROUP, INC.


PURSUANT TO SECTION 151 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


        Cogent Communications Group, Inc., a Delaware corporation (the "Corporation"), hereby certifies that, pursuant to the authority contained in Article IV of its Certificate of Incorporation (the "Certificate of Incorporation") and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation (the "Board") on September 8, 2004 duly adopted resolutions, which resolutions remain in full force and effect as of the date hereof, establishing, in accordance with the provisions set forth in Article IV of the Corporation's Certificate of Incorporation, a series of authorized preferred stock of the Corporation having a par value of $0.001 per share, which series shall (i) be issuable as Series L Participating Convertible Preferred Stock (the "Series L Preferred Stock"), (ii) consist of a total of 185.4 shares, and (iii) have the following voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof:

        1.    Voting.    

        Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of this resolution, the meanings herein specified.

        "Common Stock" shall mean the common stock, par value $0.001 per share, of the Corporation.

        "Convertibility Date" shall mean the earlier of December 31, 2004 and the date on which the corporation files an amendment to its Certificate of Incorporation amending the terms of each sub-series of its Series G Participating Convertible Preferred Stock, providing that the issuance of shares of its Series L Preferred Stock or the conversion of such shares into Common Stock shall not be deemed an issuance of "Additional Shares of Common Stock" as that term is defined in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of such sub-series of Series G Participating Convertible Preferred Stock.

        "Junior Stock—Primary" shall mean the Series K Participating Convertible Preferred Stock with respect to the Series K Secondary Liquidation Preference, Series J Participating Convertible Preferred Stock with respect to the Series J Secondary Liquidation Preference, Series I Participating Convertible Preferred Stock with respect to the Series I Secondary Liquidation Preference, Series H Participating Convertible Preferred Stock with respect to the Series H Primary Liquidation Preference, the Series G Participating Convertible Preferred Stock with respect to the Series G Secondary Liquidation Preference, the Series F Participating Convertible Preferred Stock with respect to the Series F Secondary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date (as defined herein) ranking junior to the Series L Preferred Stock in respect of the right to receive dividends or, with respect to the Primary Liquidation Preference (as defined herein), to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.



        "Junior Stock—Secondary" shall mean the Series F Participating Convertible Preferred Stock with respect to the Series F Secondary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking junior to the Series L Preferred Stock in respect of the right to receive dividends or, with respect to the Secondary Liquidation Preference (as defined herein), to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Junior Stock" shall mean the Junior Stock—Primary and the Junior Stock-Secondary, collectively.

        "Pari Passu Stock—Primary" shall mean the Series K Participating Convertible Preferred Stock with respect to the Series K Primary Liquidation Preference, Series J Participating Convertible Preferred Stock with respect to the Series J Primary Liquidation Preference, Series I Participating Convertible Preferred Stock with respect to the Series I Primary Liquidation Preference, Series G Participating Convertible Preferred Stock with respect to the Series G Primary Liquidation Preference, the Series F Participating Convertible Preferred Stock with respect to the Series F Primary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking pari passu with the Series L Preferred Stock in respect of the right to receive dividends or with respect to the Primary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Pari Passu Stock—Secondary" shall mean the Series K Participating Convertible Preferred Stock with respect to the Series K Secondary Liquidation Preference, Series J Participating Convertible Preferred Stock with respect to the Series J Secondary Liquidation Preference, Series I Participating Convertible Preferred Stock with respect to the Series I Secondary Liquidation Preference, Series G Participating Convertible Preferred Stock with respect to the Series G Secondary Liquidation Preference, the Series H Participating Convertible Preferred Stock with respect to the Series H Primary Liquidation Preference, and any other class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking pari passu with the Series L Preferred Stock in respect of the right to receive dividends or with respect to the Secondary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Pari Passu Stock" shall mean the Pari Passu Stock—Primary and the Pari Passu Stock - Secondary, collectively.

        "Participating Preferred Stock" shall mean the Series F, G, H, I, J, K and L Participating Convertible Preferred Stock, par value $0.001 per share, and any other series of Preferred Stock of the Corporation that participates with the Common Stock in liquidation after payment of all liquidation preferences.

        "Preferred Stock" shall mean the preferred stock, par value $0.001 per share, of the Corporation, however designated.

        "Senior Stock—Primary" shall mean any class or series of capital stock of the Corporation authorized on or after the Original Issue Date ranking senior to the Series L Preferred Stock in respect of the right to receive dividends or with respect to the Primary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Senior Stock—Secondary" shall mean the Series K Participating Convertible Preferred Stock with respect to the Series K Primary Liquidation Preference, the Series J Participating Convertible Preferred Stock with respect to the Series J Primary Liquidation Preference, the Series I Participating Convertible Preferred Stock with respect to the Series I Primary Liquidation Preference, the Series G Participating Convertible Preferred Stock with respect to the Series G Primary Liquidation Preference, the Series F Participating Convertible Preferred Stock with respect to the Series F Primary Liquidation Preference and any other class or series of capital stock of the Corporation authorized on or after the Original

2



Issue Date ranking senior to the Series L Preferred Stock in respect of the right to receive dividends or with respect to the Secondary Liquidation Preference, to participate in any distribution upon liquidation, dissolution or winding-up of the affairs of the Corporation, as applicable.

        "Senior Stock" shall mean the Senior Stock—Primary and the Senior Stock -Secondary, collectively.

        "Series F Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series F Participating Convertible Preferred Stock.

        "Series F Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series F Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series F Participating Convertible Preferred Stock.

        "Series F Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series F Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series F Participating Convertible Preferred Stock.

        "Series G Controlling Adjustment Factor" shall mean the smallest fraction designated as "Adjustment Factor" in the various Certificates of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of each of the sub-series of the Series G Participating Convertible Preferred Stock.

        "Series G Primary Liquidation Preference" shall mean the liquidation proceeds payable to each of the sub-series of the Series G Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series G Participating Convertible Preferred Stock.

        "Series G Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series G Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series G Participating Convertible Preferred Stock.

        "Series H Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series H Participating Convertible Preferred Stock.

        "Series H Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series H Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series H Participating Convertible Preferred Stock.

        "Series I Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series I Participating Convertible Preferred Stock.

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        "Series I Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series I Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series I Participating Convertible Preferred Stock.

        "Series I Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series I Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the

        Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series I Participating Convertible Preferred Stock.

        "Series J Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series J Participating Convertible Preferred Stock.

        "Series J Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series J Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series J Participating Convertible Preferred Stock.

        "Series J Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series J Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series J Participating Convertible Preferred Stock.

        "Series K Adjustment Factor" shall mean the fraction designated as "Adjustment Factor" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series K Participating Convertible Preferred Stock.

        "Series K Primary Liquidation Preference" shall mean the liquidation proceeds payable to the Series K Participating Convertible Preferred Stock of the Corporation designated as "Primary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series K Participating Convertible Preferred Stock.

        "Series K Secondary Liquidation Preference" shall mean the liquidation proceeds payable to the Series K Participating Convertible Preferred Stock of the Corporation designated as "Secondary Liquidation Preference" in the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of the Series K Participating Convertible Preferred Stock.

        2.    Voting.    

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        3.    Preferences on Liquidation, Dissolution etc.    

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        4.    Conversion Rights.    Conversion of the Series L Preferred Stock into shares of Common Stock shall be subject to the following provisions:

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        5.    Dividend Rights.    

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        6.    Residual Rights.    All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in Article IV of the Certificate of Incorporation shall be vested in the Common Stock.

        7.    Amendment.    No provision of this Certificate may be amended, modified or waived without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of the Series L Preferred Stock.

        IN WITNESS WHEREOF, Cogent Communications Group, Inc. has caused this Certificate of Designations to be executed and delivered in its name and on its behalf on September 15, 2004.


 

 

COGENT COMMUNICATIONS GROUP, INC.

 

 

By:

 

/s/  
DAVID SCHAEFFER      
Name: David Schaeffer
Title: Chief Executive Officer

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QuickLinks

PROPOSAL AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
DESCRIPTION OF OUR BUSINESS
DESCRIPTION OF THE TRANSACTIONS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
APPENDIX A AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
APPENDIX B CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SERIES K PARTICIPATING CONVERTIBLE PREFERRED STOCK OF COGENT COMMUNICATIONS GROUP, INC.
APPENDIX C CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SERIES L PARTICIPATING CONVERTIBLE PREFERRED STOCK OF COGENT COMMUNICATIONS GROUP, INC.