UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2010
RCN Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-16805
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22-3498533
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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.)
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196 Van Buren Street
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Herndon, VA
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20170
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(Address of principal executive offices)
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(Zip Code)
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(703) 434-8200
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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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 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed by RCN Corporation (the “Company”) in the Form 8-K filed on March 5,
2010 with the Securities and Exchange Commission (the “SEC”), the Company entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Yankee Cable Acquisition, LLC (“Cable Buyer”),
Yankee Metro Parent, Inc. (“Metro Parent”) and Yankee Metro Merger Sub, Inc. (“Merger Sub”) on
March 5, 2010. Cable Buyer, Metro Parent and Merger Sub are controlled by a private equity fund
associated with ABRY Partners.
The Company convened a special meeting of its stockholders at 10:00 a.m. (Eastern time) on May
19, 2010 (the “Special Meeting”): (i) to adopt the Merger Agreement, as it may be amended from time
to time, and to approve the transactions contemplated thereby (the “Merger Proposal”), and (ii) to
approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger
Proposal (the “Adjournment Proposal”). The record date for the Special Meeting was April 12, 2010,
on which date 35,301,291 shares of Company common stock were outstanding and entitled to vote at
the Special Meeting.
The Merger Proposal and the Adjournment Proposal are described in detail in the Company’s
definitive proxy statement on Schedule 14A relating to the Special Meeting, which the Company filed
with the SEC, and mailed to its stockholders of record as of April 12, 2010, on April 21, 2010.
At the Special Meeting, the Merger Proposal was approved by Company stockholders, with
28,967,785 shares cast “For,” 300,346 shares cast “Against,” and
15,241 shares
“Abstaining.” As a result, the Merger Proposal received the necessary vote to be adopted by
Company stockholders at the Special Meeting. The Adjournment Proposal was also approved by Company
stockholders, with 27,365,198 shares cast “For,”
1,916,950 shares cast “Against,” and
1,224 shares “Abstaining.” However, because the Merger Proposal was adopted by Company
stockholders at the Special Meeting, the Adjournment Proposal became moot.
Brokers did not have discretionary voting authority on either proposal at the Special Meeting
and, as a result, there were no broker non-votes in connection with either proposal.
Item 8.01. Other Events.
On May 19, 2010, the Company issued the press release attached hereto as Exhibit 99.1, which
is incorporated herein by reference, announcing that Company stockholders had adopted the Merger
Agreement, and approved the transactions contemplated thereby, at the Special Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following is included as an exhibit to this report:
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Exhibit No.
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Description
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99.1
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Press Release, issued May 19, 2010
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