SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 21, 2006
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission File Number)||(IRS Employer|
|of incorporation)||Identification No.)|
|7015 Albert Einstein Drive, Columbia, Maryland||21046-9400|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code (443) 259-4000
(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 any of the following provisions:
|¨||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 2.02 Results of Operations and Financial Condition.
On February 23, 2006, Broadwing Corporation issued a press release announcing its results of operations for the quarter and year ended December 31, 2005. The press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
As previously reported, Broadwing Corporation elected to pay fifty percent (50%) of the interest of $413,894 and the installment of principal of $32,142,857 due on February 21, 2006 on its Senior Convertible Notes in the form of shares of its Common Stock, $.01 par value per share. In accordance with the formula set forth in the Purchase Agreement relating to the notes, Broadwing issued 1,894,239 shares of Common Stock on February 21, 2006. The shares were issued pursuant to the exemption from registration provided in Section 4(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
|99.1||Press release issued by Broadwing on February 23, 2006 announcing financial results for the fourth quarter and year end 2005|
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 thereunto duly authorized.
|Date: February 24, 2006|
|Lynn D. Anderson|
|Senior Vice President and|
|Chief Financial Officer|