<Page> ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- Date of report (date of earliest event reported): April 4, 2002 (April 2, 2002) ---------------- Cogent Communications Group, Inc. --------------------------------- (Exact Name of Registrant as Specified in Charter) 1-31227 ------- (Commission File No.) 52-2337274 ---------- (IRS Employer Identification No.) Delaware -------- (State or Other Jurisdiction of Incorporation) 1015 31st Street N.W. Washington, DC 20007 (Address of Principal Executive Offices) (202) 295-4200 -------------- (Registrant's telephone number, including area code) ================================================================================ <Page> ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. (a) In a press release dated April 2, 2002, Cogent Communications Corporation, Inc. ("Cogent") announced that it has completed the acquisition of the majority of the U.S. operations of PSINet, Inc. ("PSINet"), including customer base, backbone network and associated equipment, and rights to intellectual property. Consideration for the purchase of these assets was approximately $7 million in cash. In addition, Cogent paid PSINet $3 million for the rights to conduct the due dilligence that Cogent conducted prior to entering into the asset purchase agreement. All funds used in connection with the acquisition came from general corporate funds. The purchase was made from the PSINet bankruptcy estate and was approved by the U.S. Bankruptcy Court for the Southern District of New York. The press release is attached hereto as Exhibit 99.1. (b) The acquired assets are used by PSINet in the provision of high-speed telecommunications services and will be integrated into the Cogent network. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. Pursuant to Item 7(a)(4) of Form 8-K, the financial statements required by Item 7(a) will be filed on or prior to June 17, 2002. (b) Pro Forma Financial Information. Pursuant to Items 7(a)(4) and 7(b)(2) of Form 8-K, the financial statements required by Item 7(b) will be filed on or prior to June 17, 2002. (c) Exhibits: <Table> <Caption> Exhibit Number Description <S> <C> 2.1 Asset Purchase Agreement, dated February 26, 2002, by and among Cogent Communications, PSINet et al. (previously filed as Exhibit 2.1 to our Form 8-K, dated February 26, 2002, and incorporated herein by reference). 99.1 Press Release, dated April 2, 2002, announcing the completion of the acquisition of PSINet's U.S. operations by Cogent (attached hereto). </Table> SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. COGENT COMMUNICATIONS GROUP, INC. Date: April 4, 2002 By: /s/Thaddeus Weed -------------------------- Thaddeus Weed Vice President and Controller 2 <Page> INDEX TO EXHIBITS <Table> <Caption> Exhibit Number Description <S> <C> 2.1 Asset Purchase Agreement, dated February 26, 2002, by and among Cogent Communications, PSINet et al. (previously filed as Exhibit 2.1 to our Form 8-K, dated February 26, 2002, and incorporated herein by reference). 99.1 Press Release, dated April 2, 2002, announcing the completion of the acquisition of PSINet's U.S. operations by Cogent (attached hereto). </Table> 3
<Page> Exhibit 99.1 [COGENT COMMUNINCATIONS LOGO] FOR IMMEDIATE RELEASE Cogent Public Relations Contact: Jeff Henriksen Kristin Duskin-Gadd (202) 295-4388 (828) 684-2434 firstname.lastname@example.org email@example.com Cogent Communications Acquires U.S. Operations of PSINet PSINet Name and Several Services to Remain in Use WASHINGTON, D.C. - April 2, 2002 - Cogent Communications Group, Inc. (AMEX: COI), a Tier One optical Internet Service Provider, announced today that it has completed the acquisition of the majority of the U.S. operations of PSINet, Inc., the first commercial Internet service company ever established. On March 27th, the U.S. Bankruptcy Court for the Southern District of New York approved Cogent's acquisition, clearing the way for Cogent to finalize documentation related to the closing. In this acquisition, Cogent acquires PSINet assets - including PSINet's customer base, backbone network and associated equipment and rights to intellectual property - for only $10 million. "With the consolidation going on in the Internet service provider space, Cogent has been able to identify some excellent opportunities to accelerate its business plan," said Dave Schaeffer, Chief Executive Officer and Founder of Cogent Communications. "PSINet will enable Cogent to immediately incorporate a revenue stream from a set of products that complement Cogent's core offering of 100 Mbps Internet connectivity for $1,000 per month." "By eliminating some of the high costs associated with the PSINet network combined with a reduction in staff, Cogent expects to take a business with poor operating results and turn it around," said Helen Lee, Cogent's Chief Financial Officer. "At the same time, increasing traffic on Cogent's backbone should lead to significant economies of scale for Cogent." Cogent plans to support and build the PSINet brand name, one of the most recognizable ISPs in the country. Under the PSINet label, Cogent will continue offering PSINet services, including Internet connectivity. "Cogent will continue to support PSINet's core strengths. PSINet has <Page> developed one of the most knowledgeable and trusted teams of experts in the country to build and deliver its services," added Schaeffer. "We also have found that customers have chosen PSINet due to its superior customer service, and we intend to maintain or exceed the level of service as PSINet emerges as a Cogent Communications company." ABOUT COGENT COMMUNICATIONS Cogent Communications (AMEX: COI) is a next generation optical ISP focused on delivering ultra-high speed Internet access and transport services to businesses in the multi-tenant marketplace and to service providers located in major metropolitan areas across the United States. Cogent's signature service offered to commercial end-users of 100 Mbps for $1,000 per month, offers 100 times the observed bandwidth of a T-1 connection at up to two-thirds of the cost. The Cogent solution makes ultra-high speed Internet access an affordable reality for small and medium-sized businesses, as well as large enterprises and service providers. Cogent's facilities-based, all-optical end-to-end IP network enables non-oversubscribed 100 Mbps and 1000 Mbps connectivity for radically low, unmetered pricing levels. Cogent's network consists of a dedicated nationwide multiple OC-192 fiber backbone, multiple intra-city OC-48 fiber rings, and optically-interfaced high-speed routers. Cogent has been recognized as the first IP+Optical Cisco Powered Network (CPN). Cogent is currently servicing 20 metropolitan markets. Cogent Communications is headquartered at 1015 31st Street, NW, Washington, D.C. 20007. For more information, visit www.cogentco.com. Cogent Communications can be reached at (202) 295-4200 or via email at firstname.lastname@example.org. # # # Information in this release may involve expectations, beliefs, plans, intentions or strategies regarding the future. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to Cogent Communications Group, Inc. as of the date of the release, and we assume no obligation to update any such forward-looking statement. The statements in this release are not guarantees of future performance and actual results could differ materially from our current expectations. Numerous factors could cause or contribute to such differences. Some of the factors and risks associated with our business are discussed in Cogent's registration statement on Form S-4 as amended by a Form S-4/A (Amendment No. 8) filed with the Securities and Exchange Commission ("SEC") on January 8, 2002, and in our other reports filed from time to time with the SEC.