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): ~~July~~August 297, 2009

FIBERNET TELECOM GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	000-24661 (Commission File Number)		52-2255974 (I.R.S. Employer Identification No.)

220 West 42^nd Street, New York, New York (Address of principal executive offices)		10036 (Zip code)

(212) 405-6200

(Registrant’s telephone number including area code)

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[X]~~x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

~~Memorandum~~On August 7, 2009, FiberNet Telecom Group, Inc. (“FiberNet” or the “Company”) announced that it has set September 9, 2009 as the date for a special meeting of ~~Understanding~~FiberNet stockholders to vote on the proposed merger of FiberNet with Zayo Merger Sub, Inc., a wholly-owned subsidiary of Zayo Group, LLC (“Parent”). FiberNet also set August 7, 2009 as the record date to determine stockholders entitled to vote at the special meeting. The press release announcing that the date for the special meeting and the record date for the special meeting have been set is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnIMPORTANT ~~May~~ADDITIONAL ~~28,~~INFORMATION ~~2009,~~WILL ~~FiberNet~~BE ~~Telecom~~FILED ~~Group,~~WITH ~~Inc.~~THE (the “Company”), Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”) and Zayo Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Zayo Group (“Merger Sub”), entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing after the Merger as the surviving corporation. As a result of the Merger, the Company will become a wholly owned subsidiary of Zayo Group. On June 19, 2009, a putative class action complaint captioned Masucci v. FiberNet Telecom Group, Inc., et al., was filed in the Court of Chancery of the State of Delaware against the Company, its directors, Zayo Group and Merger Sub (the “Delaware Litigation”). On July 10, 2009, a putative class action complaint captioned Chen v. DeLuca, et al., was filed in the Supreme Court of New York naming the same defendants. Each of these actions was brought by a purported stockholder of the Company on behalf of a putative class of its stockholders and each action seeks, among other things, to enjoin the consummation of the Merger and an award of monetary damages and costs. The plaintiffs in these actions allege that the Company’s directors breached their respective fiduciary duties by, among other things, failing to conduct an adequate sale process and failing to disclose material facts regarding the Merger. The plaintiffs in these actions also contend that FiberNet, Zayo Group and Merger Sub aided and abetted the alleged breaches of fiduciary duties by the Company’s directors. SEC

OnThe ~~July~~Company ~~23,~~plans ~~2009, all parties~~ to ~~the~~file Delaware Litigation executed a Memorandum of Understanding (“MOU”), pursuant to which, inter alia, the Company would make additional public disclosures (which were incorporated into the Revised Preliminary Proxy Statement filed with the Securities and Exchange Commission onand ~~July~~mail ~~24, 2009),~~to ~~and~~its ~~all~~stockholders ~~claims~~a inProxy ~~the~~Statement ~~Delaware~~in ~~Litigation~~connection ~~would~~with bethe ~~dismissed~~transaction. inTHE ~~accordance~~PROXY ~~with~~STATEMENT ~~the~~WILL ~~terms~~CONTAIN ofIMPORTANT ~~the~~INFORMATION ~~MOU.~~ABOUT ~~The~~THE ~~settlement~~COMPANY, ofPARENT, ~~the~~THE ~~Delaware~~TRANSACTION ~~Litigation~~AND isRELATED ~~subject~~MATTERS. toINVESTORS ~~approval~~AND ofSECURITY ~~the~~HOLDERS ~~Delaware~~ARE ~~Court~~URGED ofTO ~~Chancery~~READ ~~and~~THE isPROXY ~~conditional~~STATEMENT onCAREFULLY ~~consummation~~WHEN ofIT ~~the~~IS ~~Merger~~AVAILABLE.

~~The~~Investors ~~Company~~and ~~intends~~security holders will be able to ~~defend~~ obtain free copies of the ~~remaining~~Proxy ~~action~~Statement ~~vigorously~~(when ~~but~~available) ~~can~~and ~~provide~~other nodocuments ~~assurance~~filed aswith tothe SEC by the ~~manner~~Company orand ~~timing~~Parent ofthrough the ~~resolution~~web ofsite maintained by the ~~action~~SEC at www.sec.gov.

~~IMPORTANT~~In ~~ADDITIONAL~~addition, ~~INFORMATION~~investors ~~WILL~~and BEsecurity ~~FILED~~holders ~~WITH~~will ~~THE~~be able to obtain free copies of the Proxy Statement after it is filed with the SEC from the Company by contacting Investor Relations by telephone at (212) 405-6200, by mail at FiberNet Telecom Group, Inc. 220 W. 42nd Street, 13th Floor, New York, New York 10036, Attention: Investor Relations, by emailing investor.relations@ftgx.com, or on the Investors & Press section of the Company’s website at www.ftgx.com.

~~The~~CERTAIN ~~Company plans to file with the Securities and Exchange Commission and mail to its stockholders a Proxy Statement in connection with the transaction. THE PROXY STATEMENT WILL CONTAIN IMPORTANT~~ INFORMATION ~~ABOUT~~CONCERNING ~~THE COMPANY, PARENT, THE TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE.~~ PARTICIPANTS

~~Investors~~The Company and ~~security~~its ~~holders~~directors ~~will~~and executive officers, Parent and its directors and executive officers and other persons may be ~~able~~deemed to ~~obtain~~be ~~free~~participants ~~copies~~in the solicitation of proxies from the ~~Proxy~~Company’s ~~Statement~~stockholders ~~(when~~with ~~available)~~respect to the proposed merger. Information about the Company’s directors and ~~other~~executive ~~documents~~officers and their ownership of the Company’s common stock is set forth in the Company’s proxy statement for its 2009 annual meeting of stockholders, which was filed with the SEC byon Schedule 14A on April 22, 2009. Investors may obtain additional information regarding the ~~Company~~interest of Parent and ~~the~~its ~~Buyer~~directors ~~through~~and executive officers and the ~~web~~Company ~~site~~and ~~maintained~~its directors and executive officers in the proposed transaction by reading the ~~SEC~~Proxy atStatement ~~www.sec.gov.~~regarding such transaction when it becomes available.

-CAUTIONARY 2NOTE -REGARDING FORWARD LOOKING STATEMENTS

In addition, investors and security holders will be able to obtain free copies of the Proxy Statement after it is filed with the SEC from the Company by contacting Investor Relations by telephone at (212) 405-~~6200,~~ 2 by mail at FiberNet Telecom Group, Inc. 220 W. 42nd Street, 13th Floor, New York, New York 10036, Attention: Investor Relations, by emailing investor.relations@ftgx.com, or on the Investors & Press section of the Company’s website at www.ftgx.com.-

~~CERTAIN~~Certain ~~INFORMATION~~statements ~~CONCERNING~~contained ~~PARTICIPANTS~~in this Current Report on Form 8-K about our expectation of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as, “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from our anticipated results and financial condition indicated in these forward-looking statements. In addition, certain factors could affect the outcome of the matters described in this Current Report on Form 8-K.

~~The~~These ~~Company~~factors ~~and~~include, ~~its~~but ~~directors~~are ~~and~~not ~~executive~~limited ~~officers~~to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Parent and ~~its~~Zayo ~~directors~~Merger ~~and~~Sub, ~~executive~~Inc. ~~officers~~(the ~~and~~“Merger ~~other~~Agreement”), ~~persons~~(2) the outcome of any legal proceedings that may be ~~deemed~~instituted toagainst beus ~~participants~~or inothers following the ~~solicitation~~announcement of ~~proxies~~the ~~from~~Merger Agreement, (3) the ~~Company’s~~inability to ~~stockholders~~complete ~~with~~the ~~respect~~Merger due to the ~~proposed~~failure ~~merger.~~to ~~Information~~satisfy ~~about~~other conditions, (4) risks that the ~~Company’s~~proposed ~~directors~~transaction disrupts current plans and ~~executive~~operations, ~~officers~~and (5) the costs, fees and ~~their~~expenses ~~ownership~~related ofto the ~~Company’s~~transaction. ~~common~~Additional ~~stock~~information regarding risk factors and uncertainties affecting the Company is ~~set~~detailed ~~forth~~from time to time in the Company’s ~~proxy~~filings ~~statement~~with ~~for~~the ~~its~~SEC, ~~2009~~including, ~~annual~~but ~~meeting~~not oflimited ~~stockholders~~to, ~~which~~the ~~was~~Company’s ~~filed~~most ~~with~~recent ~~the~~Annual ~~SEC~~Report on ~~Schedule~~Form ~~14A~~10-K and Quarterly Report on ~~April 22~~Form 10-Q, ~~2009~~available for viewing on the Company’s website at www.ftgx.com. ~~Investors~~You ~~may~~are ~~obtain~~urged ~~additional~~to ~~information~~consider ~~regarding~~these factors carefully in evaluating the ~~interest~~forward-looking ofstatements ~~Parent~~herein and ~~its~~are ~~directors~~cautioned ~~and~~not ~~executive~~to ~~officers~~place ~~and~~undue ~~the~~reliance ~~Company~~on ~~and~~such ~~its~~forward-looking ~~directors~~statements, ~~and~~which ~~executive~~are ~~officers~~qualified in ~~the~~their ~~proposed~~entirety ~~transaction~~ by ~~reading~~this cautionary statement. The forward-looking statements made herein speak only as of the ~~Proxy~~date ~~Statement~~of ~~regarding~~this Current Report on Form 8-K and we undertake no obligation to publicly update such ~~transaction~~forward-looking ~~when~~statements itto ~~becomes~~reflect ~~available~~subsequent events or circumstances.

~~CAUTIONARY~~Item ~~NOTE~~9.01 ~~REGARDING~~Financial ~~FORWARD~~Statements ~~LOOKING~~and ~~STATEMENTS~~Exhibits

~~Certain~~(d) ~~statements contained in this Current Report on Form 8-K about our expectation of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of~~ The ~~Private~~following ~~Securities~~exhibit ~~Litigation~~is ~~Reform~~furnished ~~Act of 1995. You can identify forward-looking statements by terminology such~~ as, ~~“may,”~~part ~~“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative~~ of these terms or other comparable terminology. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from our anticipated results and financial condition indicated in these forward-looking statements. In addition, certain factors could affect the outcome of the matters described in this Current Report on Form 8-K.:

~~These factors include, but are not limited to, (~~99.1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the outcome of any legal proceedings that may be instituted against us or others following the announcement of the Merger Agreement, (3) the inability to complete the Merger due to the failure to satisfy other conditions, (4) risks that the proposed transaction disrupts current plans and operations, and (5) the costs, fees and expenses related to the transaction. ~~Additional~~Press ~~information regarding risk factors and uncertainties affecting the Company is detailed from time to time in the Company’s filings with the SEC~~Release, ~~including,~~dated ~~but~~August ~~not limited to~~7, ~~the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q~~2009, ~~available~~of ~~for~~FiberNet ~~viewing~~Telecom on the Company’s website at www.ftgx.com. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statementsGroup, ~~which are qualified in their entirety by this cautionary statement~~Inc. ~~The forward-looking statements made herein speak only as of the date of this Current Report on Form~~

- 3 -

~~8-K and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.~~SIGNATURES

-Pursuant 4to -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.

~~SIGNATURES~~FIBERNET TELECOM GROUP, INC.

~~Pursuant~~By: to/s/ ~~the~~Charles ~~requirements~~S. ofWiesenhart ~~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~~Jr.__________

~~FIBERNET~~Name: ~~TELECOM~~Charles ~~GROUP,~~S. ~~INC~~Wiesenhart Jr.

ByTitle: ~~/s/ Charles~~ S.Vice ~~Wiesenhart~~President—Finance ~~Jr. Name:~~and ~~Charles S. Wiesenhart Jr.~~

~~Title: Vice President - Finance and~~ Chief Financial Officer

Dated: ~~July~~August 297, 2009

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