UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of ~~The~~ the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May 19~~August 10, 2010

RCN Corporation (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	001-16805	22-3498533
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	001-16805	22-3498533
196 Van Buren StreetHerndon, VA	20170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

196 Van Buren Street
Herndon, VA		20170
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 434-8200

Not Applicable (~~703) 434-8200 (Registrant’s~~Former ~~telephone~~name ~~number,~~or ~~including~~former ~~area~~address ~~code~~if changed since last report.)

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:

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

o 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))

AsItem ~~previously~~2.02 ~~disclosed~~Results ~~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~~Operations ~~(the “Merger Agreement”) with Yankee Cable Acquisition, LLC (“Cable Buyer”), Yankee Metro Parent, Inc. (“Metro Parent”)~~ and ~~Yankee~~Financial ~~Metro Merger Sub, Inc~~Condition. ~~(“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~~On August 10, ~~Company~~2010, ~~convened~~RCN aCorporation ~~special~~(collectively, ~~meeting~~with of its ~~stockholders~~direct atand ~~10:00 a.m.~~indirect ~~(Eastern time) on May 19~~subsidiaries, ~~2010 (the~~ “~~Special Meeting~~RCN”)~~: (i) to adopt the Merger Agreement~~, asannounced itits financial ~~may~~results befor ~~amended~~the ~~from~~quarter ~~time to~~ended ~~time~~June 30, ~~and~~2010. toA ~~approve~~copy of the ~~transactions~~press ~~contemplated~~release ~~thereby~~containing (the ~~“Merger~~announcement ~~Proposal”),~~is included ~~and~~as ~~(ii)~~Exhibit 99.1 to ~~approve~~ anthis ~~adjournment~~report ofand ~~the~~is ~~Special~~incorporated ~~Meeting,~~herein ifby ~~necessary~~reference. orRCN ~~appropriate,~~does tonot ~~solicit~~intend ~~additional~~for this ~~proxies~~Item 2.02 ifor ~~there~~Exhibit 99.1 ~~are insufficient votes at the time of the Special Meeting~~ to ~~approve~~be ~~the~~treated ~~Merger Proposal~~as ~~(the~~ “~~Adjournment Proposal~~filed”). ~~The~~under ~~record date for~~ the ~~Special~~Securities ~~Meeting~~and ~~was~~Exchange ~~April~~Act of 121934, ~~2010, on~~as ~~which date 35~~amended,~~301,291~~ ~~shares~~or incorporated ofby ~~Company~~reference ~~common~~into ~~stock~~its ~~were~~filings ~~outstanding~~under ~~and~~the ~~entitled~~Securities toAct ~~vote~~of 1933, ~~at the~~as ~~Special Meeting~~amended.

~~The~~Item ~~Merger~~9.01. ~~Proposal~~Financial ~~and~~Statements ~~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~~Exhibits.

At(d) 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. Exhibits

~~Brokers~~99.1 ~~did~~RCN ~~not~~Corporation ~~have~~Earnings ~~discretionary~~Press ~~voting~~Release ~~authority~~dated onAugust ~~either proposal at the Special Meeting and~~10, ~~as a result, there were no broker non-votes in connection with either proposal~~2010.

~~On May 19, 2010, the Company issued the press release attached hereto as Exhibit 99.1, which~~Signatures ~~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.~~Pursuant ~~Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~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.

~~(d) Exhibits~~RCN CORPORATION

~~The~~By: ~~following~~/s/ isMichael ~~included~~T. asSicoli Name: anMichael ~~exhibit~~T. toSicoli Title: Executive ~~this~~Vice ~~report:~~President and Chief Financial Officer

Exhibit No.		Description
99.1		Press Release, issued May 19, 2010

Date: August 10, 2010

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.

INDEX TO EXHIBITS

Exhibit No.		Description
99.1		Press Release, issued May 19, 2010

RCN Corporation

(Registrant)

DATE: May 19, 2010

/s/ Michael T. Sicoli

Michael T. Sicoli

Executive Vice President and Chief Financial Officer

Filing Compare · RCN CORP /DE/