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Notice

Issuer Delisting; Notice of Application of Cogent Communications Group, Inc. To Withdraw Its Common Stock, $.001 Par Value, From Listing and Registration on the American Stock Exchange LLC

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Information about this document as published in the Federal Register.

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Start Preamble March 9, 2006.

On March 3, 2006, Cogent Communications Group, Inc., a Delaware corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) [1] and Rule 12d2-2(d) thereunder,[2] to withdraw its common stock, $.001 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

The Board of Directors (“Board”) of the Issuer approved resolutions on July 11, 2005, and confirmed such authorization on February 7, 2006 to withdraw the Security from listing on Amex and register and list the Security on the Nasdaq National Market (“Nasdaq”). The Board believes that Nasdaq will provide greater exposure of the Security to investors, especially as more members of the Issuer's peer group of communications companies have a Nasdaq listing rather than an exchange listing. The Issuer stated that on February 28, 2006, Nasdaq approved the Issuer's application to list the Security on Nasdaq. The Issuer expects the Security to trade on Nasdaq on or about March 6, 2006. Start Printed Page 13438

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the State of Delaware, in which it is incorporated, and provided written notice of withdrawal to Amex.

The Issuer's application relates solely to withdrawal of the Security from listing on Amex and from registration under Section 12(b) of the Act,[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.[4]

Any interested person may, on or before April 3, 2006, comment on the facts bearing upon whether the application has been made in accordance with the rules of Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

Paper Comments

  • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number 1-31227. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

Start Signature

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5

Nancy M. Morris,

Secretary.

End Signature End Preamble

Footnotes

[FR Doc. E6-3690 Filed 3-14-06; 8:45 am]

BILLING CODE 8010-01-P