<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                  FORM 10-K/A

                               AMENDMENT NO. 1 TO
                    ANNUAL REPORT PURSUANT TO 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                     EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS;
                     STATES OF INCORPORATION; ADDRESSES, INCLUDING ZIP CODE AND     IRS EMPLOYER
    COMMISSION         TELEPHONE NUMBER INCLUDING AREA CODE, OF REGISTRANTS'       IDENTIFICATION
    FILE NUMBER                     PRINCIPAL EXECUTIVE OFFICES                        NUMBER
-------------------  ----------------------------------------------------------  -------------------
<S>                  <C>                                                         <C>
     000-31531           NEON Communications, Inc. (a Delaware corporation)          04-3523408
                                        2200 West Park Drive
                                  Westborough, Massachusetts 01581
                                           (508) 616-7800

     000-24653               NEON Optica, Inc. (a Delaware corporation)              04-3056279
                                   c/o NEON Communications, Inc.
                                        2200 West Park Drive
                                  Westborough, Massachusetts 01581
                                           (508) 616-7800
</TABLE>

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

       NEON Communications, Inc.: Common Stock, par value $0.01 per share

                NEON Optica, Inc.: 12 3/4% Senior Notes due 2008

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

<TABLE>
<S>                                            <C>
NEON Communications, Inc.: Yes /X/ No / /            NEON Optica, Inc.: Yes /X/ No / /
</TABLE>

    Indicate by a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. / /

    The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the last sale price of the Common Stock reported on the
Nasdaq National Market on March 1, 2001 was $40,264,352.

    The number of shares of Common Stock outstanding as of March 1, 2001 was
21,334,282.

                      DOCUMENTS INCORPORATED BY REFERENCE

    None.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
    NEON Communications, Inc. ("NEON Communications") and NEON Optica, Inc.
("NEON Optica"), hereby amend their annual report on Form 10-K for the year
ended December 31, 2000 to include the information required under Part III.
References in this document to "we," "us," "our," and "the company" refer to
NEON Communications, Inc. and its subsidiary, NEON Optica, Inc.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The following table sets forth our executive officers and directors and
their ages as of April 1, 2001. The individuals identified below serve in the
capacities indicated for both NEON Communications and NEON Optica.

<TABLE>
<CAPTION>
NAME                                     AGE                              POSITION
----                                   --------   --------------------------------------------------------
<S>                                    <C>        <C>
Stephen E. Courter...................     46      Chairman of the Board of Directors and Chief Executive
                                                  Officer (3)

William F. Fennell...................     56      Vice President, Finance, Treasurer and Chief Financial
                                                  Officer

Michael A. Musen.....................     52      Vice President, Operations

Kurt J. Van Wagenen..................     37      Vice President, Networking and Operations

Victor Colantonio....................     53      Vice Chairman of the Board of Directors (3)

Katherine E. Dietze..................     42      Director (1) (3)

John H. Forsgren.....................     54      Director (1) (3)

Michael I. German....................     50      Director (2)

F. Michael McClain...................     51      Director (3)

Peter A. Rust........................     47      Director (2)

Robert A. Shinn......................     52      Director (1)

Gary D. Simon........................     52      Director (2)
</TABLE>

------------------------

(1) Member of compensation committee.

(2) Member of audit committee.

(3) Member of the executive committee.

    STEPHEN E. COURTER, our chairman and chief executive officer, has served in
his current positions since December 2000. From June 1998 to December 2000,
Mr. Courter was managing director of Energis N.V., a facilities-based network
service provider in Holland. From December 1995 to June 1998, he served as the
vice president, finance and assistant general manager of Global One, a joint
venture between Sprint, Deutsch Telecom and France Telecom.

    WILLIAM F. FENNELL, our vice president, finance, treasurer and chief
financial officer joined the company in August 1996 and became our chief
financial officer and treasurer in May 1997. From October 1986 to January 1997,
Mr. Fennell was chief financial officer of Philips Electronics Group of North
America, a manufacturer and distributor of electronic and electrical products.
From 1970 to 1986, Mr. Fennell served in various positions at GTE Corporation,
including director of operations for the communications products group.

    MICHAEL A. MUSEN, our vice president, operations has served as an officer of
the company since 1992 and became vice president, operations in 1996. From 1988
to 1992, Mr. Musen was vice president of International Communications Services
Corp.

    KURT J. VAN WAGENEN, our vice president, networking and operations joined
the company in March 2001 in his current position. prior to joining the company,
Mr. Van Wagenen served in various

                                      -2-
<PAGE>
positions at Verizon Corporation (formerly Bell Atlantic corporation), including
director of consumer sales and service, director of corporate strategy and
director of merger integration from 1997 to February 2001. From 1986 to 1997,
Mr. Van Wagenen served in various positions at Nynex Corporation, including
director of new business development and director of marketing strategy.

    VICTOR COLANTONIO, our vice chairman of the board of directors, has served
in his current position since 1998. He is one of our founders and served as our
president from 1994 to January 2001.

    KATHERINE E. DIETZE, has served as one of our directors since August 1998.
Since 1996, Ms. Dietze has served as a managing director in the Global Media and
Telecommunications Group in the Investment Banking Department of Credit Suisse
First Boston. From 1986 to September 1996, Ms. Dietze served as a managing
director in the global telecommunications group at Merrill Lynch & Co.
Ms. Dietze is also a director of CTC Communications, a publicly-traded
telecommunications service provider.

    JOHN H. FORSGREN, has served as one of our directors since May 1998 and as
our interim chief executive officer from August 2000 to December 2000.
Mr. Forsgren has served as executive vice president and chief financial officer
of Northeast Utilities and various subsidiaries since 1996. From December 1994
to July 1996, he served as a managing director of Chase Manhattan Bank.

    MICHAEL I. GERMAN, has served as a member of our board of directors since
September 2000. Mr. German has served as senior vice president of Energy East
Corporation since September 2000. He served as president and chief operating
officer of New York State Electric and Gas Corporation, or NYSEG, from
April 1999 to August 2000, as an executive vice president and chief operating
officer of NYSEG from May 1997 to March 1999, and as a senior vice president of
NYSEG from November 1994 to April 1997. Mr. German also serves as a director of
New York State Electric and Gas Corporation, CTG Resources, Inc., CMP Group,
Berkshire Energy Resources, Inc. and subsidiaries of Energy East Corporation.

    F. MICHAEL MCCLAIN, has served as a member of our board of directors since
May 1998. Mr. McClain has served as vice president, finance of Energy East
Corporation since October 2000. He served as vice president, corporate
development of CMP Group, Inc. from December 1999 to October 2000 and as vice
president, corporate development of Central Maine Power Company from February to
September 1998. Mr. McClain served as group vice president-petroleum for Dead
River Company from 1979 to 1996.

    PETER A. RUST, has served as a member of our board of directors since
September 2000. Mr. Rust has served as the chief executive officer of
Consolidated Edison Communications, Inc. since February 1999. He served as vice
president, operations, of Bell Atlantic Internetworking and Multimedia Solutions
from March 1997 to January 1999 and as managing director, application
development, of Bell Atlantic from January 1996 to February 1997. From
August 1995 to December 1995, Mr. Rust served as managing director, enterprise
markets, of Bell Atlantic.

    ROBERT A. SHINN, has served as a member of our board of directors since
September 2000. Mr. Shinn has served as vice president of Exelon Corporation
since January 1993.

    GARY D. SIMON, has served as a member of our board of directors since
May 1998. Mr. Simon has served as senior vice president, enterprise analysis and
development, of Northeast Utilities Service Company, a subsidiary of Northeast
Utilities, since April 1998. From January 1990 to March 1998, Mr. Simon served
as senior director, global electric power, of Cambridge Energy Research
Associates, an independent research firm specializing in energy markets

                                      -3-
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION EARNED

    The following table sets forth the compensation for the fiscal years ended
December 31, 1998, 1999 and 2000 for our chief executive officer, our former
chief executive officers, our former president and our most highly compensated
executive officers (other than our chief executive officer) whose total annual
salary and bonus exceeded $100,000 in 2000. We refer to the chief executive
officer, the former chief executive officers, the former president and these
other executive officers as the "named executive officers." The executive
officers of NEON Communications are also the executive officers of NEON Optica,
and are not separately compensated for services rendered to NEON Optica.

<TABLE>
<CAPTION>
                                          ANNUAL COMPENSATION            LONG-TERM COMPENSATION AWARDS
                                     ------------------------------   ------------------------------------
                                                                            SHARES            ALL OTHER
NAME AND PRINCIPAL POSITION            YEAR      SALARY     BONUS     UNDERLYING OPTIONS   COMPENSATION(1)
---------------------------          --------   --------   --------   ------------------   ---------------
<S>                                  <C>        <C>        <C>        <C>                  <C>
Stephen E. Courter(2)..............    2000     $ 23,846   $     --         300,000             $  --
  Chairman of the Board and Chief      1999           --         --              --                --
  Executive Officer                    1998           --         --              --                --

John H. Forsgren(3)................    2000       24,950         --          18,811                --
  Former Interim Chairman of the       1999       21,515         --          18,682                --
  Board and Chief Executive Officer    1998           --         --          16,241                --

Vincent C. Bisceglia(4)............    2000      345,692         --              --             4,757
  Former Chairman of the Board and     1999      211,746         --         299,628             4,124
  Chief Executive Officer              1998       25,845         --         350,000                --

Victor Colantonio(5)...............    2000      203,992     70,000              --             5,712
  Vice Chairman of the Board and       1999      203,325         --              --             4,994
  Former President                     1998      174,556    500,000         649,628             4,800

William F. Fennell.................    2000      127,137     31,250              --             4,134
  Chief Financial Officer,             1999      127,175         --              --             3,840
  Treasurer and Assistant Secretary    1998      111,436         --         162,407             3,246

                                       2000      127,568         --              --             4,211
Michael A. Musen...................    1999      115,855         --          60,000             3,557
  Vice President, Operations           1998      123,313         --          40,601             3,592
</TABLE>

------------------------

1.  These amounts represent amounts paid by us on behalf of the named executive
    officer as 401(k) contributions and group life insurance premiums.

2.  Mr. Courter joined the company in December 2000.

3.  Mr. Forsgren resigned as chairman of the board of directors and interim
    chief executive officer in December 2000 upon the election of Mr. Courter to
    these positions. The compensation detailed in the above table represents
    compensation as a director of the company. Mr. Forsgren was not separately
    compensated as interim chief executive officer.

4.  Mr. Bisceglia resigned as chairman of our board of directors and chief
    executive officer in August 2000.

5.  Mr. Colantonio resigned as president in December 2000 but continues to serve
    as vice chairman of the board of directors and as a consultant to the
    company.

                                      -4-
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR

    The following table sets forth certain information concerning grants of
stock options made during fiscal 2000 to each of the named executive officers.

<TABLE>
<CAPTION>
                                                                                             POTENTIAL REALIZABLE VALUE AT
                                                                                                ASSUMED ANNUAL RATES OF
                              NUMBER OF         PERCENT OF                                   STOCK PRICE APPRECIATION FOR
                              SECURITIES       TOTAL OPTIONS                                        OPTION TERM(1)
                          UNDERLYING OPTIONS    GRANTED TO     EXERCISE PRICE   EXPIRATION   -----------------------------
NAME                           GRANTED           EMPLOYEES       PER SHARE       DATE(2)          5%              10%
----                      ------------------   -------------   --------------   ----------   -------------   -------------
<S>                       <C>                  <C>             <C>              <C>          <C>             <C>
Stephen E. Courter......        300,000            24.07%           $7.56        12/12/10       $602,327       $2,302,871

John H. Forsgren(3).....         18,811             1.51            46.00         7/26/10        525,036        1,348,581

Vincent C. Bisceglia....             --               --               --              --             --               --

Victor Colantonio.......             --               --               --              --             --               --

William F. Fennell......             --               --               --              --             --               --

Michael A. Musen........             --               --               --              --             --               --
</TABLE>

------------------------

1.  The amounts shown in these columns represent hypothetical gains that could
    be achieved if the options were exercised at the end of the option term.
    These gains are based on assumed rates of stock appreciation of 5% and 10%,
    compounded annually from the date the option was granted to its expiration
    date. The gains shown are net of the option exercise price, but do not
    include deductions for taxes or other expenses associated with an exercise.
    Actual gains, if any, on a stock option exercise will depend on the future
    performance of our common stock, the option holder's continued employment,
    and the date on which the option is exercised.

2.  The expiration date of each option is the tenth anniversary of the date on
    which the option was granted.

3.  Mr. Forsgren resigned as chairman of the board of directors and interim
    chief executive officer in December 2000 upon the election of Mr. Courter to
    these positions. Mr. Forsgren remains a director of the company. The stock
    options detailed in the above table represents compensation as a director of
    the company. Mr. Forsgren was not separately compensated as interim chief
    executive officer.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
  VALUES

    The following table sets forth certain information concerning each exercise
of a stock option during the fiscal year ended December 31, 2000 by each of the
named executive officers. It also includes the number of shares subject to
options and the "value" of unexercised options held by each of the named
executive officers on December 31, 2000. The value of an unexercised option for
purposes of this table is the difference between the fair market value of our
common stock on

                                      -5-
<PAGE>
December 31, 2000 ($6.50 per share, as quoted on the Nasdaq National Market) and
the option's exercise price, multiplied by the number of shares underlying the
option.

<TABLE>
<CAPTION>
                                                                                              VALUE OF UNEXERCISED
                                                              NUMBER OF SHARES SUBJECT       IN-THE-MONEY OPTIONS AT
                                                               TO OUTSTANDING OPTIONS            FISCAL YEAR END
                               SHARE ACQUIRED     VALUE      ---------------------------   ---------------------------
NAME                            ON EXERCISE      REALIZED    EXERCISABLE   UNEXERSIZABLE   EXERCISABLE   UNEXERCISABLE
----                           --------------   ----------   -----------   -------------   -----------   -------------
<S>                            <C>              <C>          <C>           <C>             <C>           <C>
Stephen E. Courter...........          --               --           --        300,000            --             --

John H. Forsgren.............          --               --       14,225         27,509            --             --

Vincent C. Bisceglia.........     110,580       $6,710,624           --             --            --             --

Victor Colantonio............     111,000       $9,879,113      376,136        162,407            --             --

William F. Fennell...........      31,500       $2,992,750       61,806         40,601            --             --

Michael A. Musen.............      40,601       $3,067,863       20,000         40,000            --             --
</TABLE>

EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL AGREEMENTS

    Mr. Courter serves as our chief executive officer and chairman of our board
of directors pursuant to the terms of an employment agreement dated
December 12, 2000. The agreement has an initial term expiring on December 31,
2003 and renews automatically on an annual basis thereafter unless terminated by
either party no later than the immediately preceding June 1. The agreement
provides for an annual base salary of not less than $250,000 per year, a sign-on
bonus equal to $20,000, as well as an option to purchase 300,000 shares of our
common stock at $7.56 per share evidenced by a stock option agreement which
provides that the options vest as to 100,000 shares on each of December 12,
2001, December 12, 2002 and December 12, 2003, with accelerated vesting upon a
change of control. In addition to being eligible to participate in our executive
and employee plans, Mr. Courter has an opportunity to earn an annual bonus of up
to 50% of his base salary upon achieving certain performance goals. If
Mr. Courter is terminated for any reason other than death, total disability or
cause, if we elect not to renew or extend the agreement at the end of the
initial term or any extended term or if he terminates his employment with us
within six months of a substantial reduction in the nature or scope of his
responsibilities, duties or authority, or a material adverse change in his title
or position or relocation of our executive headquarters to a location more than
fifty miles from our current location and our board of directors demands that he
perform his obligations at the new location, Mr. Courter will be entitled to
receive an amount equal to his base salary in effect immediately preceding the
date of termination.

    Mr. Colantonio served as our president from NEON's inception until
December 2000 and has served as the vice chairman of our board of directors
since NEON's inception. Mr. Colantonio has served as a consultant to us since
January 2001 pursuant to a Consulting Agreement dated January 1, 2001. This
agreement has an initial term of six months and provides for Mr. Colantonio to
be paid at the rate of $1,400 per eight-hour day for advising us in connection
with our general business and the formulation of long term strategic plans. The
agreement also provides that Mr. Colantonio, for his continuing service as our
vice chairman, will be entitled to compensation as a non-employee director,
including such fees and stock option grants generally provided to other
non-employee directors from time to time as determined by our board of
directors.

    Mr. Fennell serves as our chief financial officer pursuant to the terms of
an employment agreement dated July 1, 1998. The agreement has an initial term
expiring on July 30, 2001. The agreement provides for an annual base salary of
not less than $125,000 per year, as well as an option to purchase 162,407 shares
of our common stock at $12.00 per share evidenced by a stock option agreement
which provides that the option vests as to 40,602 shares on each of May 20,
1998, August 5, 1999 and August 5, 2000, and as to 40,601 shares on August 5,
2001. Pursuant to the agreement,

                                      -6-
<PAGE>
Mr. Fennell is also entitled to participate in our executive incentive plan and
has an opportunity to earn an annual bonus, targeted at 25% of his base salary.

    Mr. Musen serves as our vice president, operations pursuant to the terms of
an employment agreement dated September 29, 1994. The agreement has a term of
three years and renews automatically on an annual basis unless terminated by
either party on at least 180 days' notice. The agreement provides for an annual
base salary of not less than $112,000.

    Prior to his resignation as our chairman and chief executive officer,
Vincent C. Bisceglia was employed pursuant to an employment agreement dated
November 12, 1998 and made effective November 5, 1998. The agreement had an
initial term expiring on December 31, 2001, and provided for an annual base
salary of not less than $210,000 and for the grant of two options in
November 1998 and a third option in January 1999. The first two options covered
350,000 shares in the aggregate which became exercisable at $6.0875 per share,
as to 162,407 shares on each of November 11, 1999 and 2000 and as to 25,186
shares on each of November 11, 2001. The third option covered 299,628 shares and
became exercisable at $12.00 per share as to 137,221 shares on November 11, 2001
and as to 162,407 shares on November 11, 2002. In addition to being eligible to
participate in our executive and employee plans, Mr. Bisceglia had an
opportunity to earn an annual bonus of up to 35% of his base salary upon
achieving certain performance goals. Upon his resignation, Mr. Bisceglia's
employment agreement was terminated and the third option described above lapsed.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    During 2000, Mr. Courter, Mr. Colantonio, Mr. Bisceglia and Mr. Forsgren
served on the board of directors and served as executive officers. No
interlocking relationship exists between any member of NEON Communications'
compensation committee and any member of any other corporation's board of
directors or compensation committee.

    The current members of NEON Communications' compensation committee are
Ms. Dietze and Messrs. Forsgren and Shinn. None of our executive officers has
served as a director or member of the compensation committee (or other committee
serving an equivalent function) of any other entity, whose executive officers
served as a director of or member of NEON Communications' compensation
committee.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Based solely on our review of copies of reports filed by our directors and
executive officers and persons beneficially owning more than 10% of NEON
Communications' common stock pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, or written representations from certain of
those persons, except as set forth below, we believe that during 2000 all
filings required to be made by such persons were timely made. On December 11,
2000, William F. Fennell filed a Statement of Changes in Beneficial Ownership on
Form 4 (a "Form 4") which was due on December 10, 2000 and on January 29, 2001,
Michael A. Musen filed a Form 4, which was due on January 10, 2001. On
December 6, 2000, Michael I. German filed an Initial Statement of Beneficial
Ownership on Form 3 (a "Form 3") which was due on September 25, 2000. Each of
Peter A. Rust and Robert A. Shinn have failed to file a Form 3 which was due on
September 24, 2000.

REPORT OF THE COMPENSATION COMMITTEE

    The compensation committee seeks to achieve two primary goals in connection
with executive compensation programs and decisions regarding individual
compensation. First, the compensation committee structures executive
compensation programs in a manner that it believes will enable us to attract and
retain key executives. In order to ensure continuity of certain key members of
management, in 1998 the board of directors approved multi-year employment
contracts for our executive officers. In

                                      -7-
<PAGE>
2001, the board of directors also approved a multi-year contract with Stephen
Courter, who became chief executive officer and chairman of the board of
directors in December 2000. Second, executive compensation programs are intended
to provide executives with an equity interest in us so as to link a portion of
their compensation with the performance of our common stock.

    The compensation programs for executives established by the compensation
committee consist of a base salary plus an annual cash bonus and/or a
stock-based equity incentive award. In establishing base salaries for executive
officers, the compensation committee considered salaries at other companies,
particularly those that are in the same industry as we are or related industries
and/or located in the same general geographic area as we are, considered
historic salary levels of the individual and the nature of the individual's
experience and responsibilities and compared the individual's base salary with
those of other executives. To the extent appropriate, the compensation committee
also considered our financial performance and the individual's performance.

    In establishing bonuses for executive officers, including the two
individuals who served as our chief executive officers, the compensation
committee considered a combination of individual and corporate performance goals
to be achieved during the coming year.

    It is not currently the policy of the compensation committee to grant stock
options to executives annually, and the timing of grants to executives, if any,
will depend upon a number of factors, including new hires of executives, the
executives' current stock and option holdings and such other factors as the
compensation committee deems relevant. When granting stock options, it has
generally been the policy of the compensation committee to fix the exercise
price at 100% of the fair market value of our common stock on the date of grant.

    The compensation of Vincent C. Bisceglia, who served as our chief executive
officer until August 2000, was governed by the terms of his employment
agreement, which is described under the heading "ITEM 11. EXECUTIVE
COMPENSATION--EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL AGREEMENTS," above.
John H. Forsgren, who currently serves as one of our directors and served as our
interim chief executive officer from August until December 2000 was not
separately compensated for his services. The compensation of our current chief
executive officer, Stephen E. Courter, is currently governed by his employment
agreement established in 2000, which is described under the heading "ITEM 11.
EXECUTIVE COMPENSATION--EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL
ARRANGEMENTS," above. The compensation committee considered the factors
described above in determining Mr. Courter's compensation.

SECTION 162(M)

    Section 162(m) of the Code generally disallows a federal tax deduction to
public companies for compensation in excess of $1,000,000 paid to a
corporation's chief executive officer and its four other most highly compensated
executive officers. Qualifying "performance-based" compensation is not subject
to the deduction limit if certain requirements are met. The adoption of the 1998
stock incentive plan was originally approved by our stockholders on May 26, 1998
and an amendment was approved by our stockholders on July 26, 2000.

    We review periodically the potential consequences of Section 162(m) on us.
However, there can be no assurances that compensation granted to our executive
officers will be treated as qualifying performance-based compensation under
Section 162(m). Moreover, because our annual bonus awards are not currently
granted in a manner designed to qualify as performance-based compensation under
Section 162(m), it is possible that all or a portion of bonuses paid to our
executive officers will not be deductible for federal income tax purposes.

                                          COMPENSATION COMMITTEE

                                          Katherine E. Dietze
                                          John H. Forsgren
                                          Robert A. Shinn

                                      -8-
<PAGE>
DIRECTORS' COMPENSATION

    On October 25, 2000, the board of directors adopted the same compensation
plan for non-employee directors that had applied to NEON Optica prior to our
establishment as its holding company. The board compensation plan provides for
the payment of the following fees to directors who are not employees: $20,000
per year for service as a director, payable quarterly in arrears; $500 per board
meeting attended; $250 per committee meeting attended; $300 per telephonic board
meeting attended and $150 per telephonic committee meeting attended. All
directors are reimbursed their expenses of attending board and committee
meetings.

    The board compensation plan also provides that each current non-employee
director is automatically granted an option, upon his or her initial election to
the board, to purchase a number of shares equal to one-tenth of one percent
(0.1%) of the number of shares common stock outstanding on a fully diluted basis
exercisable at the market price on the date of grant. When the plan was adopted
by NEON Optica, an initial option to purchase 16,241 shares of our common stock
exercisable at $12.00 per share was granted to each non-employee director at the
time. NEON Communications assumed the plan when it became NEON Optica's parent
holding company. Each option granted under the plan vests in four equal
installments, on the date of grant and on the first three anniversaries of the
date of grant.

    On October 25, 2000, the board granted to each of Messrs. German, Rust and
Shinn, none of whom had been directors of NEON Optica, an option to purchase
18,731 shares of common stock with the vesting described above at an exercise
price of $14.31 per share, the market value on the date of grant.

    On July 26, 2000, the date of the first meeting of directors after the 2000
annual meeting of stockholders, each of Ms. Dietze and Messrs. Forsgren, McClain
and Simon were granted an option to purchase 18,811 shares of common stock. All
options were granted at an exercise price of $46.00 per share and vest as
described above.

                                      -9-
<PAGE>
                            STOCK PERFORMANCE GRAPH

    The following graph compares the cumulative total stockholder return on the
common stock between July 31, 1998 (the date the common stock of our
predecessor, NorthEast Optic Networks, Inc. commenced public trading) and
December 31, 2000 with the cumulative total return of the Nasdaq (U.S.) Index
and the Nasdaq Telephone Communications Index, over the same period. This graph
assumes the investment of $100 on July 31, 1998 in our common stock, the Nasdaq
U.S. Index and the Nasdaq Telecommunications Index, and assumes any dividends
are reinvested.

                  COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
                          NEON COMMUNICATIONS, INC.(1)
                             THE NASDAQ U.S. INDEX
                      THE NASDAQ TELECOMMUNICATIONS INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Dollars

<TABLE>
<CAPTION>
               NEON               NASDAQ               NASDAQ
<S>     <C>                 <C>                  <C>
        COMMUNICATIONS INC  STOCK MARKET (U.S.)  TELECOMMUNICATIONS
Jul-98              100.00               100.00              100.00
Aug-98               51.04                80.18               75.28
Sep-98               69.79                91.30               84.90
Oct-98               51.04                95.31               93.02
Nov-98               88.54               105.00               98.98
Dec-98               86.46               118.65              118.22
Jan-99              131.25               135.87              136.57
Feb-99              125.00               123.70              135.21
Mar-99              117.71               133.06              148.69
Apr-99              142.71               137.35              158.21
May-99              135.42               133.54              158.73
Jun-99              125.52               145.56              157.72
Jul-99              301.56               142.93              153.73
Aug-99              300.00               148.98              145.12
Sep-99              314.58               149.18              143.95
Oct-99              303.13               161.14              170.48
Nov-99              541.67               180.74              181.65
Dec-99              521.36               220.50              209.74
Jan-00              816.67               212.34              209.10
Feb-00              935.42               252.70              229.40
Mar-00              704.69               247.50              222.96
Apr-00              466.67               208.18              181.67
May-00              284.90               183.06              151.93
Jun-00              513.54               215.19              175.86
Jul-00              350.53               203.53              156.72
Aug-00              370.32               227.59              159.43
Sep-00              290.63               198.03              140.85
Oct-00              100.53               181.69              123.00
Nov-00               50.00               140.07               89.62
Dec-00               54.17               132.70               90.20
</TABLE>

<TABLE>
<CAPTION>
                                                                       CUMULATIVE TOTAL RETURN
                                                              -----------------------------------------
                                                                7/98      12/98      12/99      12/00
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
NEON Communications, Inc....................................   100.00      86.46     521.36      54.17
Nasdaq U.S. Index...........................................   100.00     118.64     219.57     132.70
Nasdaq Telecommunications Index.............................   100.00     117.60     204.80      90.20
</TABLE>

------------------------

(1) Gives retroactive effect to our holding company reorganization in
    September 2000.

                                      -10-
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information as of April 1, 2001 with
respect to the beneficial ownership of shares of NEON Communications' common
stock by each person known to us to own beneficially more than 5% of the
outstanding shares of common stock of NEON Communications; the directors and
director nominees; our chief executive officer, the former chief executive
officer and the other executive officers listed in the summary compensation
table below; and the directors and executive officers as a group. All
outstanding shares of NEON Optica are held by NEON Communications.

<TABLE>
<CAPTION>
                                                               SHARES OF COMMON STOCK
                                                                 BENEFICIALLY OWNED
                                                              ------------------------
NAME OF BENEFICIAL OWNER (1)                                    NUMBER      PERCENTAGE
----------------------------                                  -----------   ----------
<S>                                                           <C>           <C>
5% OR GREATER STOCKHOLDERS
Northeast Utilities
  107 Selden Street
  Berlin, Connecticut 06037(2)..............................  13,837,717       64.9%

Consolidated Edison Communications, Inc.
  4 Irving Place
  New York, New York 10003(3)...............................   9,381,916       43.9

Exelon Capital Partners Corporation
  2301 Market Street
  Philadelphia, Pennsylvania, 19103(4)......................   9,381,916       43.9

Energy East Corporation
  c/o New England Business Trust
  The Great Road
  Bedford, Massachusetts 01730(5)...........................   9,229,839       43.3

DIRECTORS
Stephen E. Courter(6).......................................          --         --
Victor Colantonio(7)........................................     377,521        1.7
Katherine E. Dietze(8)......................................      30,895          *
John H. Forsgren(9).........................................      18,895          *
Michael I. German(10).......................................       5,683          *
F. Michael McClain(11)......................................      30,895          *
Peter A. Rust(12)...........................................       4,683          *
Robert A. Shinn(13).........................................       6,683          *
Gary D. Simon(14)...........................................      18,896          *

OTHER EXECUTIVE OFFICERS
William F. Fennell (15).....................................      72,206          *
Michael A. Musen (16).......................................      61,201          *
Vincent C. Bisceglia (17)...................................          --         --
All directors and executive officers as a group (12 persons)
  (18)......................................................     627,558        2.9
</TABLE>

------------------------

*   Represents less than 1% of the outstanding shares of common stock.

1.  The address of each person for whom no address is included in the table is
    c/o NEON Communications, Inc., 2200 West Park Drive, Westborough,
    Massachusetts 01581.

2.  Represents (i) 4,774,038 shares held of record by Mode 1
    Communications, Inc. ("Mode 1"), an indirect wholly owned subsidiary of
    Northeast Utilities ("NU"), (ii) an additional 4,607,878 shares,

                                      -11-
<PAGE>
    of which 2,476,735 shares are held of record by Consolidated Edison
    Communications, Inc. ("CEC"), a wholly owned subsidiary of Consolidated
    Edison, Inc. ("ConEd"), and 2,131,143 shares are held of record by Exelon
    Capital Partners Corp. ("Exelon"), a wholly owned subsidiary of Exelon
    Corporation, which may be deemed to be beneficially owned by NU as a result
    of the Stockholders' Agreement (see "ITEM 13. CERTAIN RELATIONSHIPS AND
    RELATED TRANSACTIONS--CONSOLIDATED EDISON COMMUNICATIONS, EXELON CORPORATION
    AND NORTHEAST UTILITIES STOCKHOLDERS' AGREEMENT"), and (iii) an additional
    4,455,801 shares held by New England Business Trust ("NEBT"), which may be
    deemed to be beneficially owned by NU as a result of the Principal
    Stockholders Agreement. See "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS--PRINCIPAL STOCKHOLDERS AGREEMENT." Mr. Forsgren, one of our
    directors, is the executive vice president and chief financial officer of NU
    and certain of its affiliates. Mr. Simon, one of our directors, is the
    senior vice president--enterprise analysis and development for Northeast
    Utilities Service Company, a subsidiary of NU. Each of Messrs. Forsgren and
    Simon disclaims beneficial ownership of the shares held by Mode 1 except to
    the extent of his pecuniary interest, if any.

3.  Represents (i) 2,476,735 shares held of record by CEC and (ii) an additional
    6,905,181 shares, of which 4,774,038 shares are held or record by Mode 1 and
    2,131,143 shares are held by Exelon, which shares may be deemed to be
    beneficially owned by ConEd as a result of the Stockholders' Agreement dated
    September 14, 2000 by and among CEC, Mode 1, NU and Exelon (the
    "Stockholders' Agreement"). See "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS--CONSOLIDATED EDISON COMMUNICATIONS, EXELON CORPORATION AND
    NORTHEAST UTILITIES STOCKHOLDERS' AGREEMENT." Mr. Rust, one of our
    directors, is the chief executive officer of CEC. Mr. Rust disclaims
    beneficial ownership of the shares held by CEC, except to the extent of his
    pecuniary interest, if any.

4.  Represents (i) 2,131,143 shares held of record by Exelon and (ii) an
    additional 7,250,773 shares, of which 4,774,038 shares are held of record by
    Mode 1 and 2,476,735 shares are held of record by CEC, which may be deemed
    to be beneficially owned by Exelon as a result of the Stockholders'
    Agreement. See "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS--CONSOLIDATED EDISON COMMUNICATIONS, EXELON CORPORATION AND
    NORTHEAST UTILITIES STOCKHOLDERS' AGREEMENT." Mr. Shinn, one of our
    directors, is the vice president of Exelon Corporation. Mr. Shinn disclaims
    beneficial ownership of the shares held by Exelon, except to the extent of
    his pecuniary interest, if any.

5.  Represents (i) 4,455,801 shares held of record by NEBT and (ii) an
    additional 4,774,038 shares held of record by Mode 1, which may be deemed to
    be beneficially owned by NEBT as a result of the FiveCom, Inc. Principal
    Stockholders Agreement dated May 28, 1998, as amended on October 19, 2000,
    by and among Central Maine Power Company ("CMP"), NU, Mode 1 and NEBT (the
    "Principal Stockholders Agreement"). See "ITEM 13. CERTAIN RELATIONSHIPS AND
    RELATED TRANSACTIONS--PRINCIPAL STOCKHOLDERS AGREEMENT." NEBT is owned by
    New England Investment Corporation, a wholly-owned subsidiary of Mainecom
    Services, which is a wholly-owned subsidiary of CMP Group, Inc. CMP
    Group, Inc. is a wholly owned subsidiary of Energy East Corporation ("Energy
    East"). The trustees of NEBT are New England Investment Corporation and
    Joseph D. Fay. Joseph D. Fay is general counsel, secretary and clerk of
    Mainecom Services and a director of New England Investment Corporation. The
    address of NEBT is 110 Great Road, Bedford, Massachusetts 01730.
    Mr. McClain, one of our directors, is the vice president, corporate
    development of CMP Group, Inc. Mr. McClain disclaims beneficial ownership of
    the shares held by CMP Group, Inc., except to the extent of his pecuniary
    interest, if any. Mr. German, one of our directors, is the senior vice
    president of Energy East. Mr. German disclaims beneficial ownership except
    to the extent of his pecuniary interest, if any.

6.  Mr. Courter does not have any options exercisable within 60 days after
    April 1, 2001.

                                      -12-
<PAGE>
7.  Includes 376,136 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001 and 300 shares held by Mr. Colantonio's minor
    child, as to which shares Mr. Colantonio disclaims beneficial ownership
    except to the extent of his pecuniary interest, if any.

8.  Represents 30,895 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

9.  Represents 18,895 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

10. Represents 4,683 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

11. Represents 30,895 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

12. Represents 4,683 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

13. Represents 4,683 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

14. Represents 18,896 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

15. Includes 61,806 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001 and 400 shares held by Mr. Fennell's minor
    children, as to which shares Mr. Fennell disclaims beneficial ownership
    except to the extent of his pecuniary interest, if any.

16. Includes 20,000 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

17. Mr. Bisceglia resigned as chairman and chief executive officer in
    August 2000.

18. Includes 571,572 shares issuable pursuant to options exercisable within
    60 days after April 1, 2001.

                                      -13-
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NORTHEAST UTILITIES AGREEMENTS

    In 1994 and 1995, we entered into a series of agreements (as subsequently
amended and restated in February 1998) with the three principal operating
subsidiaries of Northeast Utilities concerning the provision of rights-of-way
along electric utility towers and inside urban electric utility ducts. Pursuant
to the agreements with Northeast Utilities, we acquired indefeasible rights of
use in fiber optic filaments placed along Northeast Utilities, rights of way
prior to February 1998 and acquired ownership of fiber optic filaments placed
along Northeast Utilities' rights of way subsequent to February 1998. We and
Northeast Utilities both agreed to use best efforts to complete installation of
the Northeast Utilities system by September 1999. We agreed to pay the cost of
installing the cable and to utilize Northeast Utilities, engineering staff in
carrying out the installation. Under our agreements with Northeast Utilities, we
agreed to pay to Northeast Utilities' mileage-based annual fees and a percentage
of the gross revenues that the company generates on the portion of our system
located on Northeast Utilities' rights-of-way.

    A portion of the Northeast Utilities system, comprised of 12 fibers within
the cable, is owned by, and has been set aside for, Northeast Utilities.
Northeast Utilities may lease these fibers to third parties, provided that prior
to September 2001, Northeast Utilities is not permitted to assign any fibers or
resell capacity on its network to specified carriers except for certain limited
purposes. After September 2001, Northeast Utilities will be free to use its
network to compete with us.

    Under our agreements with Northeast Utilities, if any proposed segment of
our system's route requires material modifications or unusual expense to make it
available for our fiber, or if Northeast Utilities withdraws any segment from
the route in order to give priority to electrical services, we have the right to
designate additional or alternative route segments, subject to Northeast
Utilities, approval, which will not be withheld unless the additional or
alternative segments would materially adversely affect Northeast Utilities'
ability to provide reliable electric service, cause or create safety problems or
would not be feasible for structural reasons. If Northeast Utilities wants to
create new route segments in order to extend the their system, we have a right
of first refusal on the provision of any such segments. If Northeast Utilities
obtains such segments from third parties, Northeast Utilities has agreed to use
its best efforts to obtain for us the unimpeded use of not less than 12 usable
single mode fibers in such segment on terms no less favorable than those
provided to Northeast Utilities.

    The agreements with Northeast Utilities have an initial term of 30 years and
expire in September 2024. Thereafter, they automatically renew for five-year
terms, unless one of the parties has given a one-year advance notice of
termination. In the event that Northeast Utilities gives such a notice and
terminates the agreements, it must either, at its option, pay us an amount equal
to the fair market value of their system less the value of their own network or
allow us to retain the indefeasible rights of use and receive from us an annual
payment equal to 10% of our gross revenue from the Northeast Utilities system,
which payment would be in addition to the other annual payments under the
agreements with Northeast Utilities.

    In addition to the foregoing, our agreements with Northeast Utilities may be
terminated by Northeast Utilities if we default in the performance of our
obligations under the agreements, including the failure to obtain and maintain
all necessary government permits, licenses, franchises and approvals, and the
failure to pay amounts due under the agreements, subject in most cases to cure
periods of between 30 and 90 days.

    We believe that our agreements with Northeast Utilities are on terms at
least as favorable to us as could have been obtained from unaffiliated third
parties. Northeast Utilities has waived right-of-way fees otherwise payable by
the company through 2004 in return for our agreement to build our system

                                      -14-
<PAGE>
to certain facilities of Northeast Utilities and to allow them to use 12 fibers
on designated route segments in their service territory.

CENTRAL MAINE POWER COMPANY AGREEMENT

    In January 1997, we and Central Maine Power Company entered into an
agreement in which Central Maine Power Company granted us a right of use in
fiber optic filaments within a cable along a certain route in Central Maine
Power Company's service territory. We have the right to install additional cable
in Central Maine Power Company's service territory, subject to the approval of
Central Maine Power Company, which must not be unreasonably withheld. We are
obligated to pay the cost of installing the cable.

    In exchange for the rights of use, we agreed to pay to Central Maine Power
Company an annual fee beginning, with regard to any particular route segment, in
the first calendar year following the installation date for such route segment.

    Our rights of use do not apply to six fibers that have been set aside for
Central Maine Power Company's use as their network. Central Maine Power Company
may use these fibers for its own business purposes, but may not lease them to
third parties prior to the seventh anniversary of any given installation date.
After the seven-year period, to the extent that Central Maine Power Company has
excess capacity on its network, Central Maine Power Company is required to
negotiate in good faith with us to provide such excess capacity before making it
available to third parties. If we do not enter into an agreement with Central
Maine Power Company for such excess capacity, Central Maine Power Company will
be able to use such capacity to compete with us.

    Our agreement with Central Maine Power Company has an initial term of
30 years and expires in January 2027. Thereafter, it is renewable at our option
for an additional ten-year term. In the event that we elect to renew the
agreement, we must pay to Central Maine Power Company an annual payment equal to
10% of our gross annual revenue from the Central Maine Power Company system,
which payment would be in addition to the other annual payments under the
agreement with Central Maine Power Company.

    In addition to the foregoing, our agreement with Central Maine Power Company
may be terminated by them if we default in our obligations under the agreement
and our default is not cured within a designated cure period.

    We believe that our agreement Central Maine Power Company is on terms at
least as favorable to us as could have been obtained from unaffiliated third
parties.

CMP GROUP, INC., MAINECOM SERVICES, NEW ENGLAND BUSINESS TRUST AND NORTHEAST
  UTILITIES AGREEMENT

    In March 2000, we entered into a memorandum of understanding with CMP
Group, Inc., MaineCom Services, New England Business Trust and Northeast
Utilities. Under the memorandum of understanding, we agreed to file a
registration statement to register certain shares of common stock held by New
England Business Trust in response to the exercise of a demand registration
request by New England Business Trust under a 1995 agreement. New England
Business Trust also agreed to reimburse us for some of the expenses that we
incur in connection with this offering up to an aggregate of $575,000. Pursuant
to the 1995 agreement, we agreed to indemnify New England Business Trust against
certain liabilities, including liabilities under the Securities Act. On May 19,
2000, New England Business Trust completed the sale of 1,500,000 shares of our
common stock pursuant to this registration statement.

    New England Business Trust, Northeast Utilities and we also agreed under the
memorandum of understanding to use commercially reasonable efforts to cause the
form of stockholders agreement which was to be executed in connection with the
closing of the transactions contemplated by the

                                      -15-
<PAGE>
Consolidated Edison Communications and Exelon Corporation agreements to be
amended to add New England Business Trust as a party and to provide for
amendments similar to those to be made to the existing stockholders agreement
between New England Business Trust and Northeast Utilities, which are described
above.

    In addition, New England Business Trust and Northeast Utilities agreed under
the March 2000 memorandum of understanding to vote in favor of the issuance of
shares to Consolidated Edison Communications and Exelon Corporation in
connection with our agreements with each of them. CMP and Northeast Utilities
agreed to amend the existing stockholders agreement between them in the manner
described below. See "Principal Stockholders Agreement."

REGISTRATION RIGHTS

    In November 1995, we entered into a stock subscription agreement with
MaineCom Services pursuant to which MaineCom Services purchased shares of our
Series B convertible preferred stock. Pursuant to the terms of the agreement,
MaineCom Services has the right to have the shares of our common stock that were
issued upon conversion of its shares of our Series B convertible preferred stock
included in any registration statement we file relating to any public offering
of our common stock, except to the extent the number of such shares may be
limited by the managing underwriter of the offering. In addition, MaineCom
Services may request that we register all or part of the those shares at any
time at least 180 days after the effective date of a registered underwritten
offering of our Common Stock, provided that the anticipated aggregate net
offering price for such securities is at least $10,000,000. MaineCom Services
through its affiliate, New England Business Trust, made such a demand by a
letter addressed to us and dated January 28, 2000. In response to that request,
we filed the registration statement referenced above under the heading "CMP
Group, Inc., MaineCom Services, New England Business Trust and Northeast
Utilities Agreement" relating to 3,450,000 shares of our common stock held by
New England Business Trust.

PRINCIPAL STOCKHOLDERS AGREEMENT

    Central Maine Power Company and Northeast Utilities have entered into a
FiveCom, Inc. Principal Stockholders Agreement dated May 28, 1998, whereby each
of them agreed that, following the completion of our initial public offering,
neither of them will permit or cause our company to merge or consolidate,
liquidate or dissolve, change its form of organization or sell, lease, exchange
or transfer all or substantially all of its assets, or seek bankruptcy
protection or certain other protection from creditors, without the consent of
both parties. In addition, they granted each other rights of first offer in
connection with any proposed sale of our common stock held by them and the
option to purchase the shares of common stock held by one of them if the other
seeks bankruptcy protection or similar relief. This agreement will remain in
effect for so long as Northeast Utilities owns at least 10% of our outstanding
common stock, on a fully diluted basis, and the aggregate shares of our common
stock owned by Northeast Utilities and Central Maine Power Company is at least
33 1/3% of our outstanding common stock, on a fully diluted basis.

    On October 19, 2000 pursuant to their agreement under the March 2000
memorandum of understanding described above, the parties entered into an
amendment to the Principal Stockholders Agreement providing that each of them
may sell shares of our common stock pursuant to Rule 144 of the Securities Act
without regard to the right of first offer provision contained in the
stockholders agreement between them and that each of them would agree to vote
for two directors nominated to our board of directors by the other party. The
parties also agreed that in the event Northeast Utilities holds less than
2,086,732 shares, New England Business Trust would only be obligated to vote for
one director nominated by Northeast Utilities and that the voting obligation
would be eliminated if Northeast Utilities holds less than 772,917 shares.
Likewise, in the event that New England Business Trust holds less than 2,701,629
shares, Northeast Utilities would only be obligated to vote for one

                                      -16-
<PAGE>
director nominated by New England Business Trust and the voting obligation would
be eliminated if New England Business Trust holds less than 1,000,672 shares.

SEPTEMBER 2000 REORGANIZATION

    In November 20, 1999 the board of directors of NEON Optica, Inc. (formerly
referred to as NorthEast Optic Network, Inc.), our predecessor, approved a plan
of reorganization under which the business of NorthEast Optic Network would
become a wholly-owned subsidiary of our company.

    At the direction of the board of directors of NEON Optica, our company was
incorporated under the laws of the State of Delaware in November 1999 for the
purpose of becoming a holding company by acquiring all of the outstanding NEON
Optica common stock.

    At the direction of our board of directors and the board of directors of
NEON Optica, NEON Acquisition was incorporated under the laws of the State of
Delaware in November 1999 for the purpose of merging with NEON Optica in order
to facilitate the reorganization.

    At the effective time of the reorganization in September 2000, shares of our
common stock and the shares of common stock of NEON Optica and NEON Acquisition
were converted and exchanged as described below:

    - Each share of NEON Optica common stock issued and outstanding immediately
      prior to the effective time of the reorganization automatically became and
      was converted into the right to receive one share of our common stock.

    - Each share of NEON Acquisition common stock issued and outstanding
      immediately prior to the effective time of the reorganization was
      converted into one share of NEON Optica common stock. As a result, at the
      effective time of the reorganization, all of the common stock of NEON
      Optica owned by us.

    - Each share of our common stock issued and outstanding immediately prior to
      the effective time of the reorganization was, at the effective time of the
      reorganization, canceled.

    At the effective time of the reorganization, NEON Optica stockholders became
our stockholders. As stockholders of our company, they have essentially the same
rights to govern our activities as they had with respect to NEON Optica;
however, as stockholders of our company, they are not entitled to vote on
matters requiring the approval of NEON Optica stockholders. Our stockholders are
entitled to vote with respect to matters affecting our company, which owns 100%
of the voting stock in NEON Optica.

    The directors of NEON Optica immediately prior to the effective time of the
reorganization became our directors and the directors of NEON Optica immediately
after the reorganization. Additionally, the officers and other employees of NEON
Optica immediately prior to the effective time of the reorganization became
employed by us in substantially the same capacities as they held in NEON Optica
immediately prior to the reorganization.

CONSOLIDATED EDISON COMMUNICATIONS AGREEMENT AND EXELON CAPITAL PARTNERS
  CORPORATION AGREEMENT

    In November 1999, we entered into agreements with the communications
subsidiaries of Consolidated Edison, Inc., and PECO Energy, Inc. (which was
subsequently acquired by Exelon Corporation). Under these agreements, Exelon
Capital Partners Corporation, Exelon Corporation's communications subsidiary
("Exelon"), and Consolidated Edison Communications Inc., Consolidated Edison
communications' subsidiary ("CEC"), agreed to provide us with fiber optic
filaments and interconnections which enable us to operate our network through
significant portions of their coverage areas, including New York and
Philadelphia, and enter into cooperative marketing arrangements with us.

                                      -17-
<PAGE>
    Under the agreements, we agreed to provide network transport and carrier
services among the service areas of CEC and Exelon, provided that each of these
companies provide connectivity from our network to their respective local loops,
and each will manage distribution into its respective end-users' locations. The
communications network operates under our brand name and we jointly develop,
operate and market the combined telecommunications infrastructure that was
created through the consummation of the two transactions.

    For an initial period of seven years, the agreements provide us with the
exclusive right and obligation to provide communications services to CEC and
Exelon and their certificated carrier customers to any point covered by our
network, so long as we are able to provide such services in a timely manner and
at market competitive prices. CEC and Exelon have reciprocal exclusive rights
and obligations under the agreements to provide communications services to us
and our customers to any point covered by their networks, subject to the same
timing and pricing conditions.

    CEC agreed to provide a connection facility for us in Manhattan and provide
connectivity to 25 carrier buildings in key areas of Manhattan. These buildings
include major long distance company facilities, large collocation facilities,
local serving offices and other high-traffic building sites. Exelon agreed to
provide a new facility for our use in Philadelphia, convey a right-of-use to
approximately 4,000 fiber miles in a corridor from New York City to Philadelphia
and from Philadelphia to Baltimore and Washington, D.C., and provide
connectivity to 40 carrier sites in metropolitan Philadelphia and to one site in
each of Baltimore and Washington, D.C.

    Under the agreements, we issued 2,476,735 shares of our common stock to CEC
and 2,131,143 shares of our common stock to Exelon, which resulted in CEC and
Exelon owning approximately 10.75% and 9.25% of our outstanding common stock,
respectively, immediately following the consummation of the transaction. Under
the stockholders agreement described above, each of these companies also
received the right to nominate one member to our board of directors.

CONSOLIDATED EDISON COMMUNICATIONS, EXELON CAPITAL PARTNERS CORPORATION AND
NORTHEAST UTILITIES STOCKHOLDERS' AGREEMENT.

    In September 2000, we entered into a Stockholders' Agreement with CEC,
Exelon and Mode 1 Communications, Inc. ("Mode 1"), one of our principal
stockholders and a subsidiary of Northeast Utilities. Under the Agreement, as
amended to date, each of the stockholder parties has agreed that in any and all
elections of our directors, it will vote all of the shares of voting stock then
owned by it to fix the size of the board at ten directors and to elect two
members designated by Mode 1, one member designated by Exelon and one member
designated by CEC, provided that no party would be required to vote for any
designee deemed unacceptable by our board of directors.

    While this Agreement does not have a fixed term, it would terminate
automatically upon a sale of our company. Also, in the event that Mode 1's stock
ownership is reduced such that it holds a number of shares (i) equal to or less
than the lower of the number of shares then held by Exelon and CEC, and
(ii) less than the number of shares held by Mode 1 on the date of the Agreement,
then Mode 1 would be entitled to designate only one member to the board of
directors. Further, if the stock ownership of any of CEC, Exelon or Mode 1 falls
below one half of the percentage of shares held by Exelon on the date of the
Agreement, then such party's rights and obligations would terminate without any
effect on the rights and obligations of the other parties to the Agreement.

    The Agreement entitles each of CEC, Exelon and Mode 1 to a right of first
offer with respect to proposed transfers of our stock by parties to the
Agreement, other than (i) transfers among affiliates of the parties,
(ii) transfers pursuant to an acquisition of our company by another public
company and (iii) transfers by each party of up to an aggregate of 160,000
shares of our voting stock in any rolling 12-month period. In the event a party
proposes a transfer which is not so exempt from the right of first offer
provisions, it would be required to offer to each of the other stockholder
parties such party's pro

                                      -18-
<PAGE>
rata portion of the offering, based upon its ownership of our company relative
to the other parties to the Agreement, on terms and for consideration
substantially comparable to the terms of the proposed offering. The Agreement
also provides that, in the event that we are entitled under the May 1998
Principal Stockholders Agreement (described above) to purchase shares of our
stock held by Central Maine Power Company or its affiliates, we will notify CEC,
Exelon and Mode 1 and provide each of them with a comparable right of first
offer under the Agreement to purchase a portion of such shares.

OTHER TRANSACTIONS

    During 2000, we reimbursed Central Maine Power Company and/or Union Water
Power Company, a subsidiary of Energy East, $1,307,000 for personnel and
construction costs related to our activities.

    We paid Northeast Utilities $851,000 in 2000 for materials, labor and other
contractor charges related to the construction of the NEON system.

    For a description of employment agreements between us and our named
executive officers, see "ITEM 11. EXECUTIVE COMPENSATION--EMPLOYMENT,
TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS," above. For a description of
stock options granted to certain directors, see "ITEM 11. EXECUTIVE
COMPENSATION--DIRECTORS' COMPENSATION," above.

                                      -19-
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrants have duly caused this Amendment to their
Annual Report on Form 10-K/A to be signed on their behalf by the undersigned,
thereunto duly authorized, in Westborough, Massachusetts, on this 30th day of
April 2001.

<TABLE>
<S>                                                    <C>  <C>
                                                       NEON COMMUNICATIONS, INC.
                                                       NEON OPTICA, INC.

                                                       By:            /s/ STEPHEN E. COURTER
                                                            -----------------------------------------
                                                                        Stephen E. Courter
                                                                   CHIEF EXECUTIVE OFFICER AND
                                                                CHAIRMAN OF THE BOARD OF DIRECTORS
</TABLE>

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, this Amendment to the Registrants' Annual
Report on Form 10-K/A has been signed by the following persons in their
capacities as officers and/or directors for both NEON Communications and NEON
Optica and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                                                       Chief Executive Officer and
               /s/ STEPHEN E. COURTER                    Chairman of the Board
     -------------------------------------------         of Directors                 April 30, 2001
                 Stephen E. Courter                      (Principal Executive
                                                         Officer)

                                                       Vice President, Finance,
               /s/ WILLIAM F. FENNELL                    Chief Financial Officer
     -------------------------------------------         and Treasurer                April 30, 2001
                 William F. Fennell                      (Principal Financial and
                                                         Accounting Officer)

                          *
     -------------------------------------------       Vice Chairman of the Board     April 30, 2001
                  Victor Colantonio                      of Directors

     -------------------------------------------       Director                       April 30, 2001
                 Katherine E. Dietze

                          *
     -------------------------------------------       Director                       April 30, 2001
                  John H. Forsgren

                          *
     -------------------------------------------       Director                       April 30, 2001
                 F. Michael McClain

                          *
     -------------------------------------------       Director                       April 30, 2001
                   A. Robert Shinn
</TABLE>

                                      -20-
<PAGE>

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                          *
     -------------------------------------------       Director                       April 30, 2001
                  Michael I. German

                          *
     -------------------------------------------       Director                       April 30, 2001
                    Gary D. Simon

                          *
     -------------------------------------------       Director                       April 30, 2001
                    Peter A. Rust
</TABLE>

<TABLE>
<S>  <C>                                               <C>                        <C>
By:  /s/ STEPHEN E. COURTER
     ---------------------------------------
     Stephen E. Courter                                                             April 30, 2001
     *Attorney-in-Fact
</TABLE>

                                      -21-