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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 Mark One
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For The Fiscal Year Ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the Transition Period from  to
 Commission File Number 333-142946
 Broadview Networks Holdings, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    11-3310798(I.R.S. Employer
Identification Number)800 Westchester Avenue, 
Suite N501 Rye Brook, NY 10573(Address of principal executive offices)
    
    10573(Zip Code)
 (914) 922-7000  (Registrants telephone number, including area
code)   Securities registered pursuant to Section 12(b) of the Act:
NONE
 Securities registered pursuant to Section 12(g) of the Act:
NONE
 Yes o No þ
 Yes þ No o
 Yes þ No o
 Yes o
No o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ
  NOT APPLICABLE because no public equity market exists for such shares, the aggregate market
value of the common stock held by non-affiliates of the Company is not determinable.
  Class
    
    Outstanding at March 24, 2009Series A common stock, $.01 par value
    
    9,342,880Series B common stock, $.01 par value
    
    360,050
 DOCUMENTS INCORPORATED BY REFERENCE
NONE.




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##### Table of Contents



EXPLANATORY STATEMENT TO FORM 10-K AMENDMENT




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##### 



TABLE OF CONTENTS
 PagePART IIIItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    3PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    7Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART III
 
 Item 12.

    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
    
    each stockholder known by us to beneficially own more than 5% of each class of our
outstanding stock;
    
    each of our directors and executive officers; and
    
    all directors and executive officers as a group.
   3




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##### Table of Contents



Class A
    
    
    
    
    
    
    
    
    
    
    Class BClass A
    
    
    Common Stock on an
    
    
    Class B
    
    
    Common Stock on anCommon Stock
    
    
    As-Converted Basis(1)
    
    
    Common Stock
    
    
    As-Converted Basis(1)Amount
    
    
    
    
    
    
    Amount
    
    
    
    
    
    
    Amount
    
    
    
    
    
    
    Amountand
    
    
    Percent of
    
    
    and
    
    
    Percent of
    
    
    and
    
    
    Percent of
    
    
    and
    
    
    Percent ofNature of
    
    
    Outstanding
    
    
    Nature of
    
    
    Outstanding
    
    
    Nature of
    
    
    Outstanding
    
    
    Nature of
    
    
    OutstandingBeneficial
    
    
    Shares
    
    
    Beneficial
    
    
    Shares
    
    
    Beneficial
    
    
    Shares
    
    
    Beneficial
    
    
    SharesOwnership
    
    
    of Class
    
    
    Ownership
    
    
    of Class
    
    
    Ownership
    
    
    of Class
    
    
    Ownership
    
    
    of ClassSteven F. Tunney(2)
    
    
    4,698,987
    
    
    
    50.3
    %
    
    
    10,705,898
    
    
    
    69.7
    %B. Hagen Saville(2)
    
    
    4,698,987
    
    
    
    50.3
    %
    
    
    10,705,898
    
    
    
    69.7
    %Samuel G. Rubenstein(2)
    
    
    4,698,987
    
    
    
    50.3
    %
    
    
    10,705,898
    
    
    
    69.7
    %John S. Patton, Jr(2)
    
    
    4,698,987
    
    
    
    50.3
    %
    
    
    10,705,898
    
    
    
    69.7
    %Robert Manning(3)
    
    
    1,508,506
    
    
    
    16.1
    %
    
    
    3,436,932
    
    
    
    30.5
    %Peter J. Barris(4)
    
    
    821,345
    
    
    
    8.8
    %
    
    
    1,871,326
    
    
    
    18.0
    %Michael Robinson(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,075
    
    
    
    27.4
    %
    
    
    171,746
    
    
    
    41.3
    %Brian Crotty(6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,650
    
    
    
    17.7
    %
    
    
    111,264
    
    
    
    28.7
    %Terrence J. Anderson(7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,750
    
    
    
    15.4
    %
    
    
    96,529
    
    
    
    25.3
    %Kenneth A. Shulman(8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,225
    
    
    
    9.6
    %
    
    
    60,109
    
    
    
    16.5
    %Corey Rinker(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,625
    
    
    
    7.3
    %
    
    
    45,933
    
    
    
    12.8
    %Charles Hunter(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,875
    
    
    
    6.8
    %
    
    
    42,668
    
    
    
    12.0
    %Directors and
Executive Officers as
a Group(11)
    
    
    7,028,838
    
    
    
    75.2
    %
    
    
    16,014,156
    
    
    
    87.4
    %
    
    
    283,200
    
    
    
    84.1
    %
    
    
    528,250
    
    
    
    90.8
    %MCG(2)
    
    
    4,698,987
    
    
    
    50.3
    %
    
    
    10,705,898
    
    
    
    69.7
    %Baker(3)
    
    
    1,508,506
    
    
    
    16.1
    %
    
    
    3,436,932
    
    
    
    30.5
    %NEA(4)
    
    
    821,345
    
    
    
    8.8
    %
    
    
    1,871,326
    
    
    
    18.0
    %Com Ventures(12)
    
    
    360,109
    
    
    
    3.9
    %
    
    
    820,460
    
    
    
    8.4
    %WPG(13)
    
    
    224,072
    
    
    
    2.4
    %
    
    
    510,519
    
    
    
    5.3
    %Apollo(14)
    
    
    165,965
    
    
    
    1.8
    %
    
    
    378,129
    
    
    
    4.0
    %Trimaran(15)
    
    
    128,985
    
    
    
    1.4
    %
    
    
    293,875
    
    
    
    3.1
    %
 
 (1)
    
    The calculation of Class A Common Stock on an as-converted basis
includes all shares of Series A Preferred Stock, Series A-1 Preferred
Stock, Series B Preferred Stock and Series B-1 Preferred Stock and
warrants and options convertible or exercisable into Class A Common
Stock within 60 days of December 31, 2008. This does not include
shares of capital stock, warrants or options that are convertible or
exercisable into Class A Common Stock upon a change of control or
qualifying initial public offering.The calculation of Class B Common Stock on an as-converted basis
includes all shares of Series C Preferred Stock, warrants and options
convertible or exercisable into Class B Common Stock within 60 days
of December 31, 2008. This does not include shares of capital stock,
warrants or options that are convertible or exercisable into Class B
Common Stock upon a change of control or qualifying initial public
offering.(2)
    
    MCG beneficially owns (i) 87,254 shares of our Series A Preferred
Stock, which represents 100.0% of the outstanding shares of our
Series A Preferred Stock and (ii) 100,702 shares of our Series A-1
Preferred Stock, which represents 100% of the outstanding shares of
our Series A-1 Preferred Stock. Each of Mr. Tunney, Mr. Saville,
Mr. Rubenstein and Mr. Patton are officers of MCG Capital
Corporation. By virtue of such relationship, each of Mr. Tunney,
Mr. Saville, Mr. Rubenstein and Mr. Patton, may be deemed to
beneficially own the shares listed as beneficially owned by MCG. Each
of Mr. Tunney, Mr. Saville, Mr. Rubenstein and Mr. Patton disclaims
beneficial ownership of such shares.(3)
    
    Baker beneficially owns (i) 38,119 shares of our Series B Preferred
Stock, which represents 41.8% of the outstanding shares of our
Series B Preferred Stock and (ii) 22,221 shares of our Series B-1
Preferred Stock, which represents 34.2% of the outstanding shares of
our Series B-1 Preferred Stock. Mr. Manning is a manager of the
general partners of Baker Communications Fund, L.P. and Baker
Communications Fund II (QP) L.P. By virtue of such relationship,
Mr. Manning may be deemed to beneficially own the shares listed as
beneficially owned by Baker. Mr. Manning disclaims beneficial
ownership of such shares.  4




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##### Table of Contents



(4)
    
    NEA beneficially owns (i) 20,838 shares of our Series B Preferred
Stock, which represents 22.8% of the outstanding shares of our
Series B Preferred Stock and (ii) 12,016 shares of our Series B-1
Preferred Stock, which represents 18.5% of the outstanding shares of
our Series B-1 Preferred Stock. Mr. Barris is the managing general
partner of New Enterprise Associates VII, L.P., New Enterprise
Associates 9, L.P., New Enterprise Associates 10, L.P. and NEA
Presidents Fund. By virtue of such relationship, Mr. Barris may be
deemed to beneficially own the shares listed as beneficially owned by
NEA. Mr. Barris disclaims beneficial ownership of such shares.(5)
    
    Mr. Robinson beneficially owns 3,683 shares of our Series C Preferred
Stock, which represents 27.4% the outstanding shares of our Series C
Preferred Stock.(6)
    
    Mr. Crotty beneficially owns 2,386 shares of our Series C Preferred
Stock, which represents 17.7% of the outstanding shares of our
Series C Preferred Stock.(7)
    
    Mr. Anderson beneficially owns 2,070 shares of our Series C Preferred
Stock, which represents 15.4% of the outstanding shares of our
Series C Preferred Stock.(8)
    
    Mr. Shulman beneficially owns 1,289 shares of our Series C Preferred
Stock, which represents 9.6% of the outstanding shares of our
Series C Preferred Stock.(9)
    
    Mr. Rinker beneficially owns 985 shares of our Series C Preferred
Stock, which represents 7.3% of the outstanding shares of our
Series C Preferred Stock.(10)
    
    Mr. Hunter beneficially owns 915 shares of our Series C Preferred
Stock, which represents 6.8% of the outstanding shares of our
Series C Preferred Stock.(11)
    
    The Directors and Executive Officers as a group beneficially own
(i) 87,254 shares of our Series A Preferred Stock, which represents
100.0% of the outstanding shares of our Series A Preferred Stock,
(ii) 100,702 shares of our Series A-1 Preferred Stock, which
represents 100% of the outstanding shares of our Series A-1 Preferred
Stock, (iii) 58,957 shares of our Series B Preferred Stock, which
represents 64.6% of the outstanding shares of our Series B Preferred
Stock, (iv) 34,237 shares of our Series B-1 Preferred Stock, which
represents 52.7% of the outstanding shares of our Series B-1
Preferred Stock and (v) 11,328 shares of our Series C Preferred
Stock, which represents 84.1% of the outstanding shares of our
Series C Preferred Stock.(12)
    
    References to Com Ventures are to Communications Ventures II, L.P.,
ComVentures IV, L.P., Communications Ventures II Affiliates Fund,
L.P., ComVentures IV CEO Fund, L.P., and ComVentures IV
Entrepreneurs Fund, L.P. Com Ventures beneficially owns
(i) 10,191 shares of our Series B Preferred Stock, which represents
11.2% of the outstanding shares of our Series B Preferred Stock and
(ii) 4,213 shares of our Series B-1 Preferred Stock, which represents
6.5% of the outstanding shares of our Series B-1 Preferred Stock.(13)
    
    References to WPG are to Weiss, Peck & Greer Venture Associates IV,
L.L.C., WPG Enterprise Fund III, L.L.C., Weiss, Peck & Greer Venture
Associates IV Cayman, L.P., and WPG Information Sciences Entrepreneur
Fund, L.P. WPG beneficially owns (i) 6,418 shares of our Series B
Preferred Stock, which represents 7.0% of the outstanding shares of
our Series B Preferred Stock and (ii) 2,545 shares of our Series B-1
Preferred Stock, which represents 3.9% of the outstanding shares of
our Series B-1 Preferred Stock.(14)
    
    References to Apollo are to APEUREKAGGN, LLC. Apollo beneficially
owns 6,639 shares of our Series B-1 Preferred Stock, which represents
10.2% of the outstanding shares of our Series B-1 Preferred Stock.(15)
    
    References to Trimaran are to CIBC Capital Corporation, CIBC Employee
Private Equity Fund, Trimaran Capital, LLC, Trimaran Fund II, LLC,
and Trimaran Parallel Fund II, LLC. Trimaran beneficially owns
5,159 shares of our Series B-1 Preferred Stock, which represents 7.9%
of the outstanding shares of our Series B-1 Preferred Stock.  5




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Securities authorized for issuance under equity compensation plans
 Equity Compensation Plan InformationNumber of RemainingNumber of
    
    
    
    
    
    
    
    
    
    
    Units AvailableRestricted
    
    
    Number of
    
    
    Exercise Price of
    
    
    for Future IssuanceStock
    
    
    Options
    
    
    Outstanding
    
    
    under EquityPlan Category
    
    Units(1)
    
    
    Units(1)
    
    
    Option Units
    
    
    Compensation PlansEquity compensation plans approved by security holders(2)
    
    
    14,402
    
    
    
    20,900
    
    
    $
    137.50
    
    
    
    17,030Total
    
    
    14,402
    
    
    
    20,900
    
    
    $
    137.50
    
    
    
    17,030
 
 (1)
    
    Securities granted under the MIP have been presented as units for
purposes of this table only. Each unit represents 1 share of Series C
preferred stock and 25 shares of Class B common stock. However, while
presented as a unit for convenience, the actual grants represent
separate and distinct securities for accounting and securities law
purposes.(2)
    
    For a description of the material features of the MIP, see the section
entitled Executive Compensation  Compensation Discussion &
Analysis.  6




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Financial Statements and Schedules
  (b) Exhibits
 ExhibitNo.
    
    Description2.1
    
    
    Stock Purchase Agreement, dated as of June 26, 2006, by and among Broadview Networks Holdings, Inc., ATX
Communications, Inc., the stockholders of ATX Communications, Inc. and, for the limited purposes set forth
therein, Leucadia National Corporation.(a)2.2
    
    
    Agreement and Plan of Merger, dated as of February 23, 2007, by and among Broadview Networks Holdings, Inc.,
Eureka Acquisition Corporation, Eureka Broadband Corporation, the significant stockholders of Eureka Broadband
Corporation set forth therein and Jeffrey Ginsberg, as agent for the stockholders of Eureka Broadband
Corporation.(a)3.1
    
    
    Tenth Amended and Restated Certificate of Incorporation, dated May 31, 2007, of Broadview Networks Holdings, Inc.*3.2
    
    
    Second Amended and Restated Bylaws of Broadview Networks Holdings, Inc.(a)4.1
    
    
    Indenture, dated as of August 23, 2006, by and among Broadview Networks Holdings, Inc., the Guarantors named
therein and The Bank of New York, as trustee.(a)4.2
    
    
    Supplemental Indenture, dated as of September 29, 2006, by and among Broadview Networks Holdings, Inc., the
Guarantors named therein and The Bank of New York, as trustee.(a)4.3
    
    
    Form of Exchange 113/8% Senior Secured Note due 2012.(a)4.4
    
    
    Form of Guarantee of Exchange 113/8% Senior Secured Note due 2012.(a)4.5
    
    
    Second Supplemental Indenture, dated as of May 14, 2007, by and among Broadview Networks Holdings, Inc., the
Guarantors named therein and The Bank of New York, as trustee.(a)4.6
    
    
    Third Supplemental Indenture, dated as of May 31, 2007, by and among Broadview Networks Holdings, Inc., the
Guarantors named therein and The Bank of New York, as trustee.(a)4.7
    
    
    Security Agreement, dated as of August 23, 2006, by and among by and among Broadview Networks Holdings, Inc, the
subsidiaries of Broadview Networks Holdings, Inc. named therein and The Bank of New York, as collateral agent.(a)4.8
    
    
    Supplement to the Security Agreement, dated as of September 29, 2006, by and among Broadview Networks Holdings,
Inc, the subsidiaries of Broadview Networks Holdings, Inc. named therein and The Bank of New York, as collateral
agent.(a)4.9
    
    
    Second Supplement to the Security Agreement, dated as of May 31, 2007, by and among Broadview Networks Holdings,
Inc, the subsidiaries of Broadview Networks Holdings, Inc. named therein and The Bank of New York, as collateral
agent.(a)10.1
    
    
    Management Incentive Plan, dated as of February 9, 2007, of Broadview Networks Holdings, Inc.(a)10.2
    
    
    Employment Agreement, dated as of February 10, 2005, by and between Broadview Networks Holdings, Inc. and Michael
K. Robinson.(a)(c)10.3
    
    
    Employment Agreement, dated as of March 3, 1994, by and between Bridgecom Holdings, Inc. and Brian Crotty.(a)(c)10.4
    
    
    Employment Agreement, dated as of January 14, 2004, by and between Broadview Networks Holdings, Inc. and Terrence
J. Anderson.(a)(c)10.5
    
    
    Employment Agreement, dated as of January 14, 2005, by and between Broadview Networks Holdings, Inc. and Kenneth
Shulman.(a)(c)10.6
    
    
    Employment Agreement, dated as of March 3, 1994, by and between Bridgecom Holdings, Inc. and Charles Hunter.(a)(c)10.7
    
    
    Employment Agreement, dated as of March 3, 2994, by and between Bridgecom Holdings, Inc. and Corey Rinker.(a)(c)10.8
    
    
    Credit Agreement, dated as of August 23, 2006, by and among Broadview Networks Holdings, Inc., Broadview
Networks, Inc., Broadview Networks of Massachusetts, Inc., Broadview Networks of Virginia, Inc., the Lenders
named therein, Jefferies & Company, Inc., as syndication agent, and The CIT Group/Business Credit, Inc., as
administrative agent, collateral agent and documentation agent.(a)
  7




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ExhibitNo.
    
    Description10.9
    
    
    Collateral Agreement, dated as of August 23, 2006, by and among Broadview Networks Holdings, Inc., the Subsidiary
Grantors named therein and The CIT Group/Business Credit, Inc., as administrative agent.(a)10.10
    
    
    Supplement to the Collateral Agreement, dated as of October 20, 2006, by and among Broadview Networks Holdings,
Inc., the Subsidiary Grantors named therein and The CIT Group/Business Credit, Inc., as administrative agent.(a)10.11
    
    
    Second Supplement to the Collateral Agreement, dated as of June 26, 2007, by and among Broadview Networks
Holdings, Inc., the Subsidiary Grantors named therein and The CIT Group/Business Credit, Inc., as administrative
agent.(a)10.12
    
    
    Guaranty Agreement, dated as of August 23, 2006, by and among the Subsidiary Grantors named therein and The CIT
Group/Business Credit, Inc., as administrative agent.(a)10.13
    
    
    Supplement to the Guaranty Agreement, dated as of October 20, 2006, by and among the Subsidiary Grantors named
therein and The CIT Group/Business Credit, Inc., as administrative agent.(a)10.14
    
    
    Second Supplement to the Guaranty Agreement, dated as of June 26, 2007, by and among the Subsidiary Grantors
named therein and The CIT Group/Business Credit, Inc., as administrative agent.(a)10.15
    
    
    Intercreditor Agreement, dated as of August 23, 2006, by and among The CIT Group/Business Credit, Inc., as
administrative agent, The Bank of New York, as trustee, collateral agent and second priority agent, Broadview
Networks Holdings, Inc. and the Subsidiary Grantors named therein.(a)10.16
    
    
    Joinder to the Intercreditor Agreement, dated as of October 20, 2006, by and among The CIT Group/Business Credit,
Inc., as administrative agent, The Bank of New York, as trustee, collateral agent and second priority agent,
Broadview Networks Holdings, Inc. and the Subsidiary Grantors named therein.(a)10.17
    
    
    Amendment No. 1 to the Intercreditor Agreement, dated as of May 10, 2007, by and among The CIT Group/Business
Credit, Inc., as administrative agent, The Bank of New York, as trustee, collateral agent and second priority
agent, Broadview Networks Holdings, Inc. and the Subsidiary Grantors named therein.(a)10.18
    
    
    Joinder No. 2 to the Intercreditor Agreement, dated as of June 26, 2007, by and among The CIT Group/Business
Credit, Inc., as administrative agent, The Bank of New York, as trustee, collateral agent and second priority
agent, Broadview Networks Holdings, Inc. and the Subsidiary Grantors named therein.(a)10.19
    
    
    Third Amended and Restated Shareholders Agreement, by and among Broadview Networks Holdings, Inc. and the
shareholders named therein, dated as of May 31, 2007.(b)10.20
    
    
    Indemnity Escrow Agreement, dated May 31, 2007, between Broadview Networks Holdings, Inc., the agent for the
former stockholders of Eureka Broadband Corporation and JP Morgan Chase Bank, N.A.(b)10.21
    
    
    Escrow Agreement, dated September 29, 2006, by and among ATX Communications, Inc., LUK CLEC LLC, Broadview
Networks Holdings, Inc. and JPMorgan Chase Bank, N.A.*10.22
    
    
    1997 Stock Option Plan.(c)*10.23
    
    
    2000 Stock Option Plan.(c)*12.1
    
    
    Ratio of Earnings to Fixed Charges.*21.1
    
    
    Subsidiaries of Broadview Networks Holdings, Inc.*31.1
    
    
    Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.**31.2
    
    
    Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.**32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**32.2
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**
 
 *
    
    Filed with the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, which was filed on March 25, 2009.**
    
    Filed herewith.(a)
    
    Incorporated by reference to Broadview Networks Holdings, Inc.s
Form S-4/A filed on October 16, 2007 (File No. 
333-142946).(b)
    
    Incorporated by reference to Broadview Networks Holdings, Inc.s
Form 8-K filed on November 19, 2007 (File No. 
333-142946).(c)
    
    Management contract or compensatory plan or arrangement.  8




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SIGNATURES
  BROADVIEW NETWORKS HOLDINGS, INC.By:
    /s/  Michael K. RobinsonName:
    Michael K. RobinsonTitle:
    Chief Executive Officer, President and Director  9




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**31.2
    
    
    Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**32.2
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
 
 **
    
    Filed herewith.  10