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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 8, 1998
TRESCOM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 0-27594 65-0454571
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 East Broward Boulevard, 33301
Fort Lauderdale, Florida (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (954) 763-4000
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ITEM 5. OTHER EVENTS.
As of April 8, 1998, Primus Telecommunications Group,
Incorporated ("Primus"), Taurus Acquisition Corporation, a Florida corporation
and a wholly-owned subsidiary of Primus ("TAC"), and TresCom International,
Inc., a Florida corporation ("TresCom"), entered into Amendment No. 1 to
Agreement and Plan of Merger (the "Amendment") which amended the Agreement and
Plan of Merger, dated as of February 3, 1998, by and among Primus, TAC and
TresCom (the "Merger Agreement").
The Amendment conforms the definition of Requisite Stockholder
Approval to correspond with other provisions of the Merger Agreement. The
Amendment is filed as Exhibit 2.1 hereto and is incorporated herein by
reference. The foregoing description of the Amendment is qualified in its
entirety by reference to such Exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Amendment No. 1 to Agreement and Plan of Merger by and
among Primus Telecommunications Group, Incorporated,
Taurus Acquisition Corporation and TresCom
International, Inc., dated as of April 8, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
TRESCOM INTERNATIONAL, INC.
Date: April 9, 1998 By: /s/ Wesley T. O'Brien
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Wesley T. O'Brien
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Amendment No. 1 to Agreement and Plan of Merger by and
among Primus Telecommunications Group, Incorporated,
Taurus Acquisition Corporation and TresCom
International, Inc., dated as of April 8, 1998.
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment
No. 1") is made and entered into as of April 8, 1998, by and among Primus
Telecommunications Group, Inc., a Delaware corporation (the "Purchaser"), Taurus
Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of
the Purchaser (the "Purchaser Subsidiary"), and TresCom International, Inc., a
Florida corporation (the "Target"). The Purchaser, the Purchaser Subsidiary and
the Target are referred to collectively herein as the "Parties."
W I T N E S S E T H:
WHEREAS, the Purchaser, the Purchaser Subsidiary and the Target
previously entered into an Agreement and Plan of Merger dated as of February 3,
1998 (the "Agreement"); and
WHEREAS, it is now the intention of the Parties to amend the Agreement
as set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. The definition of "Requisite Stockholder Approval" contained in
Section 1 of the Agreement is hereby amended and restated in its entirety as
follows:
"`REQUISITE STOCKHOLDER APPROVAL' means, with respect to the
Target, the affirmative vote of the holders of a majority of
the outstanding Target Shares in favor of this Agreement and
the Merger in accordance with the Florida Business Corporation
Law, or, with respect to the Purchaser, the affirmative vote
of the holders of a majority of the outstanding Purchaser
Shares in favor of this Agreement and the Merger in accordance
with the Delaware General Corporation Law to the extent
necessary to satisfy the requirements of Nasdaq."
2. All capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Agreement.
3. In the case of any inconsistency or conflict between the provisions
of this Amendment No. 1 and the provisions of the Agreement, the provisions of
this Amendment No.1 shall govern.
4. Except as expressly provided for in this Amendment No. 1, all terms,
conditions and obligations contained in the Agreement are hereby confirmed and
shall remain unchanged and in full force and effect.
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5. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO SUCH STATE'S
CONFLICT OF LAWS RULES.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No.
1 as of the date first above written.
PRIMUS TELECOMMUNICATIONS
GROUP, INC.
By: /s/ John F. DePodesta
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Name: John F. DePodesta
Title: Executive Vice President
TAURUS ACQUISITION CORPORATION
By: /s/ John F. DePodesta
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Name: John F. DePodesta
Title: Executive Vice President
TRESCOM INTERNATIONAL, INC.
By: /s/ Wesley T. O'Brien
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Name: Wesley T. O'Brien
Title: President and Chief Executive
Officer
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