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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
/ / 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 : 0-27594
TRESCOM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0454571
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
of Incorporation or Organization)
200 East Broward Boulevard, 33301
Ft. Lauderdale, Florida
(Address of Principal Executive) (Zip Code)
Offices
Registrant's telephone number, including area code: (954) 763-4000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0419 par value per share
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 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. [ X ] Yes [ ] No
Indicate by 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 this
Form 10-K [ X ].
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 6, 1998 was approximately $59,869,691.
As of April 6, 1998, 12,161,844 shares of the registrant's common stock,
$0.0419 par value per share, were outstanding.
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
In 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings Per Share, which requires a retroactive restatement of earnings
per share data. Accordingly, pursuant to Regulation S-K Item 601(c)(2)(iii),
which requires all registrants to restate prior Financial Data Schedules if any
of the amounts reported therein have been restated to reflect a change in
accounting principles, the Company hereby restates its Financial Data Schedules
for the fiscal years ended December 31, 1995 and 1996.
(C) INDEX TO EXHIBITS
The following is a list of all Exhibits filed as part of this Report:
EXHIBIT NO. DESCRIPTION
*2.1 Agreement and Plan of Merger, dated as of February 3, 1998, by
and among Primus Telecommunications Group, Inc., Taurus
Acquisition Corporation and the Company (filed as Exhibit 2.1
to the Company's Current Report on Form 8-K, dated February 9,
1998).
*3.1(i) Third Amended and Restated Articles of Incorporation of the
Company (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8, File No. 333-1912, filed on March 4,
1996).
***3.1(ii) Second Amended and Restated By-laws of the Company.
4.1 See Exhibit numbers 3.1(i) and 3.1(ii) for provisions of the
Third Amended and Restated Articles of Incorporation and
Second Amended and Restated By-laws of the Company defining
the rights of the holders of Common Stock.
*4.2 Second Amended and Restated 1994 Stock Option Plan (filed as
Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996).+
*4.3 Amended and Restated Stockholders Agreement (filed as
Exhibit 4.3 to the Company's Registration Statement on Form
S-1, File No. 33-99738, filed on November 22, 1995 (the
"Company's Form S-1")).+
*4.4 Form of Stock Option Agreement for Management Employees who
are a party to an employment agreement and the Stockholders
Agreement (filed as Exhibit 4.4 to the Company's Form S-1).+
*4.5 Form of Stock Option Agreement for Management Employees who
are not a party to an employment agreement or the Stockholders
Agreement (filed as Exhibit 4.5 to the Company's Form S-1).+
*4.6 Form of Stock Option Agreement for Employees who will receive
non-contingent options only (filed as Exhibit 4.6 to the
Company's Form S-1).+
*4.7 Form of Stock Option Agreement for Management Employees who
are a party to an employment agreement but are not a party to
the Stockholders Agreement (filed as Exhibit 4.7 to the
Company's Form S-1).+
*4.8 1996 Form of Stock Option Agreement for Rudolph McGlashan
(filed as Exhibit 4.8 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 (the "1995
Form 10-K")).+
*4.9 1996 Basic Form of Stock Option Agreement for Management
Employees (filed as Exhibit 4.9 to the 1995 Form 10-K).+
*4.10 1996 Form of Stock Option Agreement for Wesley T. O'Brien
(filed as Exhibit 4.10 to the 1995 Form 10-K).+
*4.11 1996 Modified Form of Stock Option Agreement for Management
Employee (filed as Exhibit 4.11 to the 1995 Form 10-K).+
*4.12 Form of Common Stock Certificate of the Company (filed as
Exhibit 4.8 to the Company's Form S-1).
*4.13 1997 Form of Stock Option Agreement for Rudolph McGlashan
(filed as Exhibit 4.13 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "1996
Form 10-K")).+
*4.14 1997 Basic Form of Stock Option Agreement for Employees
(filed as Exhibit 4.14 to the 1996 Form 10-K). +
<PAGE>
EXHIBIT NO. DESCRIPTION
*4.15 1997 Form of Stock Option Agreement for Wesley T. O'Brien
(filed as Exhibit 4.15 to the 1996 Form 10-K). +
*10.1 Amended and Restated Employment Agreement between the Company
and Wesley T. O'Brien (filed as Exhibit 10.3 to the 1996 Form
10-K).+
***10.2 First Amendment to Amended and Restated Employment Agreement
between the Company and Wesley T. O'Brien.+
*10.3 Employment Agreement between the Company and Rudolph
McGlashan (filed as Exhibit 10.4 to the Company's Form S-1).+
*10.4 Amendment to Employment Agreement between the Company and
Rudolph McGlashan (filed as Exhibit 10.5 to the Company's Form
S-1).+
*10.5 Warrant Agreement between the Company and Warburg, Pincus
Investors, L.P. (filed as Exhibit 10.6 to the Company's Form
S-1).
*10.6 Stock Purchase and Sale Agreement, dated December 15, 1993 by
and among Teracom Communications, Inc. ("Purchaser") and
Douglas M. Lapin, Stanley P. Lapin and Eileen Lapin
("Sellers") (filed as Exhibit 10.13 to the Company's Form
S-1).
*10.7 Asset Purchase Agreement, dated June 30, 1994, between IDB
Communications Group, Inc. on behalf of its subsidiaries, IDB
WorldCom Services, Inc. and IDB WorldCom, Inc. ("Seller") and
Teracom U.S.A., Inc. ("Purchaser") (filed as Exhibit 10.14 to
the Company's Form S-1).
*10.8 Stock Purchase and Sale Agreement, dated July 8, 1994, by and
among Teracom U.S.A., Inc. ("Purchaser") and Peter Buffa,
Sam Herzberg, Lawrence Levy and Felix Fernandez ("Sellers")
(filed as Exhibit 10.15 to the Company's Form S-1).
*10.9 Asset Purchase Agreement, dated July 12, 1994, by and between
Virgin Islands Tele-Com, Inc. ("Seller") and Teracom U.S.A.,
Inc. ("Purchaser") (filed as Exhibit 10.16 to the Company's
Form S-1).
*10.10 Equipment Lease, dated February 1, 1993, by and between DSC
Finance Corporation ("Lessor") and Total Telecommunications,
Inc. ("Lessee") (filed as Exhibit 10.17 to the Company's Form
S-1).
*10.11 Equipment Lease, dated February 17, 1992, between Advanced
Telecommunications Corporation ("Lessor") and Total
Telecommunications, Inc. ("Lessee") (filed as Exhibit 10.18
to the Company's Form S-1).
*10.12 Agreement for Billing and Related Services, dated August 1994,
between TresCom U.S.A., Inc. and Electronic Data Systems
Corporation (filed as Exhibit 10.19 to the Company's Form
S-1).
*10.13 Lease Agreement, dated June 28, 1990, between Twenty One
Century Building and Puerto Rico Telecom Corporation (filed as
Exhibit 10.20 to the Company's Form S-1).
*10.14 Lease, dated February 1, 1992, between Telcom Building
Corporation and Total Telecommunications, Inc. (filed as
Exhibit 10.21 to the Company's Form S-1).
*10.15 Lease, dated December 20, 1993, between Hudson Telegraph
Associates and Caribbean Telecommunications, Inc. (filed as
Exhibit 10.22 to the Company's Form S-1).
*10.16 Form of Indemnification Agreement between the Company and its
directors and executive officers (filed as Exhibit 10.23 to
the Company's Form S-1).
*10.17 Amendment No. 1 to Restated Stockholders Agreement, dated
February 5, 1996 (filed as Exhibit 10.24 to the Company's Form
S-1).
*10.18 Employment Agreement between the Company and William A. Paquin
(filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996).+
***10.19 Separation Agreement between the Company and William A.
Paquin. +
*10.20 Revolving Credit and Security Agreement, among TresCom
International, Inc., TresCom U.S.A., Inc., Intex
Telecommunications, Inc., The St. Thomas and San Juan
Telephone Company, Inc., STSJ Overseas Telephone Company,
Inc., PNC Bank, National Association (as lender and as agent)
and the other lenders a party thereto (the "Loan Agreement")
(filed as Exhibit 10.22 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1997).
*10.21 Revolving Credit Note, dated July 31, 1997, payable to PNC
Bank, National Association and the other lenders a party to
the Loan Agreement (filed as Exhibit 10.23 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997).
***21.1 Subsidiaries of the Company.
***23.1 Consent of Ernst & Young LLP.
***27.1 Financial Data Schedule.
<PAGE>
EXHIBIT NO. DESCRIPTION
**27.2 Restated Financial Data Schedule for the fiscal years ended
December 31, 1995 and 1996.
- --------------------------
+ Management contract or compensatory plan or arrangement.
* Incorporated herein.
** Filed herewith.
*** Previously filed on Form 10-K for the fiscal year ended December 31, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Ft.
Lauderdale, State of Florida, on the 8th day of April, 1998.
TRESCOM INTERNATIONAL, INC.
By: /S/ WESLEY T. O'BRIEN
_________________________________________
Name: Wesley T. O'Brien
Title: President and Chief Executive Officer
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
---------- ----------- -------------
<S> <C> <C>
*2.1 Agreement and Plan of Merger, dated as of February 3, 1998,
by and among Primus Telecommunications Group, Inc., Taurus
Acquisition Corporation and the Company (filed as Exhibit
2.1 to the Company's Current Report on Form 8-K, dated
February 9, 1998)
*3.1(i) Third Amended and Restated Articles of Incorporation of the
Company (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8, File No. 333-1912, filed on March 4,
1996).
***3.1(ii) Second Amended and Restated By-laws of the Company.
4.1 See Exhibit numbers 3.1(i) and 3.1(ii) for provisions of the
Third Amended and Restated Articles of Incorporation and
Second Amended and Restated By-laws of the Company defining
the rights of the holders of Common Stock.
*4.2 Second Amended and Restated 1994 Stock Option Plan (filed as
Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996).+
*4.3 Amended and Restated Stockholders Agreement (filed as
Exhibit 4.3 to the Company's Registration Statement on
Form S-1, File No. 33-99738, filed on November 22, 1995
(the "Company's Form S-1")).+
*4.4 Form of Stock Option Agreement for Management Employees who
are a party to an employment agreement and the Stockholders
Agreement (filed as Exhibit 4.4 to the Company's Form S-1).+
*4.5 Form of Stock Option Agreement for Management Employees who
are not a party to an employment agreement or the
Stockholders Agreement (filed as Exhibit 4.5 to the
Company's Form S-1).+
*4.6 Form of Stock Option Agreement for Employees who will
receive non-contingent options only (filed as Exhibit 4.6 to
the Company's Form S-1).+
*4.7 Form of Stock Option Agreement for Management Employees who
are a party to an employment agreement but are not a party
to the Stockholders Agreement (filed as Exhibit 4.7 to the
Company's Form S-1).+
*4.8 1996 Form of Stock Option Agreement for Rudolph McGlashan
(filed as Exhibit 4.8 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 (the "1995
Form 10-K")).+
*4.9 1996 Basic Form of Stock Option Agreement for Management
Employees (filed as Exhibit 4.9 to the 1995 Form 10-K).+
*4.10 1996 Form of Stock Option Agreement for Wesley T. O'Brien
(filed as Exhibit 4.10 to the 1995 Form 10-K).+
*4.11 1996 Modified Form of Stock Option Agreement for Management
Employee (filed as Exhibit 4.11 to the 1995 Form 10-K).+
*4.12 Form of Common Stock Certificate of the Company (filed as
Exhibit 4.8 to the Company's Form S-1).
*4.13 1997 Form of Stock Option Agreement for Rudolph McGlashan
(filed as Exhibit 4.13 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (the "
1996 Form 10-K")). +
*4.14 1997 Basic Form of Stock Option Agreement for Employees
(filed as Exhibit 4.14 to the 1996 Form 10-K). +
*4.15 1997 Form of Stock Option Agreement for Wesley T. O'Brien
(filed as Exhibit 4.15 to the 1996 Form 10-K). +
*10.1 Amended and Restated Employment Agreement between the
Company and Wesley T. O'Brien (filed as Exhibit 10.3 to the
1996 Form 10-K).+
***10.2 First Amendment to Amended and Restated Employment Agreement
between the Company and Wesley T. O'Brien.+
*10.3 Employment Agreement between the Company and Rudolph
McGlashan (filed as Exhibit 10.4 to the Company's Form
S-1).+
*10.4 Amendment to Employment Agreement between the Company and
Rudolph McGlashan (filed as Exhibit 10.5 to the Company's
Form S-1).+
*10.5 Warrant Agreement between the Company and Warburg, Pincus
Investors, L.P. (filed as Exhibit 10. 6 to the Company's
Form S-1).
*10.6 Stock Purchase and Sale Agreement, dated December 15, 1993,
by and among Teracom Communications, Inc. ("Purchaser") and
Douglas M. Lapin, Stanley P. Lapin and Eileen Lapin
("Sellers") (filed as Exhibit 10.13 to the Company's Form
S-1).
*10.7 Asset Purchase Agreement, dated June 30, 1994, between IDB
Communications Group, Inc. on behalf of its subsidiaries,
IDB WorldCom Services, Inc. and IDB WorldCom, Inc.
("Seller") and Teracom U.S.A., Inc. ("Purchaser") (filed as
Exhibit 10.14 to the Company's Form S-1).
*10.8 Stock Purchase and Sale Agreement, dated July 8, 1994, by
and among Teracom U.S.A., Inc. ("Purchaser") and Peter
Buffa, Sam Herzberg, Lawrence Levy and Felix Fernandez
("Sellers") (filed as Exhibit 10.15 to the Company's Form
S-1).
*10.9 Asset Purchase Agreement, dated July 12, 1994, by and
between Virgin Islands Tele-Com, Inc. ("Seller") and Teracom
U.S.A., Inc. ("Purchaser") (filed as Exhibit 10.16 to the
Company's Form S-1).
*10.10 Equipment Lease, dated February 1, 1993, by and between DSC
Finance Corporation ("Lessor") and Total Telecommunications,
Inc. ("Lessee") (filed as Exhibit 10.17 to the Company's
Form S-1).
*10.11 Equipment Lease, dated February 17, 1992, between
Advanced Telecommunications Corporation ("Lessor" ) and
Total Telecommunications, Inc. ("Lessee") (filed as
Exhibit 10.18 to the Company's Form S-1).
*10.12 Agreement for Billing and Related Services, dated August
1994, between TresCom U.S.A., Inc. and Electronic Data
Systems Corporation (filed as Exhibit 10.19 to the Company's
Form S-1).
*10.13 Lease Agreement, dated June 28, 1990, between Twenty One
Century Building and Puerto Rico Telecom Corporation (filed
as Exhibit 10.20 to the Company's Form S-1).
*10.14 Lease, dated February 1, 1992, between Telcom Building
Corporation and Total Telecommunications, Inc. (filed as
Exhibit 10.21 to the Company's Form S-1).
*10.15 Lease, dated December 20, 1993, between Hudson Telegraph
Associates and Caribbean Telecommunications, Inc. (filed as
Exhibit 10.22 to the Company's Form S-1).
*10.16 Form of Indemnification Agreement between the Company and
its directors and executive officers (filed as Exhibit 10.23
to the Company's Form S-1).
*10.17 Amendment No. 1 to Restated Stockholders Agreement, dated
February 5, 1996 (filed as Exhibit 10.24 to the Company's
Form S-1).
*10.18 Employment Agreement between the Company and William A.
Paquin (filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31,
1996).+
***10.19 Separation Agreement between the Company and William A.
Paquin. +
*10.20 Revolving Credit and Security Agreement, among TresCom
International, Inc., TresCom U.S.A., Inc., Intex
Telecommunications, Inc., The St. Thomas and San Juan
Telephone Company, Inc., STSJ Overseas Telephone Company,
Inc., PNC Bank, National Association (as lender and as
agent) and the other lenders a party thereto (the "Loan
Agreement") (filed as Exhibit 10.22 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997).
*10.21 Revolving Credit Note, dated July 31, 1997, payable to PNC
Bank, National
<PAGE>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
---------- ----------- -------------
Association and the other lenders a party to the Loan
Agreement (filed as Exhibit 10.23 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997).
***21.1 Subsidiaries of the Company.
***23.1 Consent of Ernst & Young LLP.
***27.1 Financial Data Schedule.
**27.2 Restated Financial Data Schedule for the fiscal years ended
December 31, 1995 and 1996.
- -----------------
</TABLE>
+ Management contract or compensatory plan or arrangement.
* Incorporated herein.
** Filed herewith.
*** Previously filed on Form 10-K for the fiscal year ended December 31, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Restated Financial Data Schedule for the fiscal years ended December 31, 1995
and 1996.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-END> DEC-31-1995 DEC-31-1996
<CASH> 2,052 6,020
<SECURITIES> 0 0
<RECEIVABLES> 21,194 36,651
<ALLOWANCES> 4,140 7,588
<INVENTORY> 0 0
<CURRENT-ASSETS> 20,408 38,524
<PP&E> 17,495 30,291
<DEPRECIATION> 2,716 5,755
<TOTAL-ASSETS> 72,630 101,610
<CURRENT-LIABILITIES> 50,420 30,323
<BONDS> 0 0
0 0
50,177 0
<COMMON> 100 493
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 72,630 101,610
<SALES> 102,641 139,621
<TOTAL-REVENUES> 102,641 139,621
<CGS> 74,679 106,928
<TOTAL-COSTS> 32,437 30,808
<OTHER-EXPENSES> 3,961 4,928
<LOSS-PROVISION> (8,436) (3,043)
<INTEREST-EXPENSE> 3,191 578
<INCOME-PRETAX> (11,627) (3,621)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (11,627) (3,621)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 1,956
<CHANGES> 0 0
<NET-INCOME> (11,627) (5,577)
<EPS-PRIMARY> (5.29) (0.59)
<EPS-DILUTED> (5.29) (0.59)
</TABLE>
