<PAGE>
As filed with the Securities and Exchange Commission on October 12, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Primus Telecommunications Group, Incorporated
(Exact name of registrant as specified in its charter)
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Delaware 4813 54-1708481
(State of (Primary (I.R.S. Employer
Incorporation) Standard Identification Number)
Industrial
Classification
Code Number)
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1700 Old Meadow Road, Suite 300
McLean, Virginia 22102
(703) 902-2800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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K. Paul Singh
Chairman, President and Chief Executive Officer
1700 Old Meadow Road, Suite 300
McLean, Virginia 22102
(703) 902-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With Copies to:
James D. Epstein, Esquire Edward P. Tolley III, Esquire
Pepper Hamilton LLP Simpson Thacher & Bartlett
3000 Two Logan Square 425 Lexington Avenue
18th and Arch Streets New York, New York 10017
Philadelphia, Pennsylvania 19103 (212) 455-2000
(215) 981-4000
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Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-86839
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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Calcultion of Registration Fee
<TABLE>
<CAPTION>
Proposed
Maximum
Title of Each Class of aggregate Amount of
Securities to be Registered Offering Price Registration Fee
<S> <C> <C>
Common stock, par value $.01 per share................. $34,500,000(1) $9,591
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(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of calculating the registration fee.
</TABLE>
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 by
Primus Telecommunications Group, Incorporated. This registration statement
relates to the public offering of Primus' common stock contemplated by the
Registration Statement (No. 333-86839) on Form S-3, amended by Amendment No. 1
thereto filed on September 17, 1999 and Amendment No. 2 thereto filed on
October 7, 1999, and as declared effective on October 8, 1999 (the "Prior
Registration Statement"). This registration statement is being filed for the
sole purpose of increasing the maximum aggregate offering price of shares
being sold in the offering by $34,500,000, to $207,000,000 from $172,500,000.
The contents of the Prior Registration Statement are hereby incorporated by
reference.
Item 16. Exhibits
5.1 Opinion of Pepper Hamilton LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1)
23.4 Consent of KPMG LLP
24.1 Powers of Attorney (Incorporated by reference to Registration Statement
No. 333-86839 on Form S-3)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing pursuant to Rule 462(b) and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in McLean, Virginia on October 12, 1999.
Primus Telecommunications Group,
Incorporated
/s/ K. Paul Singh
By: _________________________________
K. Paul Singh
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement pursuant to Rule 462(b) has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ K. Paul Singh Chairman, President and October 12, 1999
______________________________________ Chief Executive Officer
K. Paul Singh (principal executive
officer) and Director
/s/ Neil L. Hazard Executive Vice President October 12, 1999
______________________________________ and Chief Financial
Neil L. Hazard Officer (principal
financial officer and
principal accounting
officer)
* Executive Vice President October 12, 1999
______________________________________ and Director
John F. DePodesta
* Director October 12, 1999
______________________________________
Herman Fialkov
* Director October 12, 1999
______________________________________
David E. Hershberg
* Director October 12, 1999
______________________________________
John Puente
* Director October 12, 1999
______________________________________
Douglas M. Karp
</TABLE>
/s/ Neil L. Hazard
* By: ___________________________
Neil L. Hazard
Attorney-in-fact
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
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5.1 Opinion of Pepper Hamilton LLP regarding the validity of the
securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
23.4 Consent of KPMG LLP.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF PEPPER HAMILTON LLP]
October 12, 1999
Primus Telecommunications Group, Inc.
1700 Old Meadow Road
Suite 300
McLean, Virginia 22102
Re: Registration Statement on Form S-3
(Registration No. 333-86839)
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Ladies and Gentlemen:
We have acted as special counsel to Primus Telecommunications Group,
Incorporated, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of a
public offering (the "Offering") of shares (the "Primary Shares") of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), having an
aggregate value of up to $180,000,000, and additional shares of Common Stock
(the "Additional Shares" and, together with the Primary Shares, the "Shares"),
having an aggregate value of up to $27,000,000 subject to an over-allotment
option.
The opinion is delivered in accordance in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration Statement on Form S-3
(No. 333-86839) originally filed under the Act with the Securities and Exchange
Commission (the "Commission") on September 10, 1999, as amended by Amendment
No. 1 thereto filed on September 17, 1999 and Amendment No. 2 thereto filed on
October 7, 1999, and as further amended by a Registration Statement filed on
October 12, 1999 pursuant to Rule 462(b) under the Securities Act (as so amended
the "Registration Statement"); (ii) the form of underwriting agreement, filed as
Exhibit 1.1 to Amendment No. 2 to the Registration Statement (the "Underwriting
Agreement"), to be entered into by and among the Company, Primus
Telecommunications, Inc., Primus Telecommunications (Australia) Pty. Ltd.,
Primus Telecommunications Pty. Ltd. and Lehman Brothers, Inc., Morgan Stanley &
Co. Incorporated, CIBC World Markets Corp., Legg Mason Wood Walker,
Incorporated, Jeffries & Company, Inc. and Kaufman Bros., L.P., as
representatives of the several underwriters (the "Representatives"); (iii) the
Company's Amended and Restated Certificate of Incorporation and Amended and
Restated By-Laws, as in effect on the date hereof; (iv) certain resolutions of
the Board of Directors of the Company relating to, among other things, the
issuance of the Shares; (v) a specimen certificate representing the shares of
Common Stock; and (vi) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
<PAGE>
Primus Telecommunications Group, Incorporated
October 12, 1999
Page 2
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company and others. In addition, we have assumed the conformity of the
certificates representing the Shares to the form of the specimen thereof
examined by us and the due execution and delivery of such certificates.
We express no opinion as to the laws of any other jurisdiction other
than the Federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
1. When (i) the Board of Directors of the Company authorizes the
price per Primary Share, (ii) the duly appointed officers of the Company execute
and deliver the Underwriting Agreement and (iii) the Primary Shares are issued
and delivered against payment therefor in accordance with the terms and
conditions of the Underwriting Agreement, the Primary Shares will be duly
authorized, validly issued, fully paid and nonassessable.
2. When (i) the Board of Directors of the Company authorizes the
price per Additional Share, (ii) the duly appointed officers of the Company
execute and deliver the Underwriting Agreement and (iii) the Additional Shares
are issued and delivered against payment therefor in accordance with the terms
and conditions of the Underwriting Agreement, the Additional Shares will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the prospectus filed as part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations promulgated thereunder.
This opinion is furnished by us, as your special counsel, in
connection with the filing of the Registration Statement and, except as provided
in the immediately preceding paragraph, is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our express written
permission or relied upon by any other person.
Very truly yours,
PEPPER HAMILTON LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Primus
Telecommunications Group, Incorporated on Form S-3 of our report dated February
10, 1999, except for paragraph one of Note 16 as to which the date is March 31,
1999, appearing in the Prospectus, which is incorporated by reference in such
Registration Statement, and to the reference to us under the headings "Selected
Financial Data" and "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
McLean, Virginia
October 12, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. ) of Primus Telecommunications Group, Incorporated of the
reference to our firm under the caption "Experts" and to our reports dated
February 27, 1998, with respect to the consolidated financial statements and
schedule of TresCom International, Inc. included in Pre-effective Amendment
No. 2 to the Registration Statement (Form S-3 No. 333-86839) and related
Prospectus of Primus Telecommunications Group, Incorporated.
Ernst & Young LLP
Atlanta, Georgia
October 12, 1999
<PAGE>
EXHIBIT 23.4
ACCOUNTANTS' CONSENT
The Board of Directors
Telegroup, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of our report on the combined financial statements of Telegroup, Inc.
and certain subsidiaries and to the reference to our firm under the heading
"Experts" in Registration Statement No. 333-86839.
Our report dated July 9, 1999, contains an explanatory paragraph that states
that Telegroup, Inc. has filed for protection under Chapter 11 of the United
States Bankruptcy Code due to significant financial and liquidity problems.
These circumstances raise substantial doubt about its ability to continue as a
going concern. The combined financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
KPMG LLP
Lincoln, Nebraska
October 12, 1999
