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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20949
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 11, 2000
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-29092 54-1708481
State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1700 OLD MEADOW ROAD, SUITE 300, MCLEAN, VIRGINIA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 902-2800
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5.
On February 11, 2000, we announced that we anticipate offering
$250,000,000 in aggregate principal amount of convertible subordinated
debentures due 2007 in a private placement. The debentures will be convertible
into common stock of the Company.
ITEMS 6. NOT APPLICABLE.
ITEMS 7. c) Exhibits
Exhibit 99.1 Press Release dated February 11, 2000 issued by the
Company.
ITEMS 8. NOT APPLICABLE.
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.
PRIMUS TELECOMMUNICATIONS
GROUP, INCORPORATED
By: /s/ David P. Slotkin
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Deputy General Counsel
and Secretary
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Exhibit 99.1
PRIMUS Plans $250 Million Private Placement of Convertible Debt
McLEAN, Va., Feb. 11 -- PRIMUS Telecommunications Group,
Incorporated (Nasdaq:PRTL) announced today that it anticipates offering
$250,000,000 in aggregate principal amount of covertible subordinated debentures
due 2007 in a private placement transaction. The debentures will be convertible
into PRIMUS common stock. The net proceeds from the offering, after payment of
selling commissions and discounts, and other expenses of the offering, are
expected to be used to fund capital expenditures to expand and develop the
Company's global ATM+IP broadband network and for other permitted corporate
purposes, including potential future acquisitions.
The convertible subordinated debentures anticipated to be offered and sold will
not be registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent such registration or an applicable exemption
from such registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the convertible debentures in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under applicable securities laws, or
absent the availability of an exemption from such registration or qualification
requirements.
