SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20949
_________
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): March 10, 2000
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-29092 54-1708481
(State or Other Jurisdiction (Commission (IRS Employer
Jurisdiction 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
<PAGE>
Item 5.
On March 13, 2000, we announced that the initial purchasers have
exercised their $50 million over-allotment option granted pursuant to a
purchase agreement dated February 17, 2000 with respect to our 5.75%
convertible subordinated debentures due February 15, 2007. The closing of
the over-allotment increases the aggregate principal amount of convertible
subordinated debentures to $300 million. The debentures are convertible into
our common stock at a price of $49.7913 per share.
Item 7. c) Exhibits
Exhibit 99.1 Press Release dated March 13, 2000 issued by the
Company.
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
Date: March 16, 2000 By: /s/ Neil Hazard
------------------------------
Name: Neil Hazard
Title: Executive Vice President,
Chief Financial Officer and
Chief Accounting Officer
-2-
Exhibit 99.1
PRIMUS ANNOUNCES EXERCISE OF $50 MILLION OVER-ALLOTMENT OF CONVERTIBLE
DEBENTURES TO MEET INVESTOR DEMAND
McLean, Virginia, March 13, 2000 -- PRIMUS Telecommunications Group,
Incorporated (Nasdaq: PRTL - news), a global facilities-based Total Services
Provider offering Internet, data and voice services on a bundled basis,
announced today that due to investor demand the initial purchasers have
exercised their $50 million over-allotment option granted pursuant to a
purchase agreement dated February 17, 2000 with respect to PRIMUS's 5.75%
convertible subordinated debentures due February 15, 2007. The closing of
the over-allotment increases the aggregate principal amount of convertible
subordinated debentures to $300 million.
The debentures are convertible into PRIMUS common stock at a price of
$49.7913 per share. The purpose of the offering is to fund capital
expenditures to expand and enhance the Company's communications network and
for other permitted corporate purposes, including possible acquisitions.
The convertible debentures were not 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 the convertible debentures, 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.
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