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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997.
REGISTRATION NO. 333-21325
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STAR TELECOMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4813 77-0362681
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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223 EAST DE LA GUERRA STREET
SANTA BARBARA, CALIFORNIA 93101
(805) 899-1962
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHRISTOPHER E. EDGECOMB
CHIEF EXECUTIVE OFFICER
STAR TELECOMMUNICATIONS, INC.
223 EAST DE LA GUERRA STREET
SANTA BARBARA, CALIFORNIA 93101
(805) 899-1962
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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CARLA S. NEWELL NEIL WOLFF
CRAIG M. SCHMITZ ARMANDO CASTRO
ANTHONY J. MCCUSKER JASON B. WACHA
GUNDERSON DETTMER STOUGH VAHE H. SARRAFIAN
VILLENEUVE FRANKLIN & HACHIGIAN, LLP WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL
155 CONSTITUTION DRIVE CORPORATION
MENLO PARK, CALIFORNIA 94025 650 PAGE MILL ROAD
(415) 321-2400 PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, as amended, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]__________
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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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this amendment to registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Barbara, State of California, on this 29th day of May, 1997.
STAR TELECOMMUNICATIONS, INC.
By: /s/ MARY A. CASEY
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Mary A. Casey
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
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/s/ CHRISTOPHER E. EDGECOMB* Chief Executive Officer and Director May 29, 1997
- ---------------------------------------- (Principal Executive Officer)
Christopher E. Edgecomb
/s/ KELLY D. ENOS* Chief Financial Officer (Principal May 29, 1997
Financial and Accounting Officer)
- ----------------------------------------
Kelly D. Enos
/s/ MARY A. CASEY President and Director May 29, 1997
- ----------------------------------------
Mary A. Casey
/s/ GORDON HUTCHINS, JR.* Director May 29, 1997
- ----------------------------------------
Gordon Hutchins, Jr.
/s/ JOHN R. SNEDEGAR* Director May 29, 1997
- ----------------------------------------
John R. Snedegar
/s/ ROLAND A. VAN DER MEER* Director May 29, 1997
- ----------------------------------------
Roland A. Van der Meer
*By: /s/ MARY A. CASEY
- ----------------------------------------
Mary A. Casey
Attorney-in-Fact
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II-5
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. EXHIBIT PAGE NUMBER
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1.1+ Form of Underwriting Agreement (preliminary form).
3.1+ Certificate of Incorporation of the Registrant, as amended to date.
3.3+ Form of Restated Certificate of Incorporation of the Registrant to be
filed upon the closing of the offering made hereby.
3.4+ Bylaws of the Registrant.
3.5+ Form of Bylaws of the Registrant to be filed upon the closing of the
offering made hereby.
4.1+ Reference is made to Exhibits 3.1, 3.3, 3.4, and 3.5.
4.2+ Specimen Common Stock certificate.
4.3+ Registration Rights Agreement, dated September 24, 1996, between the
Registrant and the investors named therein.
4.4+ Registration Rights Agreement, dated July 12, 1996, between the
Registrant and the investor named therein.
4.5+ Investor Rights Agreement dated July 25, 1996, between the Registrant
and the investors named therein.
5.1+ Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP.
10.1+ Form of Indemnification Agreement.
10.2+ 1996 Amended and Restated Stock Incentive Plan.
10.3+ 1996 Outside Director Nonstatutory Stock Option Plan.
10.4+ 1997 Omnibus Stock Incentive Plan.
10.5+ Employment Agreement between the Registrant and Mary Casey dated July
14, 1995, as amended.
10.6+ Employment Agreement between the Registrant and Kelly Enos dated
December 2, 1996.
10.7+ Employment Agreement between the Registrant and David Vaun Crumly dated
January 1, 1996.
10.8+ Employment Agreement between the Registrant and James Kolsrud dated
December 18, 1996.
10.9+ Consulting Agreement between the Registrant and Gordon Hutchins, Jr.
dated May 1, 1996.
10.10+ Nonstatutory Stock Option Agreement between the Registrant and Gordon
Hutchins, Jr. dated May 15, 1996.
10.11+ Free Standing Commercial Building Lease between the Registrant and
Thomas M. Spear, as receiver for De La Guerra Court Investments, dated
for reference purposes as of March 1, 1996.
10.12+ Standard Office Lease--Gross between the Registrant and De La Guerra
Partners, L.P. dated for reference purposes as of July 9, 1996.
10.13+ Office Lease between the Registrant and WHUB Real Estate Limited
Partnership dated June 28, 1996, as amended.
10.14+ Standard Form of Office Lease between the Registrant and Hudson
Telegraph Associates dated February 28, 1996.
10.15+ Agreement for Lease between the Registrant and Telehouse International
Corporation of Europe Limited dated July 16, 1996.
10.16+ Sublease between the Registrant and Borton, Petrini & Conron dated
March 20, 1994, as amended.
10.17+ Office Lease between the Registrant and One Wilshire Arcade Imperial,
Ltd. dated June 28, 1996.
10.18+ Lease Agreement between the Registrant and Telecommunications Finance
Group dated April 6, 1995.
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. EXHIBIT PAGE NUMBER
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10.19+ Lease Agreement between the Registrant and Telecommunications Finance
Group dated January 3, 1996, as amended.
10.20+ Master Lease Agreement between the Registrant and NTFC Capital
Corporation dated December 20, 1996.
10.21+ Variable Rate Installment Note between the Registrant and Metrobank
dated October 4, 1996.
10.22+ Assignment of Purchase Order and Security Interest between the
Registrant and DSC Finance Corporation dated January 1, 1996.
10.23+ Line of Credit Promissory Note between the Registrant and Christopher
E. Edgecomb dated November 7, 1996, as amended.
10.24+ Office Lease Agreement between the Registrant and Beverly Hills Center
LLC effective as of April 1, 1997.
10.25+ Agreement between the Registrant and John Marsch dated March 1, 1997.
11.1+ Computation of Loss Per Share.
21.1+ Subsidiary of the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
23.2+ Consent of Counsel. Reference is made to Exhibit 5.1.
24.1+ Power of Attorney (see page II-5).
27.1+ Financial Data Schedule.
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- ------------------------------
+ Previously filed.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our firm included in or made a part of this
Registration Statement on Form S-1 registration No. 333-21325.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Los Angeles, California
May 28, 1997
