<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) March 24, 1999
-------------------------------
STAR Telecommunications, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-22581 77-0362681
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
223 E. De La Guerra, Santa Barbara, California 93101
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 899-1962
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Pursuant to the terms of that certain Agreement and Plan of
Merger dated as of November 19, 1997, as amended on January 30, 1998, April
6, 1998 and October 13, 1998 (the "Merger Agreement"), by and among STAR
Telecommunications, Inc., a Delaware corporation ("STAR" or the "Company"),
IIWII Corp., a Delaware corporation and wholly-owned subsidiary of the
Company ("Acquisition") and United Digital Network, Inc., a Delaware
corporation ("UDN"), effective March 24, 1999 (the "Effective Date"), STAR
acquired all of the outstanding shares of the capital stock of UDN (the "UDN
Shares") in exchange for shares of the Company's Common Stock, $0.001 par
value per share (the "STAR Common Stock"). On the Effective Date, a
Certificate of Merger was filed with the Secretary of State of the State of
Delaware, pursuant to which Acquisition was merged with and into UDN (the
"Merger"), in accordance with the terms of the Merger Agreement and with the
Delaware General Corporation Law, and UDN became a wholly-owned subsidiary of
STAR.
On the closing of the Merger, the shareholders of UDN
received an aggregate of approximately 1.01 million shares of STAR Common
Stock, resulting in an effective exchange ratio of 0.146428 shares of STAR
Common Stock for each UDN Share. On the Effective Date, STAR assumed all
outstanding options and warrants to acquire UDN Common Stock.
On March 25, 1999, the first full trading date following the
Effective Date, the closing sales price of the STAR Common Stock on the
NASDAQ Stock Market was $10.50. As such, the aggregate purchase price paid by
STAR for UDN was approximately $10.6 million. On the Effective Date, UDN
owed STAR $4.5 million, plus interest pursuant to a series of loans made by
STAR to UDN prior to such time. The purchase price was arrived at through
arms-length negotiations between the Company and UDN. Prior to the closing,
John R. Snedegar, an officer and director of UDN, was an affiliate of the
Company.
2.
<PAGE>
(b) Prior to the Closing, UDN was in the business of providing
international long distance services to retail customers and
telecommunications carriers. Pursuant to the Merger, UDN became a direct
wholly-owned subsidiary of the Company. It is the present intention of the
Company that UDN will continue to engage in such business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of UDN called for by Rule 3.05 of
Regulation S-X under the Securities Exchange Act of 1934, as amended, have
been previously filed by the Company with the Securities and Exchange
Commission (the "Commission") and can be found in the Company's Registration
Statement on Form S-4 dated February 11, 1999 (the "Registration Statement").
Such financial statements, which can be found at pages F-57 through F-87 of
the Registration Statement, are hereby incorporated by reference into this
Current Report on Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required pursuant to Article 11
of Regulation S-X have been previously filed by the Company with the
Commission. Such pro forma financial information can be found at pages 68
through 79 of the Registration Statement and are hereby incorporated by
reference into this Current Report on Form 8-K.
(c) EXHIBITS.
10.47 Agreement and Plan of Merger dated as of November 19,
1997 by and among the Company, Acquisition and UDN, as
amended on January 30, 1998, April 6, 1998 and October
13, 1998 (1)
- ------------------------------
(1) Previously filed as Annex A to the Registration Statement and
incorporated herein by reference.
3.
<PAGE>
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 thereunto duly authorized.
Date: April 6, 1999
STAR TELECOMMUNICATIONS, INC.
By: /s/ Kelly D. Enos
---------------------------------------------
Kelly D. Enos
Chief Financial Officer
4.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------- ----------- ------
<S> <C> <C>
10.47 Agreement and Plan of Merger dated as of November 19, 1997
by and among the Company, Acquisition and UDN, as amended
on January 30, 1998, April 6, 1998 and October 13, 1998 (1)
</TABLE>
- ------------------------------
(1) Previously filed as Annex A to the Registration Statement and
incorporated herein by reference.
<PAGE>
