================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
STAR TELECOMMUNICATIONS, INC.
-----------------------------
(Name of Issuer)
COMMON STOCK
------------------------------
(Title of Class of Securities)
854923 109
--------------
(CUSIP Number)
Samer Tawfik John Goldman, Esq.
c/o PT-1 Communications, Inc. Herrick, Feinstein LLP
30-50 Whitestone Expressway 2 Park Avenue
New York, New York 11354 New York, New York 10016
(212) 399-9193 (Business) (212) 592-1400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 3, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
Check the following box if a fee is being paid with the statement. [_] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
================================================================================
Page 1 of 5 Pages
<PAGE>
CUSIP No. 854923 109 13D PAGE 2 OF 5 PAGES
-------------- --- ---
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAMER TAWFIK ("ST") ###-##-####
- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d)or 2(e)
- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
9,438,711 shares of common stock, par value $.001
SHARES per share, of the issues ("Issuer Common Stock")
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,438,711 shares of Issuer Common Stock
------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,438,711 shares of Issuer Common Stock
- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.44% based on 57,428,387 shares outstanding
- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
PART II TO SCHEDULE 13D
ITEM I. SECURITY AND ISSUER
Common Stock, par value $.001 per share
Star Telecommunications, Inc.
223 East DeLaGuerra Street
Suite 202
Santa Barbara, California 93101
(the "Issuer")
ITEM II. IDENTITY AND BACKGROUND
(a) Name: Samer Tawfik
(b) Residence: 2710 Little Neck Boulevard
Bayside, New York 11360
(c) Principal Occupation: Officer and Director of the Issuer.
Principal Address of Business
223 East DeLaGuerra Street
Suite 202
Santa Barbara, California 93101
(d) Information required by Item 2(d): N/A
(e) Information required by Item 2(e): N/A
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ST acquired 300,000 shares of Issuer Common Stock through a
series of open-market purchases using private funds.
The consideration tendered for the 9,138,711 shares of Issuer
Common Stock acquired by ST (the "Acquired Shares") was shares
of common stock of PT-1 Communications, Inc., a New York
corporation ("APT-1"), owned by ST.
ITEM 4. PURPOSE OF TRANSACTION
ST acquired the Acquired Shares in exchange for shares of PT-1
owned by him upon consummation of a merger transaction (the date
of such consummation, the "Closing Date"), pursuant to the terms
of an Agreement and Plan of Merger by and among the Issuer,
Sierra Acquisition Co., Inc., PT-1 and the shareholders of PT-1,
dated June 9, 1998, as amended (the "Merger Agreement").
(a) - (j) The undersigned has no plans or proposals which would
result in any of the actions enumerated in Item 4(a) through (j)
of Schedule 13D.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ST is the sole owner of 9,438,711 shares of Issuer Common Stock
acquired by him pursuant to a series of open-market purchases
and the terms of the Merger Agreement, which shares represent
16.44% of the total outstanding shares of Issuer Common Stock as
of May 11, 1999, as reported in the Issuer's latest Quarterly
Report on Form 10-Q, for the period ending March 31, 1999, filed
May 14, 1999.
ST has sole power to vote the Acquired Shares. Disposition of
the Acquired Shares may be subject to the terms of a
Registration Rights and Restricted Shares Agreement (the
"Registration/Restriction Agreement") between the Issuer and,
inter alia, ST. Under the terms of the Registration/Restriction
Agreement, ST may not dispose of the Acquired Shares for a
period of two years following the Closing Date. Thereafter, ST
shall have sole dispositive power in connection with the
Acquired Shares, subject to applicable federal and state
securities laws, including laws governing registration and the
public sale of equity securities (collectively, "Securities
Laws")
(b) The undersigned has the sole power to vote or to
direct the vote and, subject top the
Registration/Restriction Agreement, the sole
power to dispose or to direct the disposition of
the Acquired Shares.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As described in Item 5 above, the Acquired Shares may be subject to the
Registration/Restriction Agreement. ST may not dispose of any or all of the
Acquired Shares until the second anniversary of the closing of the merger
transaction described in the Merger Agreement; except, that after the first
anniversary of the Closing Date, ST may transfer up to 10% of the Acquired
Shares, subject to Securities Laws.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 2, 1999 /s/ SAMER TAWFIK
- ------------------ -----------------------------
Date Samer Tawfik
