SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
STAR TELECOMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
854923 109
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(CUSIP Number)
Samer Tawfik John Goldman, Esq.
27-10 Littleneck Boulevard Herrick, Feinstein LLP
Bayside Gables, New York 11360 2 Park Avenue
(718) 279-4541 New York, New York 10016
(212) 592-1400
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
June 6, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 4 Pages
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*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 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).
<PAGE>
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CUSIP NO. 854923 109 13D Page 2 of 4 Pages
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________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SAMER TAWFIK
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
6,708,717 shares
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
6,708,717 shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,708,717 shares
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.44%
________________________________________________________________________________
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>
This statement constitutes Amendment No. 2 to the statement on Schedule 13D
filed with the Securities and Exchange Commission on June 10, 1999 (the
"ORIGINAL STATEMENT") as amended by Amendment No. 1 to the Original Statement
filed with the Securities and Exchange Commission on June 9, 2000 (the
"AMENDMENT"). All terms not defined herein shall have the meaning ascribed to
such terms in the Original Statement. This Amendment No. 2 reflects certain
material changes in the information set forth in the Original Statement and the
Amendment, as follows.
ITEM 1. SECURITY AND ISSUER
Common Stock, par value $.001 per share
STAR Telecommunications, Inc.
223 East DeLaGuerra Street
Suite 202
Santa Barbara, California 93101
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Reporting Person is the beneficial owner of 6,708,717 shares of
the Issuer's Common Stock. The shares of the Issuer's Common
Stock beneficially owned by the Reporting Person represent 11.44%
of the Issuer's Common Stock based on a total of 58,631,802
shares of the Issuer's Common Stock outstanding as of May 5, 2000
(as reported in the Issuer's Form 10-Q, filed May 18, 2000).
Reporting Person has sole voting and dispositive power with
respect to all such shares. Between May 26, 2000 and June 13,
2000, Reporting Person sold 1,993,000 shares of the Issuer's
Common Stock described in 5(c) below.
(c) On May 26, 2000, Reporting Person sold 113,000 shares of Issuer's
Common Stock at a price per share equal to $2.19305. On May 30,
2000, Reporting Person sold 35,000 shares of Issuer's Common
Stock at prices per share between $1.75 and $2.00. On June 2,
2000, Reporting Person sold 369,450 shares of Issuer's Common
Stock at prices per share between $2.34375 and $2.75. On June 5,
2000, Reporting Person sold 199,826 shares of Issuer's Common
Stock at prices per share between $2.1875 and $2.46875. On June
6, 2000, Reporting Person sold 55,925 shares of Issuer's Common
Stock at prices per share between $2.3125 and $2.50. On June 7,
2000, Reporting Person sold 585,099 shares of Issuer's Common
Stock at prices per share between $3.125 and $3.59375. On June 8,
2000, Reporting Person sold 234,630 shares of Issuer's Common
Stock at prices per share between $3.25 and $3.46875. On June 9,
2000, Reporting Person sold 64,600 shares of Issuer's Common
Stock at prices per share between $3.125 and $3.26565. On June
12, 2000, Reporting Person sold 191,746 shares of Issuer's Common
Stock at prices per shares between $2.71875 and $2.9375. On June
13, 2000, Reporting Person sold 143,724 shares of Issuer's Common
Stock at prices per share between $2.50 and $2.6875.
Each of the transactions described above were open-market
transactions and occurred on the NASDAQ National Market.
Page 3 of 4 Pages
<PAGE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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.
July 5, 2000 /s/ Samer Tawfik
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Date Samer Tawfik
Page 4 of 4 Pages
