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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________________ to _________________
Commission file number 0-23139
RSL COMMUNICATIONS, LTD.
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(Exact Name of Registrant as Specified in Its Charter)
BERMUDA N/A
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(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
Clarendon House
Church Street
Hamilton HM CX
Bermuda N/A
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(Address of Principal Executive (Zip Code)
Offices)
(441) 295-2832
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(Issuer's Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant Section 12(g) of the Exchange Act:
Class A Common Shares, par value $.00457 per share
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(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. / /
As of March 26, 1998, 11,040,347 Class A Common Shares of the
registrant were outstanding and 30,760,722 Class B Common Shares of the
registrant were outstanding and the aggregate market value of the voting
stock (computed based on the average of the last bid and asked price on
such date) held by non-affiliates was approximately $190,524,767.
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-K in Which
Document Document is Incorporated
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Registrant's 1998 Proxy Statement PART III
to be filed with the Commission
no later than April 30, 1998
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The registrant hereby amends Item 10, Directors and Executive
Officers of the Registrant of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 to read as set forth below:
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10, with respect to the Company's
directors, is incorporated herein by reference from the section entitled
"Election of Directors" in the Company's 1998 Proxy Statement filed with the
Commission on April 27, 1998, except that set forth below is certain
information with respect to Andrew Gaspar, a current director of the Company.
Mr. Gaspar is not standing for re-election to the Company's Board of
Directors.
Andrew Gaspar, 50, has served as a director and Vice Chairman of the
Board of the Company since its inception in 1994. Mr. Gaspar has been the
managing member of Lauder Gaspar Ventures LLC ("LGV") since its inception in
September 1996 and has been President of the corporate general partner of R.S.
Lauder, Gaspar & Co., L.P. ("RSLAG") since 1991. Both RSLAG and LGV are
venture capital companies. Mr. Gaspar has also been a director of Central
European Media Enterprises Ltd. since June 1994. From 1982 until 1991, Mr.
Gaspar was a partner of Warburg, Pincus & Co., a venture capital firm. From
1973 until 1981, Mr. Gaspar served in various executive capacities at RCA
Global Communications, Inc. and its affiliates.
For information with respect to the Company's executive officers, see
"Business--Executive Officers of the Registrant" in Part I to this Annual
Report on Form 10-K, except that set forth below is certain information with
respect to Elie C. Wurtman, a current executive officer of the Company.
Elie C. Wurtman, 28, has been Vice President of Emerging Technologies of
the Company since April 1998. Mr. Wurtman co-founded Delta Three, Inc. and has
served as its Chief Executive Officer and President since its inception in May
1996. He is also the founder of Ambient Corporation, a developer of smart card
technology and has been a member of its Board of Directors since November
1995. From January 1995 until November 1995, Mr. Wurtman was Vice President of
Marketing of TTR Technologies Inc., a software security company. From
September 1993 to December 1994, Mr. Wurtman was engaged in private real
estate business. Prior to 1993, Mr. Wurtman served in the Israeli Defense
Forces as the Deputy Commander of the Allenby Bridge border crossing between
Israel and Jordan.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York on the 30th day of April, 1998.
RSL COMMUNICATIONS, LTD.
By: /s/ Jacob Z. Schuster
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Jacob Z. Schuster
Executive Vice President,
Chief Financial Officer,
Assistant Secretary and Treasurer
