<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998.
REGISTRATION NO. 333-49857
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
RSL COMMUNICATIONS, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
BERMUDA 4813 N/A
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE NUMBER)
ORGANIZATION) ----------------------
CLARENDON HOUSE
CHURCH STREET
HAMILTON HM CX BERMUDA
(441) 295-2832
(ADDRESS AND TELEPHONE
NUMBER OF
REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
</TABLE>
----------------------
ITZHAK FISHER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RSL COMMUNICATIONS, N. AMERICA, INC.
767 FIFTH AVENUE, SUITE 4300
NEW YORK, NY 10153
(212) 317-1800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------------
Copy to:
GEORGE E.B. MAGUIRE, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, 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(d)
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. / /
----------------------
CALCULATION OF REGISTRATION FEE(1)
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING
SECURITIES TO BE REGISTERED REGISTERED(2) PER UNIT(2) PRICE(2)
<S> <C> <C> <C>
$200,000,000
9 1/8% Senior Exchange Notes due 2008 principal amount 100% $200,000,000
Guarantee of 9 1/8% Senior Exchange
Notes due 2008 N/A N/A N/A
$328,084,000 principal amount at
10 1/8% Senior Discount Exchange Notes maturity ($202,361,150 initial
due 2008 accreted value) 100% $202,361,150
Guarantee of 10 1/8% Senior Discount
Exchange Notes due 2008 N/A N/A N/A
DM296,000,000 principal amount at
10% Senior Discount Exchange Notes due maturity (DM183,023,147 initial DM183,029,147
2008 accreted value) 100% ($99,429,132)
Guarantee of 10% Senior Discount
Exchange Notes due 2008 N/A N/A N/A
<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF REGISTRATION
SECURITIES TO BE REGISTERED FEE(3)
<S> <C>
9 1/8% Senior Exchange Notes due 2008 $19,664.7
Guarantee of 9 1/8% Senior Exchange
Notes due 2008 (4)
10 1/8% Senior Discount Exchange Notes
due 2008 $19,896.9
Guarantee of 10 1/8% Senior Discount
Exchange Notes due 2008 (4)
10% Senior Discount Exchange Notes due
2008 $9,776.2
Guarantee of 10% Senior Discount
Exchange Notes due 2008 (4)
</TABLE>
(1) The registration fee was paid concurrently with the original filing of
registration statement 333-49857 on April 10, 1998.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) under the Securities Act of 1933. The translation of
deutsche marks into U.S. Dollars has been made at the noon buying rate on
April 7, 1998 of $1=DM1.8408.
(3) Based on one-third of the principal amount of the notes offered pursuant to
Rule 457(f)(2) under the Securities Act of 1933.
(4) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration
fee is payable with respect to the Guarantees.
----------------------
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 which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on the 29th day of April, 1998.
RSL COMMUNICATIONS, LTD.
By: /S/ ITZHAK FISHER
----------------------------------
Itzhak Fisher
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Itzhak Fisher his true and lawful
attorney-in-fact and agent, acting alone, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and reform each and every act and thing requisite or necessary
to be done in and about the premises, as person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- ---------------------------- ------------------
<S> <C> <C>
/S/ RONALD S. LAUDER DIRECTOR AND CHAIRMAN OF THE APRIL 29, 1998
- ---------------------------- BOARD OF DIRECTORS
(RONALD S. LAUDER)
/S/ ITZHAK FISHER DIRECTOR, PRESIDENT AND APRIL 29, 1998
- ---------------------------- CHIEF EXECUTIVE OFFICER
(ITZHAK FISHER) (PRINCIPAL EXECUTIVE
OFFICER)
/S/ ANDREW GASPAR DIRECTOR AND VICE CHAIRMAN APRIL 29, 1998
- ---------------------------- OF THE BOARD OF DIRECTORS
(ANDREW GASPAR)
* DIRECTOR, EXECUTIVE VICE APRIL 29, 1998
- ---------------------------- PRESIDENT, CHIEF FINANCIAL
(JACOB Z. SCHUSTER) OFFICER, ASSISTANT SECRETARY
AND TREASURER
(PRINCIPAL FINANCIAL
OFFICER)
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- ---------------------------- ------------------
<S> <C> <C>
* VICE PRESIDENT-FINANCE, APRIL 29, 1998
- ---------------------------- GLOBAL CONTROLLER AND
(MARK J. HIRSCHHORN) ASSISTANT SECRETARY
(CONTROLLER AND PRINCIPAL
ACCOUNTING OFFICER)
/S/ GUSTAVO A. CISNEROS DIRECTOR APRIL 29, 1998
- ----------------------------
(GUSTAVO A. CISNEROS)
* DIRECTOR APRIL 29, 1998
- ----------------------------
(FRED H. LANGHAMMER)
* DIRECTOR APRIL 29, 1998
- ----------------------------
(LEONARD A. LAUDER)
/S/ EUGENE SEKULOW DIRECTOR APRIL 29, 1998
- ----------------------------
(EUGENE SEKULOW)
* DIRECTOR APRIL 29, 1998
- ----------------------------
(NICOLAS G. TROLLOPE)
*By: /S/ ITZHAK FISHER
----------------------
ITZHAK FISHER,
Attorney-in-fact
</TABLE>
II-9
