<PAGE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 2, 1998
RSL Communications, Ltd.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Bermuda 333-25749 N/A
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
Clarendon House
Church Street
Hamilton HM CX Bermuda
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(441) 295-2832
----------------------------
(Registrant's telephone number)
<PAGE>
ITEM 5. OTHER EVENTS
RSL Communications PLC, a wholly-owned subsidiary of the Registrant,
has completed an offering of $100 million 12 percent Senior Notes due 2008
with net proceeds to the Company after expenses of approximately $91 million.
The issue will be guaranteed by the Registrant. The offering is subject to
customary closing conditions and is expected to close on November 9, 1998.
These Notes have not been, and will not be, registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The proceeds from the offering will be used by the Company for (i)
the expansion and development of the Company's infrastructure and (ii) the
funding of the Company's operating losses.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Press release dated November 3, 1998.
3
<PAGE>
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 hereunto duly authorized.
RSL COMMUNICATIONS, LTD.
Date: November 5, 1998 By /s/ Itzhak Fisher
---------------------------
Name: Itzhak Fisher
Title: President and Chief Executive
Officer
4
<PAGE>
Exhibit Index
99.1 Press Release dated November 3, 1998.
5
<PAGE>
RSL COM Completes $100 Million Debt Offering
HAMILTON, Bermuda and NEW YORK, USA--(BUSINESS WIRE)--Nov. 3, 1998-- RSL
Communications, Ltd. (NASDAQ: RSLCF) today announced that RSL Communications
PLC, a wholly-owned subsidiary of the Company, has completed an offering of
$100 million 12 percent Senior Notes due 2008 with net proceeds to the Company
after expenses of approximately $91 million.
The offering is subject to customary closing conditions and is expected to close
on November 9, 1998.
The issue will be guaranteed by RSL Communications, Ltd. These Notes have not
been, and will not be, registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
The proceeds from the offering will be used by the Company for (i) the expansion
and development of the Company's infrastructure, and (ii) the funding of the
Company's operating losses. The $35 million unsecured revolving loan commitment
by certain board members and executives of RSL COM announced, on October 22,
will remain in effect, subject to customary closing conditions. Upon closing of
the offering, the $50 million unsecured standby loan commitment previously
announced will terminate.
RSL Communications, Ltd. is a global facilities-based telecommunications company
that provides international services, including long distance, calling card,
private line, value added and Internet-based services for business, consumers
and other carriers worldwide. The Company operates on four continents in twenty
countries that account for more than 70 percent of the world's international
telecommunications traffic.
This release is available on the RSL Communications website at www.rslcom.com.
Contact:
RSL COM Alan Garratt
6
