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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): December 1, 1998
RSL Communications, Ltd.
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(Exact name of Registrant as specified in its charter)
Bermuda 333-25749 N/A
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(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
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(Address of principal executive offices)
(441) 295-2832
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
RSL Communications PLC, a wholly-owned subsidiary of the
Registrant, has completed an offering of $200 million 10 1/2 percent Senior
Notes due 2008 with net proceeds to the Company after expenses of approximately
$196.3 million. The issue will be guaranteed by the Registrant. The offering
closed on December 8, 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.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Press release dated December 4, 1998.
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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: December 9, 1998 By \s\Itzhak Fisher
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Name: Itzhak Fisher
Title: President and Chief Executive
Officer
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Exhibit Index
99.1 Press Release dated December 4, 1998.
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NEW YORK--(BUSINESS WIRE)--Dec. 4, 1998--RSL Communications, Ltd. (NASDAQ:
RSLCF) today announced that RSL Communications PLC, a wholly-owned subsidiary of
the Company, has completed an offering of $200 million 10 1/2 percent Senior
Notes due 2008 with net proceeds to the Company after expenses of approximately
$196.3 million.
The offering is subject to customary closing conditions and is expected to close
on December 8, 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.
In light of the additional capital provided by this financing, the Company has
agreed to terminate the $35 million financing commitment previously provided to
the Company by certain of its board member and executives, which will eliminate
certain costs to the Company required to maintain the availability of such
commitment. Certain of such individuals have indicated their intention to make
available a similar commitment should the Company require additional financing.
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.
This press release contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, and are subject to the safe harbors created
hereby. Investors are cautioned that any such forward-looking statements are not
guarantees of RSL COM's future performance and involve risks and uncertainties,
and RSL COM's future actual results could differ materially from the forward
looking statements discussed herein as a result of various factors. A list of
certain factors that could cause actual results to differ materially from those
discussed herein can be found in the documents the company files with the SEC,
including those contained in RSL COM's registration statement, and Form 10-K for
the year ended December 31, 1997.
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Contact:
RSL Communications, Ltd.
Mark Hirschhorn
212/317-1800, ext 214
Alan Garratt
212/891-7450
or
KCSA
Jeff Corbin/Joe Mansi
212/682-6300, ext 214/205
