SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): January 25, 2000
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
On January 25, 2000, the Registrant issued a press release regarding the
purchase of network capacity for its European operations and its expectations
regarding 4th quarter 1999 EBITDA. On January 28, 2000, the Registrant issued a
press release regarding offerings of its cumulative convertible preferred stock
and senior notes of its wholly-owned subsidiary, RSL Communications PLC. A copy
of these press releases are attached hereto as Exhibits 99.1 and 99.2,
respectively and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press release dated January 25, 2000.
99.2 Press release dated January 28, 2000.
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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: January 28, 2000 By /s/ Avery S. Fischer
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Name: Avery S. Fischer
Title: Vice President of Legal Affairs
and General Counsel
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Exhibit Index
99.1 Press Release dated January 25, 2000.
99.2 Press Release dated January 28, 2000.
EXHIBIT 99.1
Tuesday January 25, 10:13 am Eastern Time
Company Press Release
RSL Communications Purchases and Builds Broadband Network Capacity
- - Pan-European network interconnects 10 cities in 9 countries and four domestic
networks HAMILTON, Bermuda and NEW YORK--(BUSINESS WIRE)--Jan. 25, 2000--
- - Accelerates implementation of advanced data services to growing customer
base
- - Continues to expect normalized 4Q99 EBITDA of $4 to $6 million exclusive
of deltathree.com
RSL Communications, Ltd. (Nasdaq: RSLC - news) today announced that it is
expanding its European network to include a redundant, ring-configured 2.5
gigabit per second SDH network connecting 10 European RSL COM international
switching centers in nine countries.
RSL COM has one of the largest Pan-European communications operations with over
500,000 customers and a revenue run rate of over $750 million in Europe. In
order to support the current and future needs of the business, RSL COM is
investing in building a state-of-the-art network to meet the ever-increasing
needs of its customers for data and Internet services. The new intra-European
broadband network can handle more than 32,000 simultaneous phone calls or an
equivalent amount of data. The system can be connected to additional switching
centers and can be upgraded to 10 gigabits per second as needed. The new network
will replace more expensive, short-term leases for lower capacity circuits, will
maximize RSL COM's least cost routing efficiency, and will easily handle the
growing number of minutes of traffic on RSL COM's European network, which
increased by more than 300 percent from 1998 to 1999.
"RSL COM's business in Europe is growing quickly. It now accounts for almost two
thirds of our customer base and more than half of our revenue," said Donald R.
Shassian, Chief Operating Officer of RSL Communications, Ltd. "The purchase of
this broadband capacity will accelerate our rollout of RSL COM's Internet and
managed data services on a global basis." RSL COM Internet and managed data
services already include a range of end user Internet access, wholesale Internet
access, web hosting, web design and application services, frame relay, remote
access and other value-added services available from an increasing number of RSL
COM countries around the world.
The new network will connect ten major cities: Vienna, Austria; Brussels,
Belgium; Paris, France; Frankfurt, Germany, Milan, Italy; Amsterdam,
Netherlands; Barcelona and Madrid, Spain; Zurich, Switzerland; and London,
United Kingdom. In addition, RSL COM's expanding domestic networks in France,
Germany, Spain and the United Kingdom will also be connected. RSL COM Finland
and RSL COM Scandinavia are already connected through broadband capacity to
company switching centers in Frankfurt and London.
"We expect that implementing the intra-European broadband network will improve
margins this year by substituting owned capacity for short term leases and
carrying more traffic on our network," said Donald R. Shassian.
While the Company is just beginning the process of compiling and auditing
year-end results, it continues to expect that fourth quarter 1999 EBITDA(a)
(exclusive of the results of its 68.7% owned subsidiary, deltathree.com, and
non-cash compensation expense) to be in the range of $4 to $6 million. As
previously announced, deltathree.com completed its initial public offering
during the fourth quarter of 1999 and has begun a rapid expansion of its
business. Because deltathree.com expects to continue to finance itself
independently from RSL COM, the Company's results should be viewed independently
from the results of deltathree.com. RSL COM expects to announce its year-end
results on March 2, 2000.
RSL Communications, Ltd., is a global integrated communications provider with
operations on five continents in 21 countries that account for 75 percent of the
world's telecommunications traffic. The company provides a broad array of voice,
data, Internet and other value added services for businesses, consumers and
other carriers worldwide. deltathree.com (Nasdaq: DDDC - news), a subsidiary of
the company, is a global provider of IP telephony services and other enhanced,
web-based communications services to individuals and businesses worldwide with
45 points of presence in 29 countries. RSL COM is headquartered in Hamilton,
Bermuda with executive offices in New York City. The web address is
http://www.rslcom.com.
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This release contains forward-looking statements within the meaning of the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations or beliefs and
are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those set forth in such statements. Factors
which may affect actual results ("Cautionary Statements") include, but are not
limited to, the Company's entering into newly opened markets, the integration of
acquisitions and new operations, substantial capital requirements, general
economic factors, the impact of rapid industry changes, increased competition,
pricing pressures, government regulation, the availability of transmission
facilities, reliance on sophisticated information systems, risks associated with
year 2000 compliance, devaluation and currency risks, as well as other risks
referenced from time to time in the Company's filings with the Securities and
Exchange Commission. For a detailed discussion of these and other Cautionary
Statements, please refer to the Company's filings with the SEC, including in the
first paragraph of the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the Company's Form 10-K for the
fiscal year ended December 31,1998 and in the "Risk Factors" section of the
Company's registration statement on Form S-4 filed with the Securities and
Exchange Commission in November 1999. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by such Cautionary Statements.
The Company does not undertake any obligation to release publicly any revisions
to such forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. (a) earnings
before interest, taxes, depreciation and amortization, on a normalized basis
excluding non-cash compensation expense and special charge.
====================
Contact:
RSL Communications, Ltd.
Alan Garratt, 212/891-7450
Fax: 212/317-0060
e-mail: [email protected]
EXHIBIT 99.2
Friday January 28, 6:00 pm Eastern Time
Company Press Release
SOURCE: RSL Communications, Ltd.
RSL Communications, Ltd. Announces Launch of $100 Million Convertible Preferred
Share Offering and $200 Million High Yield Debt Offering
HAMILTON, Bermuda, Jan. 28 /PRNewswire/ -- RSL Communications, Ltd. (Nasdaq:
RSLC - news) today announced that it has launched an offering of $100 million
aggregate liquidation preference of cumulative convertible preferred shares. The
preferred shares will be convertible into the Class A common shares of RSL
Communications and will accrue dividends at a rate to be determined. The
offering is expected to close by the end of February 2000. The preferred shares
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.
Concurrent with the preferred share offering, RSL Communications PLC, a
wholly-owned subsidiary of RSL Communications, is making an offering of
approximately $200 million (100 million U.S. dollars and 100 million Euros)
principal amount of Senior Notes due 2010, bearing interest at a rate to be
determined. The Senior Notes issue will be guaranteed by RSL Communications,
Ltd. The debt offering is expected to close by the end of February 2000 but is
conditioned upon the closing of the preferred share offering. The closing of the
preferred share offering is not conditioned on the closing of the debt offering.
These Senior 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.
RSL Communications, Ltd., is a global integrated communications provider with
operations on five continents in 22 countries that account for 75 percent of the
world's telecommunications traffic. The company provides a broad array of voice,
data, Internet and other value added services for businesses, consumers and
other carriers worldwide. deltathree.com (Nasdaq: DDDC - news), a subsidiary of
the company, is a global provider of IP telephony services and other enhanced,
web-based communications services to individuals and businesses worldwide with
45 points of presence in 29 countries. RSL COM is headquartered in Hamilton,
Bermuda with executive offices in New York City. The web address is
http://www.rslcom.com .
CONTACT: Jim Magrone of RSL Communications, Ltd., 212-891-7442, Fax,
212-317-0060, [email protected].
