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): March 16, 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)
<PAGE>
ITEM 5. OTHER EVENTS
In a press release dated March 16, 2000, RSL Communications, Ltd., a Bermuda
corporation (the "Company"), announced the execution of a definitive agreement
to acquire Rednet Limited, an Internet Service Provider in the United Kingdom.
In addition, in a press release dated April 6, 2000, the Company announced the
execution of a definitive agreement to acquire Voyager Networks Limited and
Voyager Internet Limited, an Internet Service Provider and networking specialist
in the United Kingdom. A copy of the press releases are attached hereto as
exhibits 99.1 and 99.2, respectively and are incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press release dated March 16, 2000.
99.2 Press release dated April 6, 2000.
<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: April 17, 2000 By /s/ Avery S. Fischer
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Name: Avery S. Fischer
Title: Vice President of Legal Affairs
and General Counsel
<PAGE>
Exhibit Index
99.1 Press Release dated March 16, 2000.
99.2 Press Release dated April 6, 2000.
EXHIBIT 99.1
Thursday March 16, 9:03 am Eastern Time
Company Press Release
RSL COM Acquires REDNET, UK'S Premier Business-to-Business ISP
- - UK's fourth largest international carrier, RSL COM accelerates UK move
into business-to-business Internet service provision
- - RSL COM now operates Internet related services in 13 countries
RSL Communications, Ltd. (Nasdaq: RSLC - news) today announced that it has
reached a definitive agreement to acquire London-based REDNET, one of the United
Kingdom's leading business-to-business Internet Service Providers (ISPs). Terms
were not disclosed. The agreement is subject to customary closing conditions.
The move heralds a new drive by RSL COM to lead the market for supplying
integrated voice, data and Internet communication services to Small and Medium
Enterprises (SMEs) and corporations throughout the UK. It follows RSL COM's
recent announcement of record fourth quarter consolidated and European results
and plans to emphasize the growth of its European data and Internet business.
Acquiring REDNET contributes significantly to RSL COM's fixed-line and mobile
voice client-base. REDNET specialises in providing networking and Internet
solutions to the SME market.
REDNET is one of the UK's original business-to-business ISPs. Since its
inception in 1992, REDNET has been consistently voted one of the UK's fastest
connecting ISPs by the leading trade title, "Internet Magazine"(1).
"The motivation for this deal was the synergy between the strengths of both
companies. REDNET is a major force in business-to-business Internet provisioning
and RSL COM is a leading brand in fixed, mobile and data communications," says
Barry Mowbray, Managing Director of the UK and Benelux. "In the past, the UK's
Small and Medium Enterprise sector has suffered from high pricing and poor
service from traditional telecom suppliers. Together, RSL COM and REDNET will
become the total communications supplier of choice to the SME market by
providing them, for the first time, with the broadest, most advanced portfolio
of communication products available."
Mike Revell, Managing Director of REDNET will continue in charge of REDNET's
operations and is expected to assume additional responsibilities at RSL COM UK.
He said, " Our relationship with RSL COM will allow us to offer our customers a
complete range of integrated voice, Internet and data services as well as access
through a RSL COM's network infrastructure across the UK and Europe. RSL COM
shares our commitment to provide the SME market with high quality products and
services within the converging voice and data marketplace" Today's announcement
is part of a wider strategy by RSL COM to be a major player in integrated
communication services across Europe. In the last three months, RSL COM has also
acquired Prime Line AG, a Switzerland-based telephony and Internet service
provider, and taken a majority stake in VIP Tietoverkot Oy, a Finnish Internet
Service Provider. RSL COM currently provides a variety of Internet related
services in 13 countries and operates Internet Service Providers in five
countries.
Itzhak Fisher, President and Chief Executive Officer of RSL COM, said, "The
acquisition of REDNET further accelerates RSL COM's presence in the European
market for data and Internet service offerings and is an example of our
commitment to reach our goals quickly. RSL COM will continue to aggressively
pursue opportunities to provide integrated communications solutions to our
customers and to obtain the best talent in the industry."
About REDNET
Founded in 1992, REDNET is a leading networking and Internet solutions provider,
specializing in the key areas of communication: Internet services and end-to-end
cross platform network integration. With over 8 years of networking experience,
REDNET is able to offer customized solutions for every business environment,
specifically local and wide area networks, and remote access solutions.
Consistently voted amongst the fastest ISPs in the UK*, REDNET offers an
extensive range of Internet solutions, including ISDN and Leased Line access,
web design, hosting and e-commerce. REDNET's business partners include Cisco,
3com and Shiva. For further information, please visit REDNET on the World Wide
Web at www.red.net
About RSL COM UK
RSL COM UK is the largest independent supplier of mobile telephony in the UK and
the fourth largest international carrier in the UK. Last year, the company
announced an investment of (pound)16.2 million for installation of a United
Kingdom fiber optic network. The new network will have the initial capacity to
carry more than 30,000 simultaneous voice, data or Internet calls and may be
expanded to handle up to a quarter of a million simultaneous calls or equivalent
data traffic.
About RSL COM
RSL Communications, Ltd., is a rapidly growing facilities based communications
company that provides a broad range of data/Internet, voice and value-added
product and service solutions primarily to small and medium sized businesses and
residential customers in selected markets around the globe. Through our
subsidiary, deltathree.com, RSL COM also owns and operate a privately managed
Internet Protocol (IP) telephony network with 45 points of presence in 29
countries around the world. RSL COM is headquartered in Hamilton, Bermuda with
executive offices in New York City. The web address is http://www.rslcom.com.
This press 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 the forward looking
statements. For a detailed discussion of these cautionary statements, risk
factors and uncertainties please refer to the Company's recent filings with the
Securities and Exchange Commission.
(1) Source: Internet Magazine (May, June, August and September 1999).
<PAGE>
Contact:
RSL Communications, Ltd.
Alan Garratt, 212/445-7438
[email protected]
Mobile: 201/456-0918
Fax: 212/445-7528
EXHIBIT 99.2
Thursday April 6, 8:06 am Eastern Time
Company Press Release
SOURCE: RSL Communications, Ltd
RSL COM Acquires Voyager, Accelerating Internet/Data Business Solution
Initiatives in Europe
- - RSL COM acquires Voyager, leading UK Internet provider and networking
specialist - Supplements March acquisition of REDNET, UK's top
business-to-business ISP - 25% of RSL COM UK fixed-line business now data based
- - Significant step in becoming a one-stop solutions provider for businesses with
the latest and future technologies
LONDON, April 6 /PRNewswire/ -- In executing on its strategy to become a total
solutions provider for businesses, RSL Communications, Ltd. (Nasdaq: RSLC -
news) signed a definitive agreement to acquire its second UK ISP, Voyager. RSL
COM is now one of the UK's largest telecommunications providers, with 250,000
customers and revenues now in excess of $300 million. Specific terms of the
acquisition were not disclosed. Closing of the transaction is subject to
customary conditions. Today's acquisition of Voyager, a specialist in network
design and business Internet access, follows the purchase earlier this month of
REDNET, one of the UK's oldest and largest business-to-business ISPs. Voyager,
an emerging Applications Services Provider, offers products focused on managed
network services, Internet based solutions, data/voice/video convergence
products and e-commerce solutions. Voyager's well-known, blue-chip customer base
includes such customers as The Bank of England, Satellite Information Systems,
The Economist, Eidos Interactive, Group Lotus, Bovis and Walkers Snack Foods.
Itzhak Fisher, President and Chief Executive Officer of RSL COM said, "Voyager
presents an exciting opportunity for RSL COM to help build a successful
international business in one of the most exciting sectors of the industry --
Internet based Network and Application Services. Voyager's acquisition is
tightly synergistic with RSL COM's services. Voyager's highly reputable business
customer base and managed network expertise complements RSL COM's broadband
network and domestic and international support operations to strengthen RSL
COM's expansion of its presence in Europe's data and Internet markets. Following
the acquisition of Voyager, we can now offer corporate UK customers one-stop
solutions for global communications."
RSL COM currently provides a variety of Internet related services in 13
countries. Further acquisitions to increase RSL COM's presence in the Internet
arena are planned for later this year.
As a result of considerable organic growth and an aggressive acquisition policy,
RSL COM is already the UK's fourth largest international carrier and largest
independent mobile phone service provider. These recent moves into the Internet
market establish RSL COM as a leading provider of integrated voice, data and
Internet communication services to Small and Medium Enterprises (SMEs) and
corporations throughout the UK.
"Like REDNET, Voyager is an award-winning company," says Barry Mowbray, Managing
Director of the UK and Benelux. "Its expertise in data networking and business
Internet access fit perfectly into the RSL COM product portfolio. As a result of
this acquisition, data will account for about 25 percent of our fixed-line
revenue. Few other companies in the UK can boast our expertise in integrated
voice, data and Internet provision. In mobile, we are already the UK's largest
independent mobile service provider. Our strategy for 2000 is to repeat this
success in the UK's business Internet market." Chris Windley, Nigel Williams and
Jonny Shaw, the three principals of Voyager, said in a joint statement, "RSL COM
stood out as the company to be aligned with. While most of the competitors are
talking about integrated communication services, RSL COM is actually doing it.
RSL COM's international presence means we can supply and support our customers
with network services globally. Using the RSL COM global network and local
operations and support will provide Voyager's customers with global Internet
access, server hosting, co-location, and national and international Managed
Network Services as an end-to-end solution."
About RSL COM UK
RSL COM UK is the largest independent supplier of mobile telephony in the UK and
the fourth largest international carrier in the UK. RSL COM has established a
network of 14 web hosting sites (over 25,000 square feet) across the UK. Last
year, the company announced an investment of 16.2 million pounds sterling for
installation of a United Kingdom fiber optic network which will have the initial
capacity to carry more than 30,000 simultaneous voice, data or Internet calls.
The web address is http//www.rslcom.co.uk
About Voyager
Formed in 1993, Voyager has posted year-on-year growth through pioneering the
supply of private network services and business Internet access. The company
boasts five dedicated network engineering centers throughout the UK, seven
points of presence to the global Internet backbone and is a Silver certified
Cisco partner. The company offers the following product portfolio
o Managed Network Services (MNS) provide companies who wish to
outsource their network design, installation, network capacity,
management, and maintenance requirements for their data networks.
o MNS is supported by Voyager's Service Level Management systems,
securing high quality of service with service level agreements for
voice and data.
o Internet Solutions provide customers with Internet access, web
hosting/co-location, and web design to companies that use the
Internet to support mission critical business functions.
o Security Solutions assist customers in access security, website and
messaging security using RSAsecure, Cisco and Checkpoint.
o Management Solutions provides customers with network management
software applications InfoVista, Cisco Works, and NetRemotePro.
<PAGE>
About RSL COM
RSL Communications, Ltd., is a rapidly growing facilities based communications
company that provides a broad range of data/Internet, voice and value-added
product and service solutions primarily to small and medium sized businesses and
residential customers in selected markets around the globe. Through our
subsidiary, deltathree.com, RSL COM also owns and operates a privately managed
Internet Protocol (IP) telephony network with 45 points of presence in 29
countries around the world. RSL COM is headquartered in Hamilton, Bermuda with
executive offices in New York City. The web address is http//www.rslcom.com
This press 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 the forward looking
statements. For a detailed discussion of these cautionary statements, risk
factors and uncertainties please refer to the Company's recent filings with the
Securities and Exchange Commission.
For more information, contact: Alan Garratt, of RSL COM, 212-445-7438, email,
[email protected]
