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 2, 2001
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 2, 2001, RSL COM Deutschland GmbH, ("RSL Germany"), an
indirect, wholly-owned subsidiary of RSL Communications, Ltd. ("RSL COM"), sold
(the "Telegate Sale") to Seat Pagine Gialle Spa. ("Seat"), RSL Germany's
remaining interest in Telegate Holding, the holding company for RSL Germany's
equity interest in Telegate AG ("Telegate") for value in excess of 300 million
Euros at closing, as described in the Incorporated Agreements (as defined
below). Such consideration was determined by arms length negotiations among the
parties, based upon the value of the business of Telegate.
The Telegate Sale was consummated under the terms and conditions of that
certain Settlement Agreement dated as of January 2, 2001, by and among Seat and
RSL Germany and that certain Amendment Agreement to an Option Agreement dated as
of January 2, 2001, by and among Seat and RSL Germany, copies of which are
attached hereto and incorporated herein by reference (collectively, the
"Incorporated Agreements"). There exists no material relationship between RSL
COM, RSL Germany, any of their affiliates, directors and officers or any
associates thereof on the one hand, and Seat on the other hand.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
10.1 Settlement Agreement dated as of January 2, 2001, by and among Seat Pagine
Gialle Spa and RSL COM Deutschland GmbH
10.2 Amendment Agreement to an Option Agreement dated as of January 2, 2001, by
and among Seat Pagine Gialle Spa and RSL COM Deutschland GmbH
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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 16, 2001 By /s/ Steven F. Schiffman
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Name: Steven F. Schiffman
Title: Chief Financial Officer
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Exhibit Index
10.1 Settlement Agreement dated as of January 2, 2001, by and among Seat Pagine
Gialle Spa and RSL COM Deutschland GmbH
10.2 Amendment Agreement to an Option Agreement dated as of January 2, 2001, by
and among Seat Pagine Gialle Spa and RSL COM Deutschland GmbH
