As filed with the Securities and Exchange Commission on October 9, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STARTEC GLOBAL COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
MARYLAND 4813 52-1660985
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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10411 MOTOR CITY DRIVE RAM MUKUNDA
BETHESDA, MD 20817 PRESIDENT AND CHIEF EXECUTIVE OFFICER
(301) 365-8959 10411 MOTOR CITY DRIVE
(Address, Including Zip Code, and Telephone BETHESDA, MD 20817
Number, Including Area Code, of Registrant's (301) 365-8959
Principal Executive Offices) (Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)
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COPIES TO:
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Thomas L. Hanley, Esq. John L. Sullivan, III, Esq.
Robert B. Murphy, Esq. David L. Kaye, Esq.
Yolanda Stefanou Faerber, Esq. Venable, Baetjer & Howard LLP
Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 2010 Corporate Ridge, Suite 400
11921 Rockville Pike McLean, VA 22102
Rockville, MD 20852 (703) 760-1600
(301) 230-5200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] 333-32753
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
PROPOSED AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE FEE
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Common Stock, $.01 par value ...... 287,500 Shares(1) $ 12.00(2) $ 3,450,000(2) $ 1,046
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(1) Includes 37,500 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act.
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EXPLANATORY NOTE
This Registration Statement, filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, incorporates by reference the information
contained in the Registration Statement on Form S-1 (File No. 333-32753) filed
by Startec Global Communications Corporation with the Securities and Exchange
Commission and declared effective on October 8, 1997.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.1* Opinion of Shulman, Rogers, Gandal, Pordy & Ecker, P.A. with respect to the Registrant's
Common Stock.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Shulman, Rogers, Gandal, Pordy & Ecker, P.A. (included in Exhibit 5.1).
24.1 Power of Attorney (incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-32753)).
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* Filed herewith.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Washington, District of Columbia, on
the 8th day of October, 1997.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
By: /s/ Ram Mukunda
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Ram Mukunda
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registrant
has duly caused this Registration Statement to be signed on behalf by the
undersigned, thereunto duly authorized, in Washington, District of Columbia, on
the 6th day of October, 1997.
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SIGNATURES TITLE DATE
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/s/ Ram Mukunda President, Chief Executive Officer, October 8, 1997
- ------------------------- Treasurer and Director (Principal
Ram Mukunda Executive Officer)
/s/ * Senior Vice President, Chief Financial October 8, 1997
- ------------------------- Officer, Secretary and Director
Prabhav V. Maniyar (Principal Financial and Accounting
Officer)
/s/ * Director October 8, 1997
- -------------------------
Vijay Srinivas
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*By: /s/ Ram Mukunda
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Attorney-in-Fact
II-2
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Exhibit 5.1
LAW FIRM
SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A.
11921 ROCKVILLE PIKE, THIRD FLOOR
ROCKVILLE, MD 20852-2743
(301)230-5200
TELECOPIER (301)230-2891
TDD (301)230-6570
October 8, 1997
Startec Global Communications Corporation
10411 Motor City Drive
Bethesda, MD 20817
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel to Startec Global Communications Corporation, a
Maryland corporation (the "Company"), in connection with the registration of
287,500 shares of the Company's Common Stock, par value $0.01 per share,
including 37,500 shares subject to an over-allotment option (collectively, the
"Shares"), pursuant to a Registration Statement on Form S-1, (the "Abbreviated
Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. The Abbreviated Registration
Statement relates to the same class of securities registered pursuant to the
Company's Registration Statement on Form S-1 (File No. 333-32753)(the "Initial
Registration Statement") declared effective on October 8, 1997 by the Securities
and Exchange Commission.
As counsel for the Company, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purposes of rendering this opinion. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies. As to various questions of fact
material to such opinion, we have relied, to the extent we deemed appropriate,
upon representations, statements and certificates of officers and
representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale by the Company have been duly authorized by the Company, and
when issued, delivered and paid for in accordance with the terms of the
underwriting agreement filed as Exhibit 1.1 to the Initial Registration
Statement, and in accordance with the
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resolutions adopted by the Board of Directors of the Company, will be, validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Abbreviated
Registration Statement, and we consent to the use of our name under the caption
"Legal Maters" in the Prospectus forming a part of the Initial Registration
Statement.
Very truly yours,
/s/ SHULMAN, ROGERS, GANDAL
PORDY & ECKER, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
October 6, 1997
