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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities and Exchange Act of 1934
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STARTEC GLOBAL COMMUNICATION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 52-1660985
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
10411 MOTOR CITY DRIVE
BETHESDA, MARYLAND 20817
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each Class on which each class is
to be so registered to be registered
NONE N/A
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If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box / /
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
The registrant hereby incorporates by reference the
descriptions of the securities registered hereby (the
"Securities") set forth under the caption "Description of Capital
Stock" on pages 55 to 59 of the registrant's Preliminary
Prospectus (the Prospectus") contained in Pre-Effective Amendment
No. 2 to the Registration Statement on Form S-1 (File No.
333-32753), under the Securities Act of 1933, as amended, as
filed with the Securities and Exchange Commission on September
15, 1997.
Item 2. Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1* Form of Underwriting Agreement.
3.1* Amended and Restated Articles of Incorporation.
3.2* Amended and Restated Bylaws.
4.1* Specimen of Common Stock Certificate.
4.2* Warrant Agreement dated as of July 1, 1997 by and
between Startec, Inc. and Signet Bank.
4.3* Form of Underwriters' Warrant Agreement (including
Form of Warrant).
4.4* Voting Agreement dated as of July 31, 1997 by and
between Ram Mukunda and Vijay and Usha Srinivas.
5.1** Opinion of Shulman, Rogers, Gandal, Pordy & Ecker,
P.A. with respect to the Registrant's Common
Stock.
10.1* Secured Revolving Line of Credit Facility Agreement
dated as of July 1, 1997 by and between Startec,
Inc. and Signet Bank.
10.2* Lease by and between Vaswani Place Limited
Partnership and Startec, Inc. dated as of
September 1, 1994, as amended.
10.3* Agreement by and between World Communications,
Inc. and Startec, Inc. dated as of April 25, 1990.
10.4* Co-Location and Facilities Management Services
Agreement by and between Extranet
Telecommunications, Inc. and Startec, Inc. dated
as of ___, 1997.
10.5* Employment Agreement dated as of July 1, 1997 by
and between Startec, Inc. and Ram Mukunda
10.6* Employment Agreement dated as of July 1, 1997 by
and between Startec, Inc. and Prabhav V. Maniyar
10.7* Amended and Restated Stock Option Plan.
10.8* 1997 Performance Incentive Plan.
10.9* Subscription Agreement by and among Blue Carol
Enterprises, Limited, Startec, Inc. and Ram
Mukunda dated as of February 8, 1995.
10.10*+ Agreement for Management Participation by and among
Blue Carol Enterprises, Limited, Startec, Inc.
and Ram Mukunda dated as of February 8, 1995, as
amended as of June 16, 1997.
10.11*+ Service Agreement by and between Companhia
Portuguesa Radio Marconi, S.A. and Startec, Inc.
as amended on February 8, 1995.
10.12*+ Lease Agreement between Companhia Portuguesa Radio
Marconi, S.A. and Startec, Inc. dated as of June
15, 1996.
10.13*+ Indefeasible Right of Use Agreement between
Companhia Portuguesa Radio Marconi, S.A. and
Startec, Inc. dated as of January 1, 1996.
10.14*+ International Telecommunication Services Agreement
between Videsh Sanchar Nigam Ltd. and Startec,
Inc. dated as of November 12, 1992.
10.15*+ Digital Service Agreement with Communications
Transmission Group, Inc. dated as of October 25,
1994.
10.16*+ Lease Agreement by and between GPT Finance
Corporation and Startec, Inc. dated as of January
10, 1990.
10.17*+ Carrier Services Agreement by and between Frontier
Communications Services, Inc. and Startec, Inc.
dated as of February 26, 1997.
10.18*+ Carrier Services Agreement by and between MFS
International, Inc. and Startec, Inc. dated as of
July 3, 1996.
10.19*+ International Carrier Voice Service Agreement by
and between MFS International, Inc. and Startec,
Inc. dated as of June 6, 1996.
10.20*+ Carrier Service Agreement by and between Cherry
Communications, Inc. and Startec, Inc. dated as of
June 7, 1995.
11.1* Statement regarding computation of earnings per
share.
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 (contained on the signature
page).
27.1* Financial Data Schedule.
99.1* Consent of Nazir G. Dossani.
99.2* Consent of Richard K. Prins.
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* Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-32753), as filed with the
Securities and Exchange Commission ("SEC") on August 4, 1997, as
amended by Pre-Effective Amendment No. 1 filed with the SEC on
August 27, 1997 and Pre-Effective Amendment No. 2 filed with the
SEC on September 15, 1997.
** To be filed by amendment.
+ Portions of Exhibit have been omitted pursuant to a request
for Confidential Treatment filed with the SEC under Rule 406 of
the Securities Act of 1933, as amended, and the Freedom of
Information Act.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
By: /s/ Ram Mukunda
Ram Mukunda
President and Chief Executive Officer
