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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 28, 1998
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Date of Report (Date of earliest event reported)
STARTEC GLOBAL COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 0-23087 52-1660985
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
Incorporation No.)
10411 Motor City Drive Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
301-365-8959
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Not applicable
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Former name or former address, if changed since last report)
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Item 5. Other Events.
The Company issued the accompanying press release on April
28, 1998 announcing its planned reorganization into a Delaware
holding company structure and its proposed private placement of
up to $225 million aggregate principal amount of senior notes.
Item 7. Financial Statements and Exhibits.
1. Press Release dated April 28, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned thereunto duly
authorized.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
By: /s/ RAM MUKUNDA
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Ram Mukunda
President and Chief Executive Officer
Dated: May 14, 1998
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EXHIBIT INDEX
Exhibit No. Description Page
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1. Press Release dated April 28, 1998.
EXHIBIT 99.1
COMPANY PRESS RELEASE
STARTEC GLOBAL COMMUNICATIONS CORPORATION ANNOUNCES ITS
REORGANIZATION INTO A HOLDING COMPANY STRUCTURE AND AN OFFERING
OF $225 MILLION OF SENIOR NOTES
BETHESDA, MD (April 28, 1998) -- Startec Global
Communications Corporation (NASDAQ: STGC) today announced its
plan to reorganize into a holding company structure and its
proposal to make a private offering of up to $225 million
aggregate principal amount of senior notes. The first stage of
the reorganization and the proposed offering of the senior notes
are expected to be completed by mid-May.
According to Ram Mukunda, President and Chief Executive
Officer of Startec Global, "Reorganizing into a holding company
structure will provide us with the flexibility to expand our
operations overseas and to take advantage of alternative
financing and tax strategies as we grow our operations both
domestically and abroad." As part of the first stage of its
reorganization, Startec Global has organized a wholly-owned
Delaware subsidiary corporation to act as a holding company for a
series of additional newly-formed Delaware subsidiary
corporations. Upon approval of all state and other regulatory
authorities, Startec Global will transfer all of the assets
associated with its telecommunications operations into a
subsidiary operating company, its licenses, authorizations and
other certifications into a subsidiary licensing company, and its
financing operations into a subsidiary finance company. Startec
Global will complete its reorganization later in 1998 when it
obtains shareholder approval to reincorporate as a Delaware
corporation.
In conjunction with it reorganization, Startec Global
proposes to make an offering of up to $225 million in senior
notes to qualified institutional buyers. The notes will be
offered in a private placement exempt from the registration
requirements of the Securities Act of 1933, and will eligible for
resale pursuant to Rule 144A of that Act. The notes will be
unsecured indebtedness of Startec Global and may not be resold
except pursuant to Rule 144A or other exemption from the
registration requirements of state and federal law.
The purpose of the offering and the reorganization is to
provide Startec Global with the resources to accelerate its
business plan to become the leading provider of international
long distance services to select ethnic residential communities
in the United States, Canada and Europe by expanding and
developing its network equipment, the acquisition of fiber optic
cable capacity and the acquisition of satellite earth stations,
and to leverage its residential long distance network to become a
leading provider of wholesale carrier services on corresponding
international routes.
This press release shall not constitute an offer to sell or
the solicitation of any offer to buy, nor shall there be any sale
of, these securities in any state in which such an offer or
solicitation or sale would be unlawful.
Except for the historical information contained herein, this
release contains forward-looking statements which are based on
current expectations and which may differ materially from actual
results. These forward-looking statements fall within the scope
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
and are subject to the safe harbors created thereby.
Forward-looking statements include, but are not limited to, those
statements regarding management's plans, marketing strategy,
targets and strategy for future expansion, and future fiscal
performance. The Company's actual results could differ
materially from those anticipated by the forward-looking
statements as a result of certain factors such as, change in
market conditions, government regulation, technology, the
international telecommunications industry, and the global
economy; availability of transmission facilities; management of
rapid growth; entry into new and developing markets; competition;
customer concentration and attrition; and the expansion of the
global network. These risk factors are discussed in further
detail in the Company's SEC's filings, including the prospectus
relating to Company's initial public offering (SEC File. No.
333-32753), and its Annual Report on Form 10-K for the year ended
December 31, 1997.
