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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
May 21, 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 May 21,
1998 announcing its completion of the sale of $160 million of 12%
Senior Notes due 2008 and Warrants to purchase shares of the
Company's Common Stock in a private placement offfering through
Lehman Brothers, Goldman, Sach & Co. And ING Barings.
Item 7. Financial Statements and Exhibits.
1. Press Release dated May 21, 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 21, 1998
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EXHIBIT INDEX
Exhibit No. Description Page
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1. Press Release dated May 21, 1998
EXHIBIT 99.1
COMPANY PRESS RELEASE
STARTEC GLOBAL COMMUNICATIONS CORPORATION COMPLETES $160 MILLION
SENIOR NOTE AND WARRANT OFFERING BY LEHMAN BROTHERS, GOLDMAN,
SACHS & CO., AND ING BARINGS
BETHESDA, MD (May 21, 1998) -- Startec Global Communications
Corporation (NASDAQ: STGC) announced today that it has completed
the sale of $160 million of 12% Senior Notes due 2008 ("Notes")
and warrants ("Warrants") to purchase shares of the Company's
Common Stock in a private placement offering ("Offering").
Lehman Brothers, Goldman, Sachs & Co. and ING Barings were the
initial purchasers of the Notes and Warrants. A portion of the
Offering was conducted outside of the United States under
Regulation S.
"The closing of this offering of Senior Notes will allow us
to accelerate our business plan and strengthen our position as a
leading provider of international long distance services to
ethnic residential customers worldwide." said Ram Mukunda,
President and Chief Executive Officer of Startec Global. "The
proceeds from the Offering will be used to expand and develop the
Company's network and to nearly complete our full capital
spending plan through the end of 2000. As we build out our
network, we will bring an increasing portion of our traffic
on-net and improve our cost structure" stated Mr. Mukunda.
The Senior Notes bear cash interest at a rate of 12% per
annum and were sold as a unit together with the Warrants. Each
$1,000 principal amount of Senior Notes is accompanied by a
Warrant to purchase 1.25141 shares of the Company's Common Stock
at an exercise price of $24.20 per share, or 110% of the closing
price of the Common Stock on The Nasdaq National Market on May
15, 1998. Subject to certain adjustments, a maximum of 200,226
shares of Common Stock are reserved for issuance upon exercise of
the Warrants.
Startec Global Communications Corporation is a
facilities-based international long distance carrier, which
markets its services to select ethnic U.S. residential
communities. The Company provides its services through a
flexible network of owned and leased transmission facilities,
resale arrangements and a variety of operating agreements and
termination agreements, allowing the Company to terminate traffic
worldwide.
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), Annual Report on Form 10-K for the year ended
December
31, 1997, and Quarterly Report on Form 10-Q for the three months
ended March 31, 1998.
