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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
March 26, 1999
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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)
Delaware 000-23087 52-2099559
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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
On March 26, 1999 Startec Global Communications Corporation,
a Maryland corporation ("Startec Maryland"), completed its
reorganization into a Delaware holding company structure through
a merger ("Merger") with and into a newly-formed subsidiary
corporation, Startec Global Holding Corporation, a Delaware
corporation ("Startec Delaware").
Startec Delaware was the surviving corporation in the
Merger. The Merger was effected pursuant to the Agreement and
Plan of Merger dated June 30, 1998 by and between Startec
Maryland and Startec Delaware (the "Merger Agreement"), which
Merger Agreement was duly approved by the stockholders of Startec
Maryland at their 1998 annual meeting. Simultaneously with the
Merger, Startec Delaware's certificate of incorporation was
amended to change its name to Startec Global Communications
Corporation.
In connection with the Merger and pursuant to the Merger
Agreement, each outstanding share of Startec Maryland's common
stock, par value $.01 per share, was automatically converted into
one share of Startec Delaware common stock, par value $.01 per
share ("Delaware Common Stock"), with the result that Startec
Delaware, under its changed name of Startec Global Communications
Corporation, is now the publicly held corporation and Startec
Maryland has been merged out of existence by operation of law.
The stockholders of Startec Maryland immediately prior to the
Merger are the stockholders of Startec Delaware immediately after
the Merger. Startec Delaware's common stock will continue to
trade on the NASDAQ National Market under the symbol "STGC," the
same trading symbol under which Startec Maryland's common stock
traded.
The conversion of shares of Startec Maryland common stock
into Delaware Common Stock in the Merger occurred without the
physical exchange of certificates. Accordingly, certificates
formerly representing shares of Startec Maryland common stock are
deemed to represent shares of Delaware Common Stock until any
such certificates are submitted to Startec Delaware's transfer
agent for transfer.
The shares of Delaware Common Stock are deemed to be
registered under Section 12(g) of the Securities Act of 1934, as
amended, pursuant to Rule 12g-3(a) promulgated thereunder.
The Proxy Statement/Prospectus dated July 1, 1998, which is
part of the Registration Statement on Form S-4 (File No. 333-
58321) originally filed on July 1, 1998, containing information
regarding the Merger, is incorporated herein by reference as an
exhibit hereto.
Item 7. Financial Statements and Exhibits.
Exhibits
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2 Agreement and Plan of Merger dated as of June 30, 1998 by
and between Startec Maryland and Startec Delaware.
Incorporated by reference from Annex B to the Proxy
Statement/Prospectus dated July 1, 1998, which forms part of
the Registration Statement on Form S-4 (File No. 333-58321)
filed on July 1, 1998.
3.1 Restated Certificate of Incorporation of Startec Delaware.
Incorporated by reference from Annex C to the Proxy
Statement/Prospectus dated July 1, 1998, which forms part of
the Registration Statement on Form S-4 (File No. 333-58321)
filed on July 1, 1998.
3.2 Bylaws of Startec Delaware. Incorporated by reference from
Annex D to the Proxy Statement/Prospectus dated July 1,
1998, which forms part of the Registration Statement on Form
S-4 (File No. 333-58321) filed on July 1, 1998.
99 Proxy Statement/Prospectus dated July 1, 1998, which forms
part of the Registration Statement on Form S-4 (File No.
333-58321) filed on July 1, 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/ PRABHAV V. MANIYAR
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Prabhav V. Maniyar
Senior Vice President and Chief
Financial Officer
Dated: March 30, 1999
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EXHIBIT INDEX
Exhibit Page
No. Description No.
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2 Agreement and Plan of Merger dated as of June
30, 1998 by and between Startec Maryland and
Startec Delaware. Incorporated by reference
from Annex B to the Proxy
Statement/Prospectus dated July 1, 1998,
which forms part of the Registration
Statement on Form S-4 (File No. 333-58321)
filed on July 1, 1998.
3.1 Restated Certificate of Incorporation of
Startec Delaware. Incorporated by reference
from Annex C to the Proxy
Statement/Prospectus dated July 1, 1998,
which forms part of the Registration
Statement on Form S-4 (File No. 333-58321)
filed on July 1, 1998.
3.2 Bylaws of Startec Delaware. Incorporated by
reference from Annex D to the Proxy
Statement/Prospectus dated July 1, 1998,
which forms part of the Registration
Statement on Form S-4 (File No. 333-58321)
filed on July 1, 1998.
99 Proxy Statement/Prospectus dated July 1,
1998, which forms part of the Registration
Statement on Form S-4 (File No. 333-58321)
filed on July 1, 1998 is incorporated herein
by reference.
