<PAGE>
=================================================================
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
January 31, 1999
------------------------------------------------
Date of Report (Date of earliest event reported)
STARTEC GLOBAL COMMUNICATIONS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 000-23087 52-1660985
- -----------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
Incorporation No.)
10411 Motor City Drive Bethesda, Maryland 20817
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
301-365-8959
---------------------------------------------------
Not applicable
------------------------------------------------------------
Former name or former address, if changed since last report)
=================================================================
<PAGE>
Item 5. Other Events.
Press Releases. The Company previously issued the
accompanying press releases announcing that (i) it had closed a
credit facility for $35 million with NTFC Capital Corporation,
the telecommunications financing arm of GE Capital, and (ii) it
had obtained a Class IV nationwide telecommunications license for
Germany, an interconnection agreement with Deutsche Telekom and a
Siemens EWSD switch through the acquisition of Global
Communications GmbH.
Termination of Signet Facility. In July 1997, the Company
entered into a secured revolving line of credit with Signet Bank
("Signet Facility"). The Signet Facility provided for maximum
borrowings of up to the lesser of $15 million or 85% of eligible
accounts receivable, as defined, thereafter until maturity on
December 31, 1999. The Company and First Union National Bank, as
the successor to Signet Bank, executed an Amended Credit Facility
in May 1998, which provided for certain changes to the Signet
Facility. The Board of Directors of the Company, acting pursuant
to the terms and conditions of the Signet Facility, terminated
the Signet Facility effective December 1, 1998 and paid a
one-time termination fee of $500,000.
Reorganization. As previously disclosed, the Company's
board of directors and stockholders approved a reorganization
pursuant to which the Company's corporate structure will be
realigned to that of a publicly traded Delaware holding company.
The reorganization will consist of the transfer of substantially
all of the Company's assets into a newly incorporated Delaware
subsidiary company ("New Parent"), and the subsequent transfer of
those assets to multiple subsidiaries of the New Parent. After
such transfer, the Company will be merged with and into the New
Parent. It was contemplated that the reorganization would be
completed by December 31, 1998. Due to certain regulatory and
administrative delays, the reorganization has not been completed
and is expected to be consummated during the first quarter ending
March 1999. The reorganization will not have an impact on the
consolidated financial statements of the Company.
Repricing of Stock Options. In view of the intensely
competitive environment for obtaining and retaining qualified
employees in the technology sector and the benefits to
stockholders from having highly motivated employees, on December
14, 1998, the Company repriced outstanding stock options to
purchase Company common stock held by persons other than
executive officers and directors of the Company. The repriced
options have the same terms as the original options, except that:
(i) the exercise price is $9.00 per share which was slightly
above the closing price of the common stock as of December 14,
1998; and (ii) the repriced options will not be exercisable
before June 14, 1999. The repricing reflected a determination
that the continued services to the Company of the participants in
the option repricing program and the six-month limitation of
exercisability described above constituted appropriate
consideration for the option repricing program.
Item 7. Financial Statements and Exhibits.
Exhibits
- --------
1. Press Release dated January 14, 1999.
2. Press Release dated January 28, 1999.
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
--------------------------------
Prabhav V. Maniyar
Senior Vice President and Chief
Financial Officer
Dated: February 4, 1999
EXHIBIT INDEX
Exhibit No. Description
Page
- ----------- ----------------------------------
1 Press Release dated January 14, 1999
2 Press Release dated January 28, 1999
Company Press Release
Startec Obtains $35 Million Credit Facility
January 14, 1999 - Startec Global Communications Corporation,
headquartered in Bethesda, Maryland (Nasdaq: STGC), announced
today that it has closed a credit facility for $35 million with
NTFC Capital Corporation, the financing arm of GE Capital. The
line of credit is flexible and may be used to finance switches,
associated telecommunications equipment, undersea fiber optic
cables, and the expansion of facilities in the Company's targeted
marketing areas.
"At Startec, we have previously demonstrated our ability to tap
the public equity and high yield markets, and we have now
achieved another milestone by obtaining vendor financing. This
additional financing reflects the confidence the investment
community has in our business model of positioning Startec to be
a leading carrier of telecom services to the emerging economies,"
said Ram Mukunda, President and Chief Executive Officer of
Startec.
"According to industry sources, this market niche is expected to
grow to $40 billion in revenues by 2001. Startec is building the
infrastructure and marketing prowess to capture a three to five
percent market share. The NTFC credit facility increases our
flexibility in financing our network deployment as we continue to
invest in state-of-the-art technology, make strategic
acquisitions, and introduce new products and services."
Startec Global Communications Corporation is a dual-sided
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 arrangements, allowing the Company to terminate
traffic worldwide.
Visit Startec's web site on www.startec.com
This press release contains forward-looking statements that fall
within the scope of Section 27A of the Securities Act of 1933, as
amended, and Section 21 of the Securities Exchange Act of 1934,
as amended, and are subject to the safe harbors created thereby.
Investors are reminded that any such forward-looking statements
are not guarantees of Startec Global Communications Corporation's
future performance and involve risks and uncertainties. The
Company's actual results may differ materially from the results
anticipated by the forward-looking statements contained herein as
a result of certain risk factors. These risk factors are
discussed in further detail in the Company's SEC filings.
CONTACT: Prabhav V. Maniyar
Chief Financial Officer
(301) 767 - 3944
Company Release
STARTEC ACCELERATES GERMAN EXPANSION THROUGH ACQUISITION OF
GLOBAL COMMUNICATIONS GmbH.
January 28, 1999 -- Startec Global Communications Corporation,
headquartered in Bethesda, Maryland (NASDAQ: STGC), announced
today that it has acquired a German carrier, Global
Communications GmbH for DM 9 million, or $5.4 million. This
strategic acquisition accelerates Startec's expansion into
Germany by 10 to 12 months. Global Communications GmbH has a
Class IV nationwide telecommunications license for Germany, an
interconnection agreement with Deutsche Telekom and a Siemens
EWSD switch located in Dusseldorf.
"Germany is an exciting and lucrative market, and this
acquisition allows us to jump-start our efforts there. Combined
with our POP site in Frankfurt and our cable capacity on Cantat
3, this acquisition provides us with connectivity between Germany
and our facilities in New York. We now have all the pieces
lined up to launch service in the next 60 days throughout
Germany, " said Ram Mukunda, President and Chief Executive
Officer of Startec.
With its ethnically diverse population, Germany represents a key
component of Startec's European expansion and its global
strategy. Startec targets ethnic communities concentrated in
major metropolitan areas, such as the Turkish community in
Dusseldorf, that place calls to developing countries. According
to industry sources, the worldwide niche market for international
long distance service into the developing world is expected to
reach $40 billion by the year 2001. Startec's strategy is to
position itself as the dominant carrier in this niche market.
The Class IV license allows Startec to provide nationwide
telecommunications services, while the interconnection agreement
establishes interconnection with the German PTT, Deutsche
Telekom. The Siemens EWSD switch has already completed the
Interoperability (IOP) certification testing required by Deutsche
Telekom, which typically takes 10 to 12 months to complete.
Startec Global Communications Corporation Startec Global
Communications Corporation is a dual-sided facilities-based
international long distance carrier, which markets its services
to select ethnic U.S. and European 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 arrangements,
allowing the Company to terminate traffic worldwide. The
Company's class of Common Stock trades on The Nasdaq National
Market under the symbol "STGC."
Visit Startec's web site at www.startec.com
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 21 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 changes in
market conditions, government regulation, technology, the
international telecommunications industry, 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 filings.
CONTACT: Prabhav V. Maniyar
Chief Financial Officer
(301) 767-3944
