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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
August 12, 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 August 12, 1999, Mr. Walt Anderson and Gold & Appel
Transfer, S.A., a British Virgin Island corporation (together,
the "Anderson Group"), filed an amendment (the "Amendment") to
Schedule 13D with the Securities and Exchange Commission
reflecting purchases of additional shares of the Company's
class of Common Stock and disclosing that the Anderson Group
was the beneficial owner of 1,026,050 shares or 10.53% of the
Common Stock outstanding. On the same date, the Anderson
Group also filed an Initial Statement of Beneficial Ownership
of Securities on Form 3 indicating that the Anderson Group was
then subject to the reporting and short swing recovery
provisions of Section 16 of the Securities Exchange Act of
1934 as the beneficial owner of more than ten percent of the
Common Stock.
The Company informed the Anderson Group that, under the
terms of the Company's Shareholder Rights Agreement, dated as
of March 26, 1998 (the "Rights Plan"), as the beneficial owner
of 10% or more of the shares of Common Stock then outstanding
the Anderson Group would be deemed an "Acquiring Person" and a
"Stock Acquisition Date" (as those terms are defined in the
Rights Plan) would have occurred. The Anderson Group
confirmed to the Company its friendly investment intent with
respect to its acquisitions of Common Stock and acknowledged
an inadvertent triggering of the Rights Plan. In addition,
the Anderson Group indicated that it would not acquire more
than 14.9% of the outstanding Common Stock.
On August 21, 1999, the Company's Board of Directors
approved an amendment to the Rights Plan to raise the
threshold at which a person is deemed to be an Acquiring
Person from 10% to 15% to prevent the inadvertent triggering
of the dilutive provisions of the Rights Plan. In approving
the amendment, the Board reaffirmed its determination that the
Rights Plan provides a valuable and necessary means for
protecting all stockholders against acquisition offers the
Board believes to be inadequate, coercive or otherwise unfair,
and that the 15% trigger was more in line with many other
rights plans.
A copy of Amendment No. 1 to Shareholder Rights Agreement
is attached as Exhibit A.
Item 7. Financial Statements and Exhibits.
Exhibits
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99.1 First Amendment to Shareholders Rights
Agreement, dated as of August 21, 1999, between
Startec Global Communication Corporation and
Continental Stock Transfer & Trust Company.
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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/ SUBHASH PAI
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Subhash Pai
Vice President and Controller
Dated: August 25, 1999
FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
This First Amendment to Shareholder Rights Agreement (the
"Amendment") is entered into as of August 21, 1999, by and
between Startec Global Communications Corporation, a Delaware
corporation (the "Company"), and Continental Stock Transfer &
Trust Company, a New York company (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Shareholder Rights Agreement dated as of March
26, 1998 (the "Agreement");
WHEREAS, pursuant to Section 27 of the Agreement, the
Board of Directors deems it desirable and in the best
interests of the Company and its stockholders to amend the
Agreement as set forth below; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by all of the members of the Board of
Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and
not otherwise defined herein shall have the meanings
attributed to such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1. The introductory paragraph of the Agreement
is amended to reflect that the Company is a Delaware
corporation.
2.2. The definition of "Acquiring Person" in
Section 1 of the Agreement is deleted in its entirety and is
replaced with the following:
""Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which,
together with all Affiliates and Associates (as
such terms are hereinafter defined) of such
Person, shall be the Beneficial Owner (as such
term is hereinafter defined) of 15% or more of
the shares of Common Stock then outstanding,
but shall not include an Exempt Person (as such
term is hereinafter defined). Notwithstanding
the foregoing, however, if the Board of
Directors of the Company determines that a
Person that would otherwise be an Acquiring
Person hereunder has become such inadvertently,
and such Person as promptly as practicable
thereafter (but in no event later than (x) the
date that is 10 Business Days after the Stock
Acquisition Date or (y) such later date that
the Board of Directors has, prior to such tenth
Business Day, set), enters into such other
agreement or arrangement as the Board of
Directors of the Company approves, then such
Person shall not be deemed to be an Acquiring
Person for any purpose of this Agreement. All
determinations as to whether any Person is or
is not an Acquiring Person under this
definition shall be made by the Board of
Directors of the Company, and such
determinations shall be conclusive and
binding upon all holders of Rights."
2.3. The definition of "Company" in Section 1 of
the Agreement is hereby amended to reflect that the Company is
a Delaware corporation.
2.4. The definition of "Distribution Date" in
Section 1 of the Agreement is hereby amended as follows: In
the first line of the definition under item (i), "tenth day"
is replaced by "tenth Business Day" and in the last line of
the definition, the percentage "10%" is replaced by "15%."
2.5 The definition of "Exempt Person" in Section 1
of the Agreement is hereby amended as follows: In the eighth,
forty-fourth and forty-seventh lines of the definition, the
percentage "10%" is replaced by "15%."
2.6 Section 32 of the Agreement is deleted in its
entirety and is replaced with the following:
"This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to
be a contract made under the laws of the State
of Delaware and for all purposes shall be
governed by and construed in accordance with
the laws of such State."
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of
the terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of
conflicts) of the State of Delaware.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose.
6. Counterparts. This Amendment may be executed in one
or more counterparts each of which when so executed and
delivered will be deemed an original but all of which will
constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
By: /s/ PRABHAV V. MANIYAR
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Prabhav V. Maniyar
Senior Vice President and Chief
Financial Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ R. BERNHAMMER
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R. Bernhammer
Vice President
