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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): December 8, 1999
DESTIA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-33117 11-3132722
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Destia Communications, Inc.
95 Rte. 17 South
Paramus, New Jersey 07652
(Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: (201) 226-4500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Change in Control.
On December 8, 1999, pursuant to an Agreement and Plan of Merger dated
as of August 27, 1999 (the "Merger Agreement"), Viatel Acquisition Corp.
("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of Viatel,
Inc. ("Viatel") merged with and into Destia Communications, Inc. ("Destia"), a
Delaware corporation (the "Merger"). Under the terms of the Merger Agreement,
Destia stockholders will receive 0.445 of a share of Viatel's common stock in
exchange for each share of Destia common stock outstanding at the effective time
of the Merger. As a result of the consummation of the Merger, Destia continued
as the surviving corporation and has become a wholly-owned subsidiary of Viatel.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed with this Report.
Exhibit No. Description.
2.1 Agreement and Plan of Merger by and among
Viatel, Inc., Viatel Acquisition Corp. and
Destia Communications, Inc., dated as of
August 27, 1999 (incorporated by reference to
Exhibit 2.1 of Destia's Current Report on
Form 8-K, dated August 30, 1999).
99.1 Press Release of Viatel, Inc., dated
December 8, 1999.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DESTIA COMMUNICATIONS, INC.
Date: December 17, 1999 By: /s/ James P. Prenetta
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Name: James P. Prenetta
Title: Secretary
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EXHIBIT INDEX
Exhibit No. Description.
2.1 Agreement and Plan of Merger by and among Viatel,
Inc., Viatel Acquisition Corp. and Destia
Communications, Inc., dated as of August 27, 1999
(incorporated by reference to Exhibit 2.1 of Destia's
Current Report on Form 8-K, dated August 27, 1999).
99.1 Press Release of Viatel, Inc., dated December 8,
1999.
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FOR IMMEDIATE RELEASE
Contact: Glenn K. Davidson, Vice President, Corporate Communications & External
Affairs +1-212-350-9214, or [email protected]
VIATEL COMPLETES ACQUISITION OF DESTIA COMMUNICATIONS
NEW YORK, NY (DECEMBER 8, 1999) - VIATEL, INC. (NASDAQ: VYTL) today announced
that it has completed its acquisition of DESTIA COMMUNICATIONS, INC. (NASDAQ:
DEST).
Concerning the acquisition, Michael J. Mahoney, Viatel's Chairman, President and
Chief Executive Officer, stated: "The completion of this merger puts Viatel
firmly on track for meeting its objective of becoming Europe's premier provider
of integrated telecommunications services. The merger capitalizes on Viatel's
celebrated Circe Pan-European Network, its brand awareness in Europe, and its
solid management as well as on Destia's sizeable customer base, its innovative
product work, its marketing prowess, and its strong management and back office
operations."
OPERATIONAL HIGHLIGHTS OF THE COMBINED COMPANY INCLUDE:
- - A global network that includes:
-- Europe's largest, state-of-the-art, fresh-dig, cross-border, broadband
network,
-- Trans-Atlantic capacity,
-- State-of-the-art international network operations centers, and
-- Network points of interconnection in over 200 cities;
- - Operations in 9 European countries and the United States;
- - Over 700,000 customers worldwide;
- - A broad portfolio of telecommunications services to carriers, ISPs,
businesses and individual consumers; and
FINANCIAL HIGHLIGHTS OF THE COMBINED COMPANY INCLUDE:
- - Market capitalization of approximately US$2.0 billion; and
- - Latest quarter annualized consolidated revenues of over US$600.0 million.
In the merger, each share of Destia Common Stock is being converted into 0.445
share of common stock of Viatel, Inc. Effective today, Destia Communications'
stock will no longer be traded on the Nasdaq Stock Market. The combined company
will have approximately 47 million outstanding shares.
Concurrent with the closing of its acquisition of Destia, Viatel also completed
its exchange offer whereby it exchanged $686.03 principal amount of its 11.50%
senior dollar notes due 2009 and US$71.24 in cash (of which US$20 of the cash
payment represented a consent fee) for each 11.0% senior discount notes due 2008
of Destia Communications. All of Destia's 11.0% senior discount notes were
tendered for exchange. Further, Viatel completed a private placement of
approximately US$64 million of 11.50% notes, the proceeds of which will be used
to meet the company's obligations under the exchange offer and to purchase
collateral for the 11.50% notes.
-more-
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The combined company is an integrated provider of communications services -
including voice, data, Web access and bandwidth - in over 230 countries and
territories worldwide. Its customers include individual consumers, businesses,
Internet service providers, other carriers and resellers. The Company currently
operates a global network which includes one of the largest pan-European
networks, international gateways in London and New York, state-of-the-art
international network operations centers, network points of interconnection in
over 200 cities, and a direct sales force throughout Western Europe.
# # #
CERTAIN MATTERS DISCUSSED IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES, INCLUDING CONSTRUCTION RISKS AND OTHER RISKS
DETAILED FROM TIME TO TIME IN EACH COMPANY'S REGISTRATION STATEMENTS AND REPORTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THOSE CONTAINED IN
THEIR RESPECTIVE ANNUAL REPORTS ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1998
