<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1999
REGISTRATION NO. 333-10556
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NETIA HOLDINGS S.A.
<TABLE>
<S> <C> <C>
4813 POLAND NOT APPLICABLE
(Primary Standard Industrial (State or other jurisdiction (I.R.S. Employer
Classification Code Number) of incorporation or Identification
organization) No)
</TABLE>
UL. POLECZKI 13
02-822 WARSAW, POLAND
(011)(48) 22 648 4500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------------------
CT CORPORATION SYSTEM
1633 BROADWAY, NEW YORK, NY 10019
(212) 664 1666
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
------------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C> <C>
MATTHEW BLOCH, ESQ. WILLIAM K. SIEVERS, ESQ. MARK STEGEMOELLER, ESQ.
WEIL, GOTSHAL & MANGES LLP WEIL, GOTSHAL & MANGES LATHAM & WATKINS
767 FIFTH AVENUE ONE SOUTH PLACE ONE ANGEL COURT
NEW YORK, NEW YORK 10153 LONDON, EC2M 2WG LONDON EC2R 7HJ
(212) 310-8000 (011)(44)(171) 903-1000 (011)(44)(171) 374-4444
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
The Registration Statement on Form F-1 (Reg. No. 333-10556) (the
"Registration Statement") filed by Netia Holdings S.A. (the "Registrant") was
declared effective by the Securities and Exchange Commission (the "Commission")
on July 27, 1999. The Registrant sold 5,500,000 American Depositary Shares (the
"ADSs"), representing 5,500,000 of its common shares (the "Common Shares"), to
the public in an offering that was completed on August 3, 1999. However, as
noted in the Registration Statement and in the prospectus constituting a part
thereof, while upon completion of this transaction, the ADSs were sold and paid
for, and trading in the ADSs commenced on the Nasdaq National Market, the Common
Shares underlying the ADSs could not be issued by the Registrant to the ADS
depositary until the capital increase relating to the issuance of the Common
Shares was registered with the Commercial Court in Warsaw (the "Commercial
Court"), and all trading in the ADSs would be subject to cancellation in the
event the registration of the capital increase did not take place by an
agreed-upon date.
To address this concern, the Registrant undertook to file a post-effective
amendment to the Registration Statement for the purpose of submitting as an
exhibit a opinion of counsel addressing the legality of the issuance of the
underlying Common Shares upon completion of the registration of the capital
increase by the Commercial Court.
On September 16, the Commercial Court registered the capital increase and on
September 17, 1999, the Registrant issued the Common Shares to the ADS
depositary.
The Registrant is filing this post-effective amendment to the Registration
Statement in satisfaction of the undertaking referred to above.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
1.1 Form of the Underwriting Agreement.*
3.1 The Formation Deed of Netia Holdings S.A. (English translation) (incorporated herein by reference to
Exhibit 3.2 to Netia's Registration Statement on Form F-4, filed with the Securities and Exchange
Commission on January 30, 1998, as amended, declared effective on April 30, 1998 (File No. 333-8272)
(the "Exchange Offer Registration Statement").*
3.2 Amended and Restated Statute of Netia Holdings S.A. (English translation) (incorporated herein by
reference to Exhibit 3.2 to the Company's Annual Report on Form 20-F, filed with the Securities and
Exchange Commission on June 29, 1999 (the "1998 Annual Report").*
4.1 Senior Notes Indenture, dated as of November 3, 1997, among Netia Holdings B.V., Netia Holdings S.A.
and State Street Bank and Trust Company, as trustee, relating to Netia Holdings B.V.'s 10 1/4% Senior
Notes due 2007 and 10 1/4% Series B Senior Notes due 2007 (incorporated herein by reference to Exhibit
4.1 to the Exchange Offer Registration Statement).*
4.1(a) Supplemental Indenture, dated as of December 1, 1998, among Netia Holdings B.V., Netia Holdings S.A.
and State Street Bank and Trust Company, as trustee, relating to the Senior Notes Indenture included
herein as Exhibit 4.1 (incorporated herein by reference to Exhibit 4.1(a) to the 1998 Annual Report).*
4.2 Senior Discount Notes Indenture, dated as of November 3, 1997, among Netia Holdings B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to Netia Holdings B.V.'s
11 1/4% Senior Discount Notes due 2007 and 11 1/4% Series B Senior Discount Notes due 2007
(incorporated herein by reference to Exhibit 4.2 to the Exchange Offer Registration Statement).*
4.2(a) Supplemental Indenture, dated as of December 1, 1998, among Netia Holdings B.V., Netia Holdings S.A.
and State Street Bank and Trust Company, as trustee, relating to the Senior Discount Notes Indenture
included herein as Exhibit 4.2 (incorporated herein by reference to Exhibit 4.2(a) to the 1998 Annual
Report).*
4.3 Senior Discount Notes Indenture, dated as of November 3, 1997, among Netia Holdings B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to Netia Holdings B.V.'s
11% Senior (DM) Discount Notes due 2007 and 11% Series B Senior Discount Notes due 2007 (incorporated
herein by reference to Exhibit 4.3 to the Exchange Offer Registration Statement).*
4.3(a) Supplemental Indenture, dated as of December 1, 1998, among Netia Holdings B.V., Netia Holdings S.A.
and State Street Bank and Trust Company, as trustee, relating to the Senior Discount Notes Indenture
included herein as Exhibit 4.3 (incorporated herein by reference to Exhibit 4.3(a) to the 1998 Annual
Report).*
4.4 Form of 10 1/4% Series B Senior Note due 2007 (included in Exhibit 4.1).*
4.5 Form of 11 1/4% Series B Senior Discount Note due 2007 (included in Exhibit 4.2). *
4.6 Form of 11% Series B Senior Discount Note due 2007 (included in Exhibit 4.3).*
4.7 Registration Rights Agreement, dated as of November 3, 1997, among Netia Holdings B.V., Netia Holdings
S.A. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Capital
Markets Bank Frankfurt/Main Branch and Chase Securities Inc. (incorporated herein by reference to
Exhibit 10.1 to the Exchange Offer Registration Statement).*
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
4.8 Escrow Agreement, dated as of November 3, 1997, between Netia Holdings S.A. and State Street Bank and
Trust Company (incorporated herein by reference to Exhibit 10.2 to the Exchange Offer Registration
Statement).*
4.9 Senior Euro Notes Indenture, dated as of June 10, 1999, among Netia Holdings II B.V., Netia Holdings
S.A. and State Street Bank and Trust Company, as trustee, relating to the 13 1/2% Senior Euro Notes due
2009 (incorporated herein by reference to Exhibit 4.9 to the 1998 Annual Report).*
4.10 Senior Dollar Notes Indenture, dated as of June 10, 1999, among Netia Holdings II B.V., Netia Holdings
S.A. and State Street Bank and Trust Company, as trustee, relating to the 13 1/8% Senior Dollar Notes
due 2009 (incorporated herein by reference to Exhibit 4.10 to the 1998 Annual Report).*
4.11 Form of 13 1/2% Senior Euro Note due 2009 (included in Exhibit 4.9).
4.12 Form of 13 1/8% Senior Dollar Note due 2009 (included in Exhibit 4.10).
4.13 Registration Rights Agreement, dated as of June 10, 1999, by and among Netia Holdings II B.V., Netia
Holdings S.A., Donaldson, Lufkin & Jenrette International and Chase Manhattan International Limited
(incorporated herein by reference to Exhibit 4.13 to the 1998 Annual Report).*
4.14 Euro Investment Agreement, dated as of June 10, 1999, by and among Netia Telekom S.A., Netia South Sp.
z o.o. and State Street Bank and Trust Company, as trustee (incorporated herein by reference to Exhibit
4.14 to the 1998 Annual Report).*
4.15 Dollar Investment Agreement, dated as of June 10, 1999, by and among Netia Telekom S.A., Netia South
Sp. z o.o. and State Street Bank and Trust Company, as trustee (incorporated herein by reference to
Exhibit 4.15 to the 1998 Annual Report).*
4.16 Form of Deposit Agreement, dated as of , 1999, among Netia Holdings S.A., The Bank of New York,
as depositary and the holders from time to time of American Depositary Shares issued thereunder.*
4.17 Form of American Depositary Receipt (included in Exhibit 4.16).
4.18 Form of Escrow Agreement, dated as of , 1999, among Netia Holdings S.A., the Selling Shareholders
and ING Bank N.V. Warsaw, as escrow agent.*
5.1 Opinion of Weil, Gotshal & Manges Sp. z o.o.*
5.1(a) Opinion of Weil, Gotshal & Manges Sp. z o.o.+
5.1(b) Opinion of Weil, Gotshal & Manges LLP as to certain tax matters.*
10.1 Equity Undertaking, dated as of July 21, 1997, among Telia AB and Netia Telekom S.A. in favor of Chase
Manhattan International Limited (incorporated herein by reference to Exhibit 10.1 to the 1998 Annual
Report).*
10.2 Multicurrency Term Facilities Agreement ("Netia South Facility Agreement"), dated September 19, 1997,
between Netia South Sp. z o.o., Netia Telekom Silesia S.A., Optimus Inwest S.A. and Polskie Telmedia
S.A., as original borrowers and guarantors, Telekom Building Sp. z o.o., as original guarantor, Bank
Handlowy w Warszawie S.A. and Chase Manhattan PLC, as arrangers, Chase Manhattan International Limited,
as agent and security trustee, Bank Handlowy w Warszawie S.A., as security agent and the other lenders
parties thereto (incorporated herein by reference to Exhibit 10.2 to the 1998 Annual Report).*
10.2(a) Amendment No. 1 to the Netia South Facility Agreement ("Amendment No. 1"), dated as of October 21, 1998
(incorporated herein by reference to Exhibit 10.2(a) to the 1998 Annual Report).*
10.2(b) Amendment letter from Clifford Chance to the Amendment No. 1, dated as of November 26, 1998
(incorporated herein by reference to Exhibit 10.2(b) to the 1998 Annual Report).*
10.2(c) Amendment letter to the Netia South Facility Agreement, dated as of January 25, 1999 (incorporated
herein by reference to Exhibit 10.2(c) to the 1998 Annual Report).*
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
10.2(d) Amendment letter to the Netia South Facility Agreement, dated as of March 15, 1999 (incorporated herein
by reference to Exhibit 10.2(d) to the 1998 Annual Report).*
10.3 Equity Undertaking, dated as of September 19, 1997, between Netia Holdings S.A. and Netia South Sp. z
o.o. in favor of Chase Manhattan International Limited (incorporated herein by reference to Exhibit
10.4 to the Exchange Offer Registration Statement).*
10.4 Shareholder's Guarantee, dated as of September 23, 1997, by Netia Holdings S.A. and Netia South Sp. z
o.o. in favor of Chase Manhattan International Limited (incorporated herein by reference to Exhibit
10.10 to the Exchange Offer Registration Statement).*
10.5 Share Purchase Agreement, dated as of September 22, 1997, among Netia Holdings S.A., Netia Telekom
S.A., Telia AB and the European Bank of Reconstruction and Development ("EBRD") (incorporated herein by
reference to Exhibit 10.8 to the Exchange Offer Registration Statement).*
10.6 Share Pledge Agreement, dated as of September 22, 1997, among Netia Holdings S.A., EBRD and Netia
Telekom S.A. (incorporated herein by reference to Exhibit 10.9 to the Exchange Offer Registration
Statement).*
10.7 Letter Agreement, dated as of August 24, 1998, between Netia Holdings S.A. and Telia AB (publ.)
regarding the sale of EBRD equity interest in Netia Telekom (incorporated herein by reference to
Exhibit 10.7(a) to the 1998 Annual Report).*
10.8 Shareholders' Agreement, dated as of December 11, 1995, between Netia Holdings S.A. and Telia AB
regarding investment in Netia Telekom S.A. (incorporated herein by reference to Exhibit 10.8 to the
Exchange Offer Registration Statement).*
10.9 Amendment No. 1, dated as of February 21, 1996, to Shareholders' Agreement dated as of December 11,
1995, between Netia Holdings S.A. and Telia AB regarding investment in Netia Telekom S.A. (incorporated
herein by reference to Exhibit 10.15 to the Exchange Offer Registration Statement).*
10.10 Amendment No. 2, dated as of June 26, 1996, to Shareholders' Agreement, dated as of December 11, 1995,
between Netia Holdings S.A. and Telia AB regarding investment in Netia Telekom S.A. (incorporated
herein by reference to Exhibit 10.16 to the Exchange Offer Registration Statement).*
10.11 Amendment No. 3, dated as of September 15, 1997, to Shareholders' Agreement dated as of December 11,
1995, between Netia Holdings S.A. and Telia AB regarding investment in Netia Telekom S.A. (incorporated
herein by reference to Exhibit 10.17 to the Exchange Offer Registration Statement).*
10.12 Operational Support and Supervision Agreement, dated as of September 15, 1997, between Netia Telekom
S.A. and Telia AB (incorporated herein by reference to Exhibit 10.31 to the Exchange Offer Registration
Statement).*
10.13 Operational Support and Supervision Agreement, dated as of September 15, 1997, between Netia South Sp.
z o.o. and Telia AB (incorporated herein by reference to Exhibit 10.32 to the Exchange Offer
Registration Statement).*
10.14 Shareholders' Agreement, dated as of October 23, 1996, between Netia Holdings S.A. and Telia AB
regarding investment in Netia South Sp. z o.o. (incorporated herein by reference to Exhibit 10.12 to
the Exchange Offer Registration Statement).*
10.15 Amendment No. 1, dated as of September 15, 1997, to Shareholders' Agreement dated as of October 23,
1996, between Netia Holdings S.A. and Telia AB regarding investment in Netia South Sp. z o.o.
(incorporated herein by reference to Exhibit 10.13 to the Exchange Offer Registration Statement).*
10.16 Exchange Stock Option Agreement, dated as of September 15, 1997, among, INTER ALIA, Netia Holdings S.A.
and Telia AB (incorporated herein by reference to Exhibit 10.18 to the Exchange Offer Registration
Statement).*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
10.17 Incentive Stock Option Agreement, dated as of September 15, 1997, among, INTER ALIA, Netia Holdings
S.A. and Telia AB (incorporated herein by reference to Exhibit 10.19 to the Exchange Offer Registration
Statement).*
10.18 Amended and Restated Option Exercise Agreement, dated as of December 18, 1998, among Netia Holdings
S.A., Dankner Investments Limited, Trefoil Capital Investors, L.P., Shamrock Holdings, Inc., GS Capital
Partners L.P., Bridge Street Fund 1994, L.P., Stone Street Fund 1994, L.P. and Telia AB (publ.)
(incorporated herein by reference to Exhibit 10.18 to the 1998 Annual Report).*
10.18(a) Amendment No. 1 to the Amended and Restated Option Exercise Agreement dated as of April 15, 1999
(incorporated herein by reference to Exhibit 10.18(a) to the 1998 Annual Report).*
10.19 Pre-IPO Shareholders' Agreement, dated as of December 18, 1998, among Netia Holdings S.A., Dankner
Investments Limited, Trefoil Capital Investors, L.P., Shamrock Holdings, Inc., GS Capital Partners
L.P., Bridge Street Fund 1994, L.P., Stone Street Fund 1994, L.P. and Telia AB (publ.) (incorporated
herein by reference to Exhibit 10.19 to the 1998 Annual Report).*
10.20 Form of Post-IPO Shareholders' Agreement to be entered into among Telia AB (publ.), Dankner Investment
Ltd., Trefoil Capital Investors L.P., Shamrock Holdings Inc. and Netia Holdings S.A. (incorporated
herein by reference to Exhibit 10.20 to the 1998 Annual Report).*
10.21 Form of Post-IPO Shareholders' Agreement to be entered into among Dankner Investment Ltd., Trefoil
Capital Investors L.P., Shamrock Holdings Inc., GS Capital Partners L.P., Bridge Street Fund 1994,
L.P., Stone Street Fund 1994, L.P. and Netia Holdings S.A. (incorporated herein by reference to Exhibit
10.21 to the 1998 Annual Report).*
10.22 Subscription Agreement, dated May 19, 1999, between Netia Holdings S.A. and Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands
Equity Partners III, C.V. (incorporated herein by reference to Exhibit 10.22 to the 1998 Annual
Report).*
10.23 Network Construction and Delivery Contract, dated as of August 3, 1995, between Telekom Torun Sp. z
o.o. and Alcatel Contracting S.A. (incorporated herein by reference to Exhibit 10.20 to the Exchange
Offer Registration Statement).*
10.23(a) Amendment No. 1, dated as of September 29, 1995, to the Network Construction and Delivery Contract
dated August 3, 1995, between Telekom Torun Sp. z o.o. and Alcatel Contracting S.A. (incorporated
herein by reference to Exhibit 10.21 to the Exchange Offer Registration Statement).*
10.23(b) Amendment No. 2, dated as of December 18, 1995, to the Network Construction and Delivery Contract dated
August 3, 1995, between Telekom Torun Sp. z o.o. and Alcatel Contracting S.A., including forms of
Guaranty made by each of Netia Telekom S.A. (formerly R.P. Telekom S.A.) and Telia AB, in favor of
Alcatel Contracting S.A., and form of Subordinated Loan Agreement between Netia Telekom S.A., as
borrower, and Alcatel Contracting S.A. and Alcatel Polska Sp. z o.o., as lenders (incorporated herein
by reference to Exhibit 10.22 to the Exchange Offer Registration Statement).*
10.24 Network Construction and Delivery Contract, dated as of July 3, 1996, between Netia Telekom Jozefow,
Alcatel Polska S.A. and Alatel Contracting S.A. (incorporated herein by reference to Exhibit 10.24 to
the 1998 Annual Report).*
10.25 Subordinated Loan Agreement, dated as of July 3 1996, between Netia Telekom S.A, Alcatel Contracting
S.A. and Alcatel Polska S.A. in connection with the Network Construction and Delivery Contract for
Telekom Jozefow (incorporated herein by reference to Exhibit 10.25 to the 1998 Annual Report).*
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
10.26 Strategic Alliance Agreement, dated as of June 26, 1996, with R.P. Telekom S.A., Telia AB, Netia
Telekom S.A., Sprint R.P. Telekom Sp. z o.o. and Alcatel Polska S.A. (incorporated herein by reference
to Exhibit 10.25 to the 1998 Annual Report).*
10.26(a) Amendment No. 1 to the Strategic Alliance Agreement, dated as of August 21, 1996 (incorporated herein
by reference to Exhibit 10.26(a) to the 1998 Annual Report).*
10.27 Subordinated Loan Agreement, dated as of October 10, 1997, between Netia South Sp. z o.o., Netia
Telekom Silesia S.A., Alcatel Contracting S.A. and Alcatel Polska S.A. (incorporated herein by
reference to Exhibit 10.27 to the 1998 Annual Report).*
10.28 Subordination Agreement, dated as of October 10, 1997, between Netia South Sp. z o.o., Netia Telekom
Silesia S.A., Alcatel Contracting S.A., Alcatel Polska S.A. and Chase Manhattan International Limited
(incorporated herein by reference to Exhibit 10.28 to the 1998 Annual Report).*
10.29 Network Construction and Delivery Contract, dated as of July 3, 1996, between Telekom Kujawy Sp. z o.o.
and Alcatel Polska S.A. ("Telkom Kujawy Network Construction and Delivery Contract") (incorporated
herein by reference to Exhibit 10.29 to the 1998 Annual Report).*
10.30 Network Construction and Delivery Contract, dated as of July 25, 1996, between Telekom Kalisz Sp. z
o.o., Alcatel Contracting S.A. and Alcatel Polska S.A. ("Telekom Kalisz Network Construction and
Delivery Contract") (incorporated herein by reference to Exhibit 10.30 to the 1998 Annual Report).*
10.30(a) Guaranty of Netia Telekom S.A., dated as of July 25, 1996, in favor of Alcatel Contracting S.A. under
the Telekom Kalisz Network Construction and Delivery Contract (incorporated herein by reference to
Exhibit 10.30(a) to the 1998 Annual Report).*
10.31 Guaranties by Netia Telekom S.A., dated as of July 3, 1996, in favor of Alcatel Contracting S.A. under
the Network Construction and Delivery Contracts with Telekom Warszawa (Josefow) Sp. z o.o., Netia
Telekom Mazowsze (ROL-TEL) S.A. and Netia Telekom Wloclawek (Kujawy) (incorporated herein by reference
to Exhibit 10.31 to the 1998 Annual Report).*
10.32 Delivery and Installation Contract, dated as of August 12, 1998, by and between Netia South Sp. z o.o.
and Lucent Technologies Poland S.A. (incorporated herein by reference to Exhibit 10.32 to the 1998
Annual Report).*
10.33 Frame Agreement for Radio in the Local Loop Systems, dated as of August 27, 1998, by and between Netia
Telekom S.A., Netia South Sp.z o.o. and Innowave Tadiran Telecommunications Ltd. (incorporated herein
by reference to Exhibit 10.33 to the 1998 Annual Report).*
10.34 Frame Agreement for Radio Relay Systems Delivery and Services, dated as of October 20, 1998, by and
between Netia South Sp. z o.o. and Ericsson Polska (incorporated herein by reference to Exhibit 10.34
to the 1998 Annual Report).*
10.35 Access System Contact, dated December 23, 1998, by and between Netia South Sp. z o.o. and Robert Bosch
Sp. z o.o. (Bosch Telecom GmbH) (incorporated herein by reference to Exhibit 10.35 to the 1998 Annual
Report).*
10.36 Commission and Agency Agreement, dated as of November 25, 1997 by and between Polski Bank Rozwoju S.A.
and Netia Telekom S.A. (the "Telbank Option Agreement") (incorporated herein by reference to Exhibit
10.36 to the 1998 Annual Report).*
10.37 Agreement of Cooperation, dated July 3, 1998, by and between Telbank S.A. and certain subsidiaries of
Netia Holdings S.A. (incorporated herein by reference to Exhibit 10.37 to the 1998 Annual Report).*
10.38 Share Purchase Agreement and Share Purchase Option Agreement, dated as of December 17, 1996, among
Netia Holdings S.A. and Andrzej Radziminski (incorporated herein by reference to Exhibit 10.23 to the
Exchange Offer Registration Statement).*
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
10.39 Share Purchase Agreement and Share Purchase Option Agreement, dated as of December 17, 1996, between
Netia Holdings S.A. and Aleksander Szwarc (incorporated herein by reference to Exhibit 10.24 to the
Exchange Offer Registration Statement).*
10.40 Consultancy Agreement, dated as of September 13, 1996, among Netia Holdings S.A. and Galopus Co. Ltd.,
as amended on November 15, 1996 and January 30, 1997 (incorporated herein by reference to Exhibit 10.26
to the Exchange Offer Registration Statement).*
10.41 New Consultancy Agreement, dated as of January 1, 1998, between Galopus Co. Limited and Netia Holdings
S.A. (incorporated herein by reference to Exhibit 10.32 to our Annual Report on Form 20-F, filed with
the Securities and Exchange Commission on June 31, 1998 (the "1997 Annual Report").*
10.42 Stock Appreciation Agreement, dated as of September 13, 1996, among Netia Holdings S.A. and Galopus Co.
Ltd., as amended on November 15, 1996 and January 30, 1997 (incorporated herein by reference to Exhibit
10.27 to the Exchange Offer Registration Statement).*
10.42(a) Amendment No. 3 to the Stock Appreciation Agreement, dated January 1, 1998, contained in Exhibit 10.41
hereto (incorporated herein by reference to Exhibit 10.42(a) to the 1998 Annual Report).*
10.43 Consultancy Agreement, dated as of June 24, 1996, among Netia Holdings S.A. and R.P. Investments Sp. z
o.o. (incorporated herein by reference to Exhibit 10.28 to the Exchange Offer Registration Statement).*
10.44 Consultancy Agreement, dated as of June 24, 1996, between Netia Holdings and Necessitas Sp. z o.o.
(incorporated herein by reference to Exhibit 10.30 to the Exchange Offer Registration Statement).*
10.45 Consultancy Agreement, dated February 17, 1997, between Netia Telekom S.A. and Grupa Biznesowa Celia
Sp. z o.o. (incorporated herein by reference to Exhibit 10.45 to the 1998 Annual Report).*
10.46 Acquisition Agreement, dated as of October 15, 1996, among Netia Telekom S.A., Netia South Sp. z o.o.,
R.P. Telekom S.A., Telia AB, Optimus Corporation Limited, Optimus Invest S.A., Polskie Telmedia S.A.
and Optimus S.A. (incorporated herein by reference to Exhibit 10.33 to the 1997 Annual Report).*
10.47 Consultancy Agreement, dated June 29, 1998, between Netia Telekom S.A. and Optimus S.A. (incorporated
herein by reference to Exhibit 10.47 to the 1998 Annual Report).*
10.48 Shareholders' and Share Option Agreement, dated July 16, 1998 between Netia Telekom S.A. and Jan Guz
(incorporated herein by reference to Exhibit 10.48 to the 1998 Annual Report).*
10.49 Services Agreement, dated as of April 19, 1999, between Netia Holdings S.A. and Netia Network S.A.
(incorporated herein by reference to Exhibit 10.49 to the 1998 Annual Report).*
10.50 Shareholders' Equity Commitment Agreement, dated as of September 19, 1997, among Dankner Investment
Limited, GS Capital Partners, L.P., Shamrock Holdings, Inc. and Netia Holdings S.A. (incorporated
herein by reference to Exhibit 10.3 to the Exchange Offer Registration Statement).*
10.51 Principal Shareholders' Undertaking, dated as of September 19, 1997, among Dankner Investment Limited,
GS Capital Partners, L.P. and Shamrock Holdings, Inc. in favor of Netia Holdings S.A. (incorporated
herein by reference to Exhibit 10.6 to the Exchange Offer Registration Statement).*
10.52 Third Funding Implementation Agreement, dated as of September 19, 1997, among Netia Holdings S.A.,
Danker Investment Limited, GS Capital Partners, L.P., Trefoil Capital Investors, L.P. and Shamrock
Holdings, Inc. (incorporated herein by reference to Exhibit 10.7 to the Exchange Offer Registration
Statement).*
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
10.53 Management Services Agreement, dated as of December 3, 1996, among Netia Holdings S.A., Shamrock
Capital Advisors Inc. and Dankner Investments Ltd. (incorporated herein by reference to Exhibit 10.25
to the Exchange Offer Registration Statement).*
10.54 Director's Engagement Agreement, dated as of January 1, 1996, between Netia Holdings S.A. and Meir
Srebernik (incorporated herein by reference to Exhibit 10.29 to the Exchange Offer Registration
Statement).*
10.55 Asset Purchase Agreement, dated March 26, 1997, between Netia Telekom S.A. and ARAS Sp. z o.o.
(incorporated herein by reference to Exhibit 10.55(a) to the 1998 Annual Report).*
10.56 Extension and Waiver Agreement, dated June 5, 1997, between Netia Telekom S.A. and ARAS Sp. z o.o.
(incorporated herein by reference to Exhibit 10.56 to the 1998 Annual Report).*
10.57 Legal Services Agreement, dated July 6, 1994, between LEX Sp. z o.o. and Netia Telekom S.A.
(incorporated herein by reference to Exhibit 10.57 to the 1998 Annual Report).*
10.58 Termination Agreement, effective as of October 1, 1998, by and between Netia Holdings S.A. and Joseph
Ganor.
10.59 Irrevocable Offer to Subscribe and Purchase Shares, dated July 1, 1999, by and between BRE Bank S.A.
and Netia Holdings, S.A.*
14.1 Awareness Letter of PricewaterhouseCoopers Sp. z o.o. (incorporated herein by reference to Exhibit 14.1
to Netia's Registration Statement on Form F-1, filed with the Securities and Exchange Commission on
July 2, 1999 (the "IPO Registration Statement").*
21.1 Subsidiaries of Netia Holdings S.A. (incorporated herein by reference to Exhibit 21.1 to the 1998
Annual Report).*
23.1 Consent of Weil, Gotshal & Manges Sp. z o.o. (included as part of the opinion filed under Exhibit
5.1).*
23.3 Consent of PricewaterhouseCoopers Sp. z o.o. (incorporated herein by reference to Exhibit 23.1 to the
IPO Registration Statement).*
24.1 Power of Attorney (included on the signature page of Part II of the IPO Registration Statement).*
</TABLE>
- ------------------------
* Previously filed.
+ Filed herewith.
(B) FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted as the required information is either not
applicable or is presented in the consolidated financial statements or notes
thereto.
NOTE 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the U.S.
Underwriters and the International Underwriters, at the closing specified in the
U.S. Underwriting Agreement and the International Underwriting Agreement, as the
case may be, ADRs in such denominations and registered in such names as required
by the Global Coordinator to permit delivery of ADRs to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
II-7
<PAGE>
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-1 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Warsaw, Poland, on September 23, 1999.
<TABLE>
<S> <C> <C>
NETIA HOLDINGS S.A.
By: /s/ MEIR SREBERNIK
---------------------------------------
Name: Meir Srebernik
Title: President (Principal Executive
Officer)
By: /s/ AVRAHAM HOCHMAN
---------------------------------------
Name: Avraham Hochman
Title: VP-Finance
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President (Principal
/s/ MEIR SREBERNIK Executive Officer) and
- ------------------------------ Member of the Management September 23, 1999
(Meir Srebernik) Board
VP--Finance (Principal
* Financial and Accounting
- ------------------------------ Officer) and Member of September 23, 1999
(Avraham Hochman) the Management Board
* Chief Operating Officer
- ------------------------------ and Member of Management September 23, 1999
(Kjell-Ove Blom) Board
- ------------------------------ Member of the Management September 23, 1999
(Maximilian Bylicki) Board
- ------------------------------ Member of the Management September 23, 1999
(Jan Lobaszewski) Board
* Chief Marketing Officer
- ------------------------------ and Member of the September 23, 1999
(George Makowski) Management Board
*
- ------------------------------ Chairman of the September 23, 1999
(Kaj Juul-Pedersen) Supervisory Board
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Shmuel Dankner) Board
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Michael Geiger) Board
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Hans Golteus) Board
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Jan Guz) Board
- ------------------------------ Member of the Supervisory September 23, 1999
(Roberto Italia) Board
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Uri Levit) Board
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Donald Mucha) Board
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Andrzej Radziminski) Board
*
- ------------------------------ Member of the Supervisory September 23, 1999
(Lars Rydin) Board
</TABLE>
Authorized Representative in the United States
R.P. TELEKOM USA, INC.
<TABLE>
<S> <C> <C> <C>
By: *
-------------------------
Name: Avraham Hochman
Title: V.P. Finance
*By: /s/ MEIR SREBERNIK
-------------------------
Meir Srebernik
Attorney-in-fact
</TABLE>
II-10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
1.1 Form of the Underwriting Agreement.*
3.1 The Formation Deed of Netia Holdings S.A. (English translation) (incorporated herein by
reference to Exhibit 3.2 to Netia's Registration Statement on Form F-4, filed with the
Securities and Exchange Commission on January 30, 1998, as amended, declared effective on
April 30, 1998 (File No. 333-8272) (the "Exchange Offer Registration Statement").*
3.2 Amended and Restated Statute of Netia Holdings S.A. (English translation) (incorporated herein
by reference to Exhibit 3.2 to the Company's Annual Report on Form 20-F, filed with the
Securities and Exchange Commission on June 29, 1999 (the "1998 Annual Report").*
4.1 Senior Notes Indenture, dated as of November 3, 1997, among Netia Holdings B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to Netia Holdings
B.V.'s 10 1/4% Senior Notes due 2007 and 10 1/4% Series B Senior Notes due 2007 (incorporated
herein by reference to Exhibit 4.1 to the Exchange Offer Registration Statement).*
4.1(a) Supplemental Indenture, dated as of December 1, 1998, among Netia Holdings B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to the Senior
Notes Indenture included herein as Exhibit 4.1 (incorporated herein by reference to Exhibit
4.1(a) to the 1998 Annual Report).*
4.2 Senior Discount Notes Indenture, dated as of November 3, 1997, among Netia Holdings B.V.,
Netia Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to Netia
Holdings B.V.'s 11 1/4% Senior Discount Notes due 2007 and 11 1/4% Series B Senior Discount
Notes due 2007 (incorporated herein by reference to Exhibit 4.2 to the Exchange Offer
Registration Statement).*
4.2(a) Supplemental Indenture, dated as of December 1, 1998, among Netia Holdings B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to the Senior
Discount Notes Indenture included herein as Exhibit 4.2 (incorporated herein by reference to
Exhibit 4.2(a) to the 1998 Annual Report).*
4.3 Senior Discount Notes Indenture, dated as of November 3, 1997, among Netia Holdings B.V.,
Netia Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to Netia
Holdings B.V.'s 11% Senior (DM) Discount Notes due 2007 and 11% Series B Senior Discount Notes
due 2007 (incorporated herein by reference to Exhibit 4.3 to the Exchange Offer Registration
Statement).*
4.3(a) Supplemental Indenture, dated as of December 1, 1998, among Netia Holdings B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to the Senior
Discount Notes Indenture included herein as Exhibit 4.3 (incorporated herein by reference to
Exhibit 4.3(a) to the 1998 Annual Report).*
4.4 Form of 10 1/4% Series B Senior Note due 2007 (included in Exhibit 4.1).*
4.5 Form of 11 1/4% Series B Senior Discount Note due 2007 (included in Exhibit 4.2). *
4.6 Form of 11% Series B Senior Discount Note due 2007 (included in Exhibit 4.3).*
4.7 Registration Rights Agreement, dated as of November 3, 1997, among Netia Holdings B.V., Netia
Holdings S.A. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch Capital Markets Bank Frankfurt/Main Branch and Chase Securities Inc.
(incorporated herein by reference to Exhibit 10.1 to the Exchange Offer Registration
Statement).*
4.8 Escrow Agreement, dated as of November 3, 1997, between Netia Holdings S.A. and State Street
Bank and Trust Company (incorporated herein by reference to Exhibit 10.2 to the Exchange Offer
Registration Statement).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
4.9 Senior Euro Notes Indenture, dated as of June 10, 1999, among Netia Holdings II B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to the 13 1/2%
Senior Euro Notes due 2009 (incorporated herein by reference to Exhibit 4.9 to the 1998 Annual
Report).*
4.10 Senior Dollar Notes Indenture, dated as of June 10, 1999, among Netia Holdings II B.V., Netia
Holdings S.A. and State Street Bank and Trust Company, as trustee, relating to the 13 1/8%
Senior Dollar Notes due 2009 (incorporated herein by reference to Exhibit 4.10 to the 1998
Annual Report).*
4.11 Form of 13 1/2% Senior Euro Note due 2009 (included in Exhibit 4.9).
4.12 Form of 13 1/8% Senior Dollar Note due 2009 (included in Exhibit 4.10).
4.13 Registration Rights Agreement, dated as of June 10, 1999, by and among Netia Holdings II B.V.,
Netia Holdings S.A., Donaldson, Lufkin & Jenrette International and Chase Manhattan
International Limited (incorporated herein by reference to Exhibit 4.13 to the 1998 Annual
Report).*
4.14 Euro Investment Agreement, dated as of June 10, 1999, by and among Netia Telekom S.A., Netia
South Sp. z o.o. and State Street Bank and Trust Company, as trustee (incorporated herein by
reference to Exhibit 4.14 to the 1998 Annual Report).*
4.15 Dollar Investment Agreement, dated as of June 10, 1999, by and among Netia Telekom S.A., Netia
South Sp. z o.o. and State Street Bank and Trust Company, as trustee (incorporated herein by
reference to Exhibit 4.15 to the 1998 Annual Report).*
4.16 Form of Deposit Agreement, dated as of , 1999, among Netia Holdings S.A., The Bank of
New York, as depositary and the holders from time to time of American Depositary Shares issued
thereunder.*
4.17 Form of American Depositary Receipt (included in Exhibit 4.16).
4.18 Form of Escrow Agreement, dated as of , 1999, among Netia Holdings S.A., the Selling
Shareholders and ING Bank N.V. Warsaw, as escrow agent.*
5.1 Opinion of Weil, Gotshal & Manges Sp. z o.o.*
5.1(a) Opinion of Weil, Gotshal & Manges Sp. z o.o.+
5.1(b) Opinion of Weil, Gotshal & Manges LLP as to certain tax matters.*
10.1 Equity Undertaking, dated as of July 21, 1997, among Telia AB and Netia Telekom S.A. in favor
of Chase Manhattan International Limited (incorporated herein by reference to Exhibit 10.1 to
the 1998 Annual Report).*
10.2 Multicurrency Term Facilities Agreement ("Netia South Facility Agreement"), dated September
19, 1997, between Netia South Sp. z o.o., Netia Telekom Silesia S.A., Optimus Inwest S.A. and
Polskie Telmedia S.A., as original borrowers and guarantors, Telekom Building Sp. z o.o., as
original guarantor, Bank Handlowy w Warszawie S.A. and Chase Manhattan PLC, as arrangers,
Chase Manhattan International Limited, as agent and security trustee, Bank Handlowy w
Warszawie S.A., as security agent and the other lenders parties thereto (incorporated herein
by reference to Exhibit 10.2 to the 1998 Annual Report).*
10.2(a) Amendment No. 1 to the Netia South Facility Agreement ("Amendment No. 1"), dated as of October
21, 1998 (incorporated herein by reference to Exhibit 10.2(a) to the 1998 Annual Report).*
10.2(b) Amendment letter from Clifford Chance to the Amendment No. 1, dated as of November 26, 1998
(incorporated herein by reference to Exhibit 10.2(b) to the 1998 Annual Report).*
10.2(c) Amendment letter to the Netia South Facility Agreement, dated as of January 25, 1999
(incorporated herein by reference to Exhibit 10.2(c) to the 1998 Annual Report).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
10.2(d) Amendment letter to the Netia South Facility Agreement, dated as of March 15, 1999
(incorporated herein by reference to Exhibit 10.2(d) to the 1998 Annual Report).*
10.3 Equity Undertaking, dated as of September 19, 1997, between Netia Holdings S.A. and Netia
South Sp. z o.o. in favor of Chase Manhattan International Limited (incorporated herein by
reference to Exhibit 10.4 to the Exchange Offer Registration Statement).*
10.4 Shareholder's Guarantee, dated as of September 23, 1997, by Netia Holdings S.A. and Netia
South Sp. z o.o. in favor of Chase Manhattan International Limited (incorporated herein by
reference to Exhibit 10.10 to the Exchange Offer Registration Statement).*
10.5 Share Purchase Agreement, dated as of September 22, 1997, among Netia Holdings S.A., Netia
Telekom S.A., Telia AB and the European Bank of Reconstruction and Development ("EBRD")
(incorporated herein by reference to Exhibit 10.8 to the Exchange Offer Registration
Statement).*
10.6 Share Pledge Agreement, dated as of September 22, 1997, among Netia Holdings S.A., EBRD and
Netia Telekom S.A. (incorporated herein by reference to Exhibit 10.9 to the Exchange Offer
Registration Statement).*
10.7 Letter Agreement, dated as of August 24, 1998, between Netia Holdings S.A. and Telia AB
(publ.) regarding the sale of EBRD equity interest in Netia Telekom (incorporated herein by
reference to Exhibit 10.7(a) to the 1998 Annual Report).*
10.8 Shareholders' Agreement, dated as of December 11, 1995, between Netia Holdings S.A. and Telia
AB regarding investment in Netia Telekom S.A. (incorporated herein by reference to Exhibit
10.8 to the Exchange Offer Registration Statement).*
10.9 Amendment No. 1, dated as of February 21, 1996, to Shareholders' Agreement dated as of
December 11, 1995, between Netia Holdings S.A. and Telia AB regarding investment in Netia
Telekom S.A. (incorporated herein by reference to Exhibit 10.15 to the Exchange Offer
Registration Statement).*
10.10 Amendment No. 2, dated as of June 26, 1996, to Shareholders' Agreement, dated as of December
11, 1995, between Netia Holdings S.A. and Telia AB regarding investment in Netia Telekom S.A.
(incorporated herein by reference to Exhibit 10.16 to the Exchange Offer Registration
Statement).*
10.11 Amendment No. 3, dated as of September 15, 1997, to Shareholders' Agreement dated as of
December 11, 1995, between Netia Holdings S.A. and Telia AB regarding investment in Netia
Telekom S.A. (incorporated herein by reference to Exhibit 10.17 to the Exchange Offer
Registration Statement).*
10.12 Operational Support and Supervision Agreement, dated as of September 15, 1997, between Netia
Telekom S.A. and Telia AB (incorporated herein by reference to Exhibit 10.31 to the Exchange
Offer Registration Statement).*
10.13 Operational Support and Supervision Agreement, dated as of September 15, 1997, between Netia
South Sp. z o.o. and Telia AB (incorporated herein by reference to Exhibit 10.32 to the
Exchange Offer Registration Statement).*
10.14 Shareholders' Agreement, dated as of October 23, 1996, between Netia Holdings S.A. and Telia
AB regarding investment in Netia South Sp. z o.o. (incorporated herein by reference to Exhibit
10.12 to the Exchange Offer Registration Statement).*
10.15 Amendment No. 1, dated as of September 15, 1997, to Shareholders' Agreement dated as of
October 23, 1996, between Netia Holdings S.A. and Telia AB regarding investment in Netia South
Sp. z o.o. (incorporated herein by reference to Exhibit 10.13 to the Exchange Offer
Registration Statement).*
10.16 Exchange Stock Option Agreement, dated as of September 15, 1997, among, INTER ALIA, Netia
Holdings S.A. and Telia AB (incorporated herein by reference to Exhibit 10.18 to the Exchange
Offer Registration Statement).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
10.17 Incentive Stock Option Agreement, dated as of September 15, 1997, among, INTER ALIA, Netia
Holdings S.A. and Telia AB (incorporated herein by reference to Exhibit 10.19 to the Exchange
Offer Registration Statement).*
10.18 Amended and Restated Option Exercise Agreement, dated as of December 18, 1998, among Netia
Holdings S.A., Dankner Investments Limited, Trefoil Capital Investors, L.P., Shamrock
Holdings, Inc., GS Capital Partners L.P., Bridge Street Fund 1994, L.P., Stone Street Fund
1994, L.P. and Telia AB (publ.) (incorporated herein by reference to Exhibit 10.18 to the 1998
Annual Report).*
10.18(a) Amendment No. 1 to the Amended and Restated Option Exercise Agreement dated as of April 15,
1999 (incorporated herein by reference to Exhibit 10.18(a) to the 1998 Annual Report).*
10.19 Pre-IPO Shareholders' Agreement, dated as of December 18, 1998, among Netia Holdings S.A.,
Dankner Investments Limited, Trefoil Capital Investors, L.P., Shamrock Holdings, Inc., GS
Capital Partners L.P., Bridge Street Fund 1994, L.P., Stone Street Fund 1994, L.P. and Telia
AB (publ.) (incorporated herein by reference to Exhibit 10.19 to the 1998 Annual Report).*
10.20 Form of Post-IPO Shareholders' Agreement to be entered into among Telia AB (publ.), Dankner
Investment Ltd., Trefoil Capital Investors L.P., Shamrock Holdings Inc. and Netia Holdings
S.A. (incorporated herein by reference to Exhibit 10.20 to the 1998 Annual Report).*
10.21 Form of Post-IPO Shareholders' Agreement to be entered into among Dankner Investment Ltd.,
Trefoil Capital Investors L.P., Shamrock Holdings Inc., GS Capital Partners L.P., Bridge
Street Fund 1994, L.P., Stone Street Fund 1994, L.P. and Netia Holdings S.A. (incorporated
herein by reference to Exhibit 10.21 to the 1998 Annual Report).*
10.22 Subscription Agreement, dated May 19, 1999, between Netia Holdings S.A. and Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus
Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and
Warburg, Pincus Netherlands Equity Partners III, C.V. (incorporated herein by reference to
Exhibit 10.22 to the 1998 Annual Report).*
10.23 Network Construction and Delivery Contract, dated as of August 3, 1995, between Telekom Torun
Sp. z o.o. and Alcatel Contracting S.A. (incorporated herein by reference to Exhibit 10.20 to
the Exchange Offer Registration Statement).*
10.23(a) Amendment No. 1, dated as of September 29, 1995, to the Network Construction and Delivery
Contract dated August 3, 1995, between Telekom Torun Sp. z o.o. and Alcatel Contracting S.A.
(incorporated herein by reference to Exhibit 10.21 to the Exchange Offer Registration
Statement).*
10.23(b) Amendment No. 2, dated as of December 18, 1995, to the Network Construction and Delivery
Contract dated August 3, 1995, between Telekom Torun Sp. z o.o. and Alcatel Contracting S.A.,
including forms of Guaranty made by each of Netia Telekom S.A. (formerly R.P. Telekom S.A.)
and Telia AB, in favor of Alcatel Contracting S.A., and form of Subordinated Loan Agreement
between Netia Telekom S.A., as borrower, and Alcatel Contracting S.A. and Alcatel Polska Sp. z
o.o., as lenders (incorporated herein by reference to Exhibit 10.22 to the Exchange Offer
Registration Statement).*
10.24 Network Construction and Delivery Contract, dated as of July 3, 1996, between Netia Telekom
Jozefow, Alcatel Polska S.A. and Alatel Contracting S.A. (incorporated herein by reference to
Exhibit 10.24 to the 1998 Annual Report).*
10.25 Subordinated Loan Agreement, dated as of July 3 1996, between Netia Telekom S.A, Alcatel
Contracting S.A. and Alcatel Polska S.A. in connection with the Network Construction and
Delivery Contract for Telekom Jozefow (incorporated herein by reference to Exhibit 10.25 to
the 1998 Annual Report).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
10.26 Strategic Alliance Agreement, dated as of June 26, 1996, with R.P. Telekom S.A., Telia AB,
Netia Telekom S.A., Sprint R.P. Telekom Sp. z o.o. and Alcatel Polska S.A. (incorporated
herein by reference to Exhibit 10.25 to the 1998 Annual Report).*
10.26(a) Amendment No. 1 to the Strategic Alliance Agreement, dated as of August 21, 1996 (incorporated
herein by reference to Exhibit 10.26(a) to the 1998 Annual Report).*
10.27 Subordinated Loan Agreement, dated as of October 10, 1997, between Netia South Sp. z o.o.,
Netia Telekom Silesia S.A., Alcatel Contracting S.A. and Alcatel Polska S.A. (incorporated
herein by reference to Exhibit 10.27 to the 1998 Annual Report).*
10.28 Subordination Agreement, dated as of October 10, 1997, between Netia South Sp. z o.o., Netia
Telekom Silesia S.A., Alcatel Contracting S.A., Alcatel Polska S.A. and Chase Manhattan
International Limited (incorporated herein by reference to Exhibit 10.28 to the 1998 Annual
Report).*
10.29 Network Construction and Delivery Contract, dated as of July 3, 1996, between Telekom Kujawy
Sp. z o.o. and Alcatel Polska S.A. ("Telkom Kujawy Network Construction and Delivery
Contract") (incorporated herein by reference to Exhibit 10.29 to the 1998 Annual Report).*
10.30 Network Construction and Delivery Contract, dated as of July 25, 1996, between Telekom Kalisz
Sp. z o.o., Alcatel Contracting S.A. and Alcatel Polska S.A. ("Telekom Kalisz Network
Construction and Delivery Contract") (incorporated herein by reference to Exhibit 10.30 to the
1998 Annual Report).*
10.30(a) Guaranty of Netia Telekom S.A., dated as of July 25, 1996, in favor of Alcatel Contracting
S.A. under the Telekom Kalisz Network Construction and Delivery Contract (incorporated herein
by reference to Exhibit 10.30(a) to the 1998 Annual Report).*
10.31 Guaranties by Netia Telekom S.A., dated as of July 3, 1996, in favor of Alcatel Contracting
S.A. under the Network Construction and Delivery Contracts with Telekom Warszawa (Josefow) Sp.
z o.o., Netia Telekom Mazowsze (ROL-TEL) S.A. and Netia Telekom Wloclawek (Kujawy)
(incorporated herein by reference to Exhibit 10.31 to the 1998 Annual Report).*
10.32 Delivery and Installation Contract, dated as of August 12, 1998, by and between Netia South
Sp. z o.o. and Lucent Technologies Poland S.A. (incorporated herein by reference to Exhibit
10.32 to the 1998 Annual Report).*
10.33 Frame Agreement for Radio in the Local Loop Systems, dated as of August 27, 1998, by and
between Netia Telekom S.A., Netia South Sp.z o.o. and Innowave Tadiran Telecommunications Ltd.
(incorporated herein by reference to Exhibit 10.33 to the 1998 Annual Report).*
10.34 Frame Agreement for Radio Relay Systems Delivery and Services, dated as of October 20, 1998,
by and between Netia South Sp. z o.o. and Ericsson Polska (incorporated herein by reference to
Exhibit 10.34 to the 1998 Annual Report).*
10.35 Access System Contact, dated December 23, 1998, by and between Netia South Sp. z o.o. and
Robert Bosch Sp. z o.o. (Bosch Telecom GmbH) (incorporated herein by reference to Exhibit
10.35 to the 1998 Annual Report).*
10.36 Commission and Agency Agreement, dated as of November 25, 1997 by and between Polski Bank
Rozwoju S.A. and Netia Telekom S.A. (the "Telbank Option Agreement") (incorporated herein by
reference to Exhibit 10.36 to the 1998 Annual Report).*
10.37 Agreement of Cooperation, dated July 3, 1998, by and between Telbank S.A. and certain
subsidiaries of Netia Holdings S.A. (incorporated herein by reference to Exhibit 10.37 to the
1998 Annual Report).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
10.38 Share Purchase Agreement and Share Purchase Option Agreement, dated as of December 17, 1996,
among Netia Holdings S.A. and Andrzej Radziminski (incorporated herein by reference to Exhibit
10.23 to the Exchange Offer Registration Statement).*
10.39 Share Purchase Agreement and Share Purchase Option Agreement, dated as of December 17, 1996,
between Netia Holdings S.A. and Aleksander Szwarc (incorporated herein by reference to Exhibit
10.24 to the Exchange Offer Registration Statement).*
10.40 Consultancy Agreement, dated as of September 13, 1996, among Netia Holdings S.A. and Galopus
Co. Ltd., as amended on November 15, 1996 and January 30, 1997 (incorporated herein by
reference to Exhibit 10.26 to the Exchange Offer Registration Statement).*
10.41 New Consultancy Agreement, dated as of January 1, 1998, between Galopus Co. Limited and Netia
Holdings S.A. (incorporated herein by reference to Exhibit 10.32 to our Annual Report on Form
20-F, filed with the Securities and Exchange Commission on June 31, 1998 (the "1997 Annual
Report").*
10.42 Stock Appreciation Agreement, dated as of September 13, 1996, among Netia Holdings S.A. and
Galopus Co. Ltd., as amended on November 15, 1996 and January 30, 1997 (incorporated herein by
reference to Exhibit 10.27 to the Exchange Offer Registration Statement).*
10.42(a) Amendment No. 3 to the Stock Appreciation Agreement, dated January 1, 1998, contained in
Exhibit 10.41 hereto (incorporated herein by reference to Exhibit 10.42(a) to the 1998 Annual
Report).*
10.43 Consultancy Agreement, dated as of June 24, 1996, among Netia Holdings S.A. and R.P.
Investments Sp. z o.o. (incorporated herein by reference to Exhibit 10.28 to the Exchange
Offer Registration Statement).*
10.44 Consultancy Agreement, dated as of June 24, 1996, between Netia Holdings and Necessitas Sp. z
o.o. (incorporated herein by reference to Exhibit 10.30 to the Exchange Offer Registration
Statement).*
10.45 Consultancy Agreement, dated February 17, 1997, between Netia Telekom S.A. and Grupa Biznesowa
Celia Sp. z o.o. (incorporated herein by reference to Exhibit 10.45 to the 1998 Annual
Report).*
10.46 Acquisition Agreement, dated as of October 15, 1996, among Netia Telekom S.A., Netia South Sp.
z o.o., R.P. Telekom S.A., Telia AB, Optimus Corporation Limited, Optimus Invest S.A., Polskie
Telmedia S.A. and Optimus S.A. (incorporated herein by reference to Exhibit 10.33 to the 1997
Annual Report).*
10.47 Consultancy Agreement, dated June 29, 1998, between Netia Telekom S.A. and Optimus S.A.
(incorporated herein by reference to Exhibit 10.47 to the 1998 Annual Report).*
10.48 Shareholders' and Share Option Agreement, dated July 16, 1998 between Netia Telekom S.A. and
Jan Guz (incorporated herein by reference to Exhibit 10.48 to the 1998 Annual Report).*
10.49 Services Agreement, dated as of April 19, 1999, between Netia Holdings S.A. and Netia Network
S.A. (incorporated herein by reference to Exhibit 10.49 to the 1998 Annual Report).*
10.50 Shareholders' Equity Commitment Agreement, dated as of September 19, 1997, among Dankner
Investment Limited, GS Capital Partners, L.P., Shamrock Holdings, Inc. and Netia Holdings S.A.
(incorporated herein by reference to Exhibit 10.3 to the Exchange Offer Registration
Statement).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- --------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
10.51 Principal Shareholders' Undertaking, dated as of September 19, 1997, among Dankner Investment
Limited, GS Capital Partners, L.P. and Shamrock Holdings, Inc. in favor of Netia Holdings S.A.
(incorporated herein by reference to Exhibit 10.6 to the Exchange Offer Registration
Statement).*
10.52 Third Funding Implementation Agreement, dated as of September 19, 1997, among Netia Holdings
S.A., Danker Investment Limited, GS Capital Partners, L.P., Trefoil Capital Investors, L.P.
and Shamrock Holdings, Inc. (incorporated herein by reference to Exhibit 10.7 to the Exchange
Offer Registration Statement).*
10.53 Management Services Agreement, dated as of December 3, 1996, among Netia Holdings S.A.,
Shamrock Capital Advisors Inc. and Dankner Investments Ltd. (incorporated herein by reference
to Exhibit 10.25 to the Exchange Offer Registration Statement).*
10.54 Director's Engagement Agreement, dated as of January 1, 1996, between Netia Holdings S.A. and
Meir Srebernik (incorporated herein by reference to Exhibit 10.29 to the Exchange Offer
Registration Statement).*
10.55 Asset Purchase Agreement, dated March 26, 1997, between Netia Telekom S.A. and ARAS Sp. z o.o.
(incorporated herein by reference to Exhibit 10.55(a) to the 1998 Annual Report).*
10.56 Extension and Waiver Agreement, dated June 5, 1997, between Netia Telekom S.A. and ARAS Sp. z
o.o. (incorporated herein by reference to Exhibit 10.56 to the 1998 Annual Report).*
10.57 Legal Services Agreement, dated July 6, 1994, between LEX Sp. z o.o. and Netia Telekom S.A.
(incorporated herein by reference to Exhibit 10.57 to the 1998 Annual Report).*
10.58 Termination Agreement, effective as of October 1, 1998, by and between Netia Holdings S.A. and
Joseph Ganor.
10.59 Irrevocable Offer to Subscribe and Purchase Shares, dated July 1, 1999, by and between BRE
Bank S.A. and Netia Holdings, S.A.*
14.1 Awareness Letter of PricewaterhouseCoopers Sp. z o.o. (incorporated herein by reference to
Exhibit 14.1 to Netia's Registration Statement on Form F-1, filed with the Securities and
Exchange Commission on July 2, 1999 (the "IPO Registration Statement").*
21.1 Subsidiaries of Netia Holdings S.A. (incorporated herein by reference to Exhibit 21.1 to the
1998 Annual Report).*
23.1 Consent of Weil, Gotshal & Manges Sp. z o.o. (included as part of the opinion filed under
Exhibit 5.1).*
23.3 Consent of PricewaterhouseCoopers Sp. z o.o. (incorporated herein by reference to Exhibit 23.1
to the IPO Registration Statement).*
24.1 Power of Attorney (included on the signature page of Part II of the IPO Registration
Statement).*
</TABLE>
- ------------------------
* Previously filed.
+ Filed herewith.
<PAGE>
EXHIBIT 5.1(A)
September 23, 1999
Netia Holdings S.A.
ul. Poleczki 13
02-822 Warsaw, Poland
Ladies and Gentlemen,
We have acted as Polish counsel to Netia Holdings S.A., a corporation
organized under the laws of the Republic of Poland (the "COMPANY"), in
connection with the preparation and filing of the Registration Statement of the
Company on Form F-1 under the United States Securities Act of 1933, as amended
(File No. 333-10556) (the "REGISTRATION STATEMENT") and the Post-Effective
Amendment No. 1 (the "POST-EFFECTIVE AMENDMENT") thereto. Terms defined in the
Registration Statement and not otherwise defined herein are used herein with the
meanings as so defined.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein we
are of the opinion that:
1. the 5,500,000 Ordinary Shares, par value PLN 6.00 per share, of the
Company (the "COMMON SHARES") represented by American Depositary Shares
(the "ADSS") issued and sold by the Company on August 3, 1999, as
contemplated by the Registration Statement, have been duly authorized by
the Company.
2. The registration of the Capital Increase is complete, legally valid and
effective.
3. The Common Shares have been validly issued and are fully paid,
non-assessable and not subject to any statutory pre-emptive or similar
rights.
The opinion expressed herein is based on the laws of the Republic of Poland.
We express no opinion as to the effect on the matters covered by this letter of
the laws of any other jurisdiction.
We hereby consent (a) to be named in the Prospectus as the attorneys who
have passed upon (i) the validity of the Ordinary Shares represented by the ADSs
being offered thereby and (ii) the statements included in the Prospectus under
"Risk Factors--It May be Difficult for Investors to Effect Service and
Enforcement of Legal Process" and "Enforcement of Certain Civil Liabilities" and
(b) to the filing of this opinion as an exhibit to the Post-Effective Amendment.
Very truly yours,
/s/ Weil, Gotshal & Manges Sp. z o.o.
