<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-46197
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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URSUS TELECOM CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
<TABLE>
<S> <C> <C>
FLORIDA 4825 65-0398306
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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440 SAWGRASS CORPORATE PKWY.
SUITE 112
SUNRISE, FLORIDA 33325
(954) 846-7887
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------
LUCA M. GIUSSANI
PRESIDENT AND CEO
URSUS TELECOM CORPORATION
440 SAWGRASS CORPORATE PKWY.
SUITE 112
SUNRISE, FLORIDA 33325
(954) 846-7887
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
DANIEL LAMPERT, ESQ. RALPH V. DE MARTINO, ESQ.
M. ST. JOHN DAUGHERTY, ESQ. NEIL R.E. CARR, ESQ.
STROOCK & STROOCK & LAVAN LLP DE MARTINO FINKELSTEIN ROSEN & VIRGA
200 SOUTH BISCAYNE BOULEVARD 1818 N STREET, N.W.
33RD FLOOR SUITE 400
MIAMI, FLORIDA 33131-2385 WASHINGTON, DC 20036-2492
(305) 789-9384 (202) 659-0494
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended ("Securities Act"), check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8, MAY DETERMINE.
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<PAGE>
The sole purpose of this Amendment no. 1 ("Amendment no. 1") to Ursus Telecom
Corporation's Registration Statement on Form S-1 ("Registration Statement") is
to include the conformed signatures and dates on the signature page, which were
inadvertently omitted from the Registration Statement due to a scrivener's
error. The remainder of the Registration Statement is incorporated by reference
into Amendment no. 1.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sunrise,
State of Florida, on the 12th day of February, 1998.
URSUS TELECOM CORPORATION
BY: /S/ LUCA M. GIUSSANI
-----------------------------------------
Luca M. Giussani
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Known all men by these presents, that each person whose signature appears
below hereby constitutes and appoints Luca M. Giussani, Jeffrey R. Chaskin and
Johannes Seefried together or acting singly, as their true and lawful
attorneys-in-fact, with full power of substitution, and for him name, place and
stead, in any and all capacities, to sign this and any amendments or
post-effective amendments to this Registration Statement, and any registration
statement relating to any offering made in connection with the offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he ought or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following person in the capacities
and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------------ --------------------------- -------------------
/s/ LUCA M. GIUSSANI Chief Executive Officer and
- ------------------------------ Director February 12, 1998
Luca M. Giussani
/s/ JEFFREY R. CHASKIN Principal Executive Officer
- ------------------------------ and Director February 12, 1998
Jeffrey R. Chaskin
/s/ JOHANNES S. SEEFRIED Principal Financial and
- ------------------------------ Accounting Officer and February 12, 1998
Johannes S. Seefried Director
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Sunrise, State of Florida, on the 13th day of February, 1998.
URSUS TELECOM CORPORATION
BY: /S/ LUCA M. GIUSSANI
-----------------------------------------
Luca M. Giussani
PRESIDENT AND CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to this Registration Statement was signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------------ --------------------------- -------------------
* Chief Executive Officer and
- ------------------------------ Director February 13, 1998
Luca M. Giussani
* Principal Executive Officer
- ------------------------------ and Director February 13, 1998
Jeffrey R. Chaskin
* Principal Financial and
- ------------------------------ Accounting Officer and February 13, 1998
Johannes S. Seefried Director
*By: /s/ LUCA M. GIUSSANI
-------------------------
Luca M. Giussani, as
Attorney-in-Fact
and Agent pursuant to
Power of Attorney
previously filed.
