<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2000
REGISTRATION NO. 333-45378
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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GT GROUP TELECOM INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CANADA 4813 NOT APPLICABLE
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification Number)
incorporation or organization)
</TABLE>
20 BAY STREET, 7TH FLOOR, TORONTO, ONTARIO, CANADA M5J 2N8 (416) 943-9555
(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NY 10011 (212)
894-8940
(Name, address, including zip code and telephone number, including area code, of
Agent for Service)
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Copies to:
BRUCE CZACHOR, ESQ.
SHEARMAN & STERLING
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
(416) 360-8484
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time 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, 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, please check the following box
and list the Securities Act registration statement number of the 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, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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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(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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EXPLANATORY NOTE
The sole purpose of this Amendment is to amend the facing page of the
Registration Statement to include the delaying amendment legend from Rule 473 of
the Securities Act of 1933. Accordingly, this Amendment consists only of the
facing page, this explanatory note and signature pages to this Registration
Statement. The Prospectus, Financial Statements and Part II are otherwise
unchanged and have been omitted.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Province of Ontario, Canada, on
this 12th day of September, 2000.
GT GROUP TELECOM INC.
(Registrant)
/s/ ROBERT M. FABES
By:
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Name: Robert M. Fabes
Title: Senior Vice President,
General Counsel
and Corporate Secretary
<PAGE> 4
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by or on
behalf of the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman and Director September 12, 2000
---------------------------------------------
James G. Matkin
Director and Chair of Executive
--------------------------------------------- Committee
James M. Mansour
* Chief Executive Officer and September 12, 2000
--------------------------------------------- Director
Daniel R. Milliard (principal executive officer)
* President, Chief Operating September 12, 2000
--------------------------------------------- Officer and Director
Robert G. Wolfe
* Executive Vice President and September 12, 2000
--------------------------------------------- Chief Financial Officer
Stephen H. Shoemaker (principal financial officer and
principal accounting officer)
* Director September 12, 2000
---------------------------------------------
Michael Abram
* Director September 12, 2000
---------------------------------------------
Michael D'Avella
* Director September 12, 2000
---------------------------------------------
George Estey
Director
---------------------------------------------
Leo J. Hindery
* Director September 12, 2000
---------------------------------------------
P. Kenneth Kilgour
* Director September 12, 2000
---------------------------------------------
Robert R. Gheewalla
* Director September 12, 2000
---------------------------------------------
Jim Shaw
</TABLE>
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned certifies that it is the duly authorized United States
representative of GT Group Telecom Inc. and has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, on this 12th day of
September, 2000.
GT GROUP TELECOM SERVICES (USA) CORP.
(Authorized U.S. Representative)
*
By:
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Name: Stephen H. Shoemaker
Title: Executive Vice President
and
Chief Financial Officer
/s/ ROBERT M. FABES
*By:
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Robert M. Fabes,
Attorney-in-fact
