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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date of Report: December 22, 1999
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VERSATEL TELECOM INTERNATIONAL N.V.
(Exact name of Registrant as specified in its charter)
Paalbergweg 36
1105 BV Amsterdam-Zuidoost
The Netherlands
(Address of principal executive offices)
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Indicate by check mark whether the registrant files
or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby
furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___ No X
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
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<PAGE>
VERSATEL TELECOM INTERNATIONAL N.V.
REPORT ON FORM 6-K
ITEM 5. OTHER INFORMATION
On December 17, 1999, the shareholders of VersaTel Telecom
International N.V. (the "Company") approved, at an extraordinary
meeting of shareholders, a partial amendment to the articles of
association of the Company, pertaining to an increase in the authorized
share capital of the Company to NLG 18.5 million.
The amendment to the articles of association of the Company, dated
December 22, 1999, is attached hereto as Exhibit 3.1 and is
incorporated herein by reference. The shareholder meeting materials are
attached hereto as Exhibit 99.1 and are incorporated herein by
reference.
ITEM 6. EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Description
------- -----------
3.1 Amendment to the Articles of Association of the Company, dated
December 22, 1999.
99.1 Shareholder meeting materials relating to the extraordinary
meeting of shareholders on December 17, 1999.
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<PAGE>
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, thereunto duly authorized, on December 22, 1999.
VERSATEL TELECOM INTERNATIONAL N.V.
By: /s/ RAJ RAITHATHA
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Raj Raithatha
Vice President Finance and
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.1 Amendment to the Articles of Association of the Company, dated
December 22, 1999.
99.1 Shareholder meeting materials relating to the extraordinary
meeting of shareholders on December 17, 1999.
4
- 1 -
EXHIBIT 3.1
AMENDMENT TO THE ARTICLES
OF ASSOCIATION
On this day, the twenty-second
of December
nineteen hundred and ninety-nine, appeared before me, Johannes Henderikus Maria
Carlier, civil law notary in Amsterdam:
Eveline Katrien Elisabeth Labohm, care of Stibbe Simont Monahan Duhot, 1077ZZ
Amsterdam, Strawinskylaan 2001, born in Eindhoven on the eighth day of April
nineteen hundred and seventy.
The appearing person declared:
- - that of the listed public company: VersaTel Telecom International N.V.,
with official seat in Amsterdam, having its office at Paalbergweg 36, 1105
BV Amsterdam, and registered with the Trade Register under number
33.272606, the articles of association were last amended by deed executed
on the twenty-third day of July nineteen hundred and ninety- nine before
J.H.M. Carlier, civil law notary in Amsterdam, in respect of which
amendment the Minister of Justice on the twenty-second day of July nineteen
hundred and ninety-nine under number N.V. 538.638 has advised that no
objections have been apparent;
- - that the general meeting of shareholders of the company resolved to amend
the articles of association of the company partially;
- - that furthermore a decision was made to authorize the appearing person to
execute the deed of amendment to the articles of association;
- - that the resolutions mentioned above are evidenced by a copy of the minutes
of the meeting mentioned above which copy has been annexed to this deed.
Consequently the appearing person declared that the articles of association of
the company are hereby amended as follows:
Article 4 paragraph 1 will read as follows:
4.1. The authorized capital of the company amounts to eighteen million five
hundred thousand Dutch Guilders five Cents (NLG 18,500,000.05) and is
divided into:
- - one hundred seventy-five million (175,000,000) ordinary shares;
- - twenty million (20,000,000) preference-A shares;
- - one hundred seventy-five million (175,000,000) preference-B shares, and
- - one (1) priority share,
each share having a nominal value of five Dutch Cents (NLG 0.05).
<PAGE>
- 2 -
The final provision will be replaced by a new final provisions, which will read
as follows: Until the day that since the present amendment to the articles of
association two years have passed, the board of management under prior approval
of the supervisory board is entitled to issue both the ordinary shares as well
as the preference shares A and B to a maximum as defined in article 4 paragraph
1 of the articles, as well as to restrict or exclude with respect to an issue of
ordinary shares or the granting of rights to subscribe for ordinary shares the
pre-emptive right of holders of ordinary shares.
Finally the appearing person declared:
- - that the current issued capital amounts to three million eight hundred
eight thousand seven hundred forty-nine Dutch Guilders thirty Dutch Cents
(NLG 3,808,749.30);
- - that on twentieth day of December nineteen hundred and ninety-nine
under number N.V. 538.638 the Minister of Justice has - according to the
certificate at tached to this deed - advised that no objections to the
present amendment to the articles of association have been apparent.
This deed was executed today in Amsterdam.
The substance of this deed was stated and explained to the appearing person.
The appearing person declared not to require a full reading of the deed, to have
taken note of the contents of this deed and to consent to it. Subsequently, this
deed was read out in a limited form, and immediately thereafter signed by the
appearing person and myself, civil-law notary, at ten hours fifty minutes ante
meridiem.
EXHIBIT 99.1
NOTE to U.S. Depositary
VERSATEL TELECOM INTERNATIONAL N.V.
An extraordinary general meeting of shareholders is being called, to be held on
December 17, 1999 11.00 hours at Hotel The Grand, Oudezijds Voorburgwal 197 in
Amsterdam.
The agenda reads as follows:
1. Opening
2. Announcements Management Board
3. Partial amendment of the articles of association, pertaining to an
increase of the authorized capital
4. Questions before closure
5. Closure
Certified copies of the agenda and the draft of the intended amendment to the
articles of association are available for inspection and obtainable as of today
until the close of the meeting for persons entitled to attend the meeting at the
offices of VersaTel Telecom International N.V., Paalbergweg 36, 1105 BV
Amsterdam and at the offices of ING Bank N.V., Foppingadreef 7, 1102 BD
Amsterdam, the Netherlands.
Persons entitled to attend the meeting who wish to attend the meeting must
deposit their bearer share certificates or other certificates proving their
authority to attend the meeting on December 10, 1999 at the latest by ING Bank,
Bijlmerplein 888, Amsterdam, against the receipt of an attendance card for the
meeting.
The deposit of share certificates should be considered as equivalent to the
deposit of a statement of an associated bank institution in the sense of the Act
on Securities Transfer by Giro that the documents are deposited at their offices
and will remain deposited up to the day of the meeting.
With respect to registered shares the voting rights attached to such shares can
only exercised, if the persons entitled to such voting rights inform the board
of management in writing at the latest on December 10, 1999 that they intend to
attend the meeting in person or that they intend to be represented.
<PAGE>
Amsterdam, December 1, 1999
Board of management
VersaTel Telecom International N.V.
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VERSATEL TELECOM INTERNATIONAL N.V.
Instructions to The Bank of New York, as Depositary
(Must be received prior to the close of business on December 13, 1999)
The undersigned registered holder of American Depositary Shares hereby
requests and instructs The Bank of New York, as Depositary, to endeavor, in so
far as practicable, to vote or cause to be voted the amount of Ordinary Shares
or other deposited securities represented by such American Depositary Shares
registered in the name of the undersigned on the books of the Depositary at the
close of business on November 29, 1999 at the Extraordinary General Meeting of
Ordinary Shareholders of VERSATEL TELECOM INTERNATIONAL N.V. to be held on
December 17, 1999, in respect of the resolutions specified on the reverse.
NOTES:
1. Please direct the Depositary how it is to vote by marking X in the
appropriate box opposite the resolutions. It is understood that, if
this form is signed and returned but no instructions are indicated in
the boxes, then a discretionary proxy will be given to a person
designated by the Company.
2. It is understood that, if this form is not signed and returned, the
Depositary will deem such holder to have instructed the Depositary to
give a discretionary proxy to a person designated by the Company.
FOR AGAINST
Partial amendment of the articles of association, pertaining [ ] [ ]
to an increase of the authorized capital.
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