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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date of Report: December 6, 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
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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
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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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VERSATEL TELECOM INTERNATIONAL N.V.
FORM 6-K
ITEM 5. OTHER INFORMATION
On December 6, 1999, VersaTel Telecom International N.V. (the
"Company") announced that it intends to offer approximately 10 million
ordinary shares and senior convertible notes in an initial principal
amount of approximately euro 150 million in a private placement to
institutional investors.
The Company issued a press release relating to the offering. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 6. EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Description
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99.1 Press release, dated December 6, 1999, announcing the
offering of ordinary shares and Euro denominated
convertible notes.
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 6, 1999.
VersaTel Telecom International N.V.
By: /s/ RAJ RAITHATHA
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Raj Raithatha
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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[S] [C]
99.1 Press release, dated December 6, 1999, announcing the
offering of ordinary shares and euro denominated
convertible notes.
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EXHIBIT 99.1
PRESS RELEASE
December 6, 1999 - VersaTel Telecom International N.V. announced today that
it intends to offer approximately 10 million ordinary shares and an initial
principal amount of approximately euro 150 million convertible notes in a
private placement to institutional investors. The notes will have a premium
redemption structure and be convertible prior to maturity into ordinary
shares of VersaTel. The price of the securities will be determined based on
market conditions at the time of pricing. The securities will be offered
outside the United States in reliance on Regulation S and in the United
States in reliance on exemptions from the registration requirements of the
U.S. Securities Act of 1933. The net proceeds of the offerings will be used
for the expansion of VersaTel's network, the accelerated roll-out of DSL
and for general corporate purposes and acquisitions.
The management roadshow in respect of the combined offering will commence
today in London and Amsterdam. An offering memorandum for the combined
offering will become available upon approval by Amsterdam Exchanges. The
combined offering is expected to be priced on or about Thursday, December
9, 1999. The shares and the convertible notes are expected to be listed on
the Official Market of Amsterdam Exchanges, stock market on or about
December 15, 1999 or earlier, subject to the approval of the offering
memorandum for the combined offering by Amsterdam Exchanges. The managers
for the offering have been granted an over-allotment option of 20% of the
combined offering, exercisable within 30 days after the closing of each
offering.
The managers for the offering reserve the right to withdraw the offering of
the ordinary shares and/or the offering of the notes at any time prior to
payment date.
The managers for the offerings, to the extent allowed by applicable laws
and regulations, may engage in transactions that stabilize, maintain or
otherwise affect the price of the securities, including purchases of the
securities to stabilize their market price, purchases of the securities to
cover some or all of a short position in securities. These transactions may
be discontinued at any time and will not be protracted after 30 days from
the closing of each offering.
The senior convertible notes are expected to have a coupon of 4% (annual),
a conversion premium range of 20%-24% and a redemption price range of
126.6%-129.9%.
The securities to be offered have not been and will not be registered under
the U.S. Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of such act.
