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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2000
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN TELECOM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0391303
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF ORGANIZATION) IDENTIFICATION NO.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
12 TRUBNAYA ULITSA
MOSCOW, RUSSIA 103045
(011-7-501) 797-9300
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
THE 1999 EQUITY PARTICIPATION PLAN OF GOLDEN TELECOM, INC.
(FULL TITLE OF THE PLAN)
GRIER C. RACLIN
GLOBAL TELESYSTEMS, INC.
4121 WILSON BOULEVARD
ARLINGTON, VA 22203
(703) 236-3710
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
JEFFREY A. RIDDELL
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
12 TRUBNAYA ULITSA
MOSCOW, RUSSIA 103045
(011-7-501) 797-9315
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered(1) Share(2) Offering Price(2) Fee
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 . . . . . . 4,023,551 $28.50 $114,671,204 $30,273
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The following shares are being registered on this Form S-8: 4,023,551
shares of common stock of Golden Telecom, Inc. (the "Common Stock") that
will be available for award under the Golden Telecom, Inc. Equity
Participation Plan.
(2) The Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price are based on the average of the bid and ask
prices of the Common Stock on the NASDAQ National Market System on July
11, 2000, in accordance with Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, as amended, and are being utilized solely for the
purpose of calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act, and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Golden
Telecom, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") (or furnished by the Registrant to the Commission) are
incorporated by reference in this Registration Statement:
(a) the Registrant's Form S-1 filed by the Registrant with the
Commission on September 30, 1999;
(b) the description of the Registrant's Common Stock contained
in the Registration Statement on Form S-1 incorporated by
reference by, paragraph (a) above;
(c) the Registrant's annual report on Form 10-K for the year
ending December 31, 1999;
(d) the Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 2000,
(e) the Registrant's proxy statement filed with the Commission
on April 25, 2000, and;
(f) the Registrant's Form S-1 filed by the Registrant with the
Commission on June 30, 2000.
In addition, all documents subsequently filed or furnished by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered have been sold or which deregisters all such
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing or furnishing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
Section 102(b)(7) of the DGCL permits a corporation to include
in its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty or loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to unlawful payment of dividends and unlawful stock purchase and
redemption) or (iv) for any transaction from which the director derived an
improper personal benefit.
The Registrant's Certificate of Incorporation (the
"Certificate") provides that the Registrant's directors shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that such exculpation from liabilities is
not permitted with respect to liability arising from items described in clauses
(i) through (iv) in the preceding paragraph. The Certificate and the
Registrant's by-laws further provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.
The directors and officers of the Registrant are covered under
directors' and officers' liability insurance policies maintained by the
Registrant.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits on page 8.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
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(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the
registration statement; provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each filing of the
Registrant's annual report on Form 10-K pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and each filing of an employee benefit plan annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement 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.
(c) 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 advised 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act 1933, as amended, the
registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Moscow, Russian Federation, on this 17th day of July,
2000.
GOLDEN TELECOM, INC.
By: /s/ DAVID J. WISHER
-----------------------------------------
Name: David J. Wisher
Title: Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Stewart P. Reich, Jeffrey A. Riddell, and David
J. Wisher and each of them severally, his true and lawful attorney or attorneys
with power of substitution and resubstitution to sign in his name, place and
stead in any and all such capacities the Registration Statement and any and all
amendments thereto (including post-effective amendments) and any documents in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each such officer and director of the Registrant who shall have
executed such a power of attorney, every act whatsoever which such attorneys, or
any one of them, may deem necessary or desirable to be done in connection
therewith as fully and to all intents and purposes as such officer or director
of the Registrant might or could do in person.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 17th. day of July, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STEWART P. REICH President, Chief July 17, 2000
---------------------------------- Executive Officer and
Stewart P. Reich Director (Principal
Executive Officer
/s/ DAVID J. WISHER Chief Financial Officer July 17, 2000
---------------------------------- and Treasurer
David J. Wisher
/s/ ASHLEY DUNSTER Director July 17, 2000
----------------------------------
Ashley Dunster
/s/ IZZET GUNEY Director July 17, 2000
----------------------------------
Izzet Guney
/s/ ALEXANDR M. KNASTER Director July 17, 2000
----------------------------------
Alexandr M. Knaster
/s/ STEWART J. PAPERIN Director July 17, 2000
----------------------------------
Stewart J. Paperin
/s/ GRIER C. RACLIN Director July 17, 2000
----------------------------------
Grier C. Raclin
/s/ ROBERT A. SCHRIESHEIM Director July 17, 2000
----------------------------------
Robert A. Schriesheim
/s/ JEFFREY VON DEYLEN Director July 17, 2000
----------------------------------
Jeffrey Von Deylen
/s/ H. BRIAN THOMPSON Chairman of the Board July 17, 2000
---------------------------------- of Directors
H. Brian Thompson
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
DESIGNATION DESCRIPTION
----------- -----------
<S> <C>
4.1 Golden Telecom, Inc. Equity Participation Plan
(incorporated by reference to the Registrant's Proxy
Statement dated April 25, 2000).
5 Opinion of Jeffrey A. Riddell, General Counsel of
Registrant as to the legality of the securities
registered hereby.
23.1 Consent of Ernst & Young (CIS) Limited, Independent
Auditors (Golden Telecom, Inc.).
23.2 Consent of Ernst & Young (CIS) Limited, Independent
Auditors (EDN Sovintel, LLC).
23.3 Consent of Jeffrey A. Riddell, General Counsel of
Registrant (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
</TABLE>
