<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 19, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27423
(State of incorporation) (Commission File Number)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
12 TRUBNAYA ULITSA
MOSCOW, RUSSIA 103045
(Address of principal executive office)
(011-7-501) 797-9300
(Registrant's telephone number, including area code)
================================================================================
<PAGE> 2
Item 5.
On October 2, 2000, Golden Telecom, Inc. (the "Company" "GTI") announced
that Robert J. Amman has been named as a Director and Chairman of the Board of
the Company, effective September 19, 2000. Mr. Amman was also appointed Chairman
and Chief Executive Officer of Global TeleSystems, Inc. ("GTS") on September 19,
2000. GTS holds approximately 63 percent of the Company's outstanding shares.
The Company's press release announcing such matter is attached hereto as Exhibit
99.1.
On October 2, 2000, the Company also announced that it has agreed to
acquire 18 percent of MCT Corp. ("MCT") in exchange for the Company's 100
percent ownership of Vostok Mobile B.V., a Netherlands registered private
limited holding company that owns the Company's Russian cellular operations.
Initially, the Company will acquire 24 percent of MCT which the Company expects
to be diluted to 18 percent as a result of MCT's currently contemplated equity
offering. As part of the transaction the Company also acquired $9 million of MCT
debt convertible into equity securities for cash. The Company's press release
announcing such matter is attached hereto as Exhibit 99.2.
On September 19, 2000, GTS stated on Securities and Exchange Commission
Form 8-K, that it will require $250 million of additional financing in order to
be fully-funded through 2001. GTS stated that it expects that the required $250
million in additional financing could be raised through debt or equity financing
(which may be convertible into GTS's common stock) or through the proceeds of
the sale of its shares of common stock in GTI or through the proceeds of the
sale of its 50 percent interest in Flag Atlantic Limited or some combination of
both. GTS's Form 8-K stating such matter is attached hereto as Exhibit 99.3.
This report includes forward-looking statements, which involve risk and
uncertainty. We have based these statements on the Company's current
expectations about future events. These forward-looking statements are subject
to risks, uncertainties and assumptions, including, among other thing, our
ability to consummate the planned transaction, the ability of MCT Corp. to
further develop its cellular networks, build a management team and implement its
business and acquisition strategy, the receipt of any requisite political and
regulatory approvals, GTS's need for additional financing, the implementation of
GTS's business strategy, and the conditions of the market. These forward-looking
statements may differ materially from actual events because they involve
estimates, assumptions, and uncertainties.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
DESIGNATION DESCRIPTION
99.1 Press release announcing the appointment of Robert J. Amman
to the positions of Director and Chairman of the Board.
99.2 Press release announcing the agreement to acquire 18 percent
of MCT Corp. in exchange for the Company's Russian mobile
properties.
99.3 Securities and Exchange Commission Form 8-K dated September
19, 2000 filed by GTS.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ DAVID J. WISHER
------------------------------------------
Name: David J. Wisher
Title: Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
Date: October 10, 2000
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99.1 Press release announcing the appointment of Robert J. Amman to
the positions of Director and Chairman of the Board.
99.2 Press release announcing the agreement to acquire 18 percent of
MCT Corp. in exchange for the Company's Russian mobile
properties.
99.3 Securities and Exchange Commission Form 8-K dated September 19,
2000 filed by GTS.
</TABLE>
