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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
(Mark One)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 14, 2000
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TELEMONDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28113 62-1795931
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
230 Park Avenue, 10/th/ Floor, New York, New York 10169
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (646) 435-5645
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Telemonde, Inc. ("Telemonde") has successfully completed its re-
negotiations with the Global Crossing group ("Global Crossing") in relation to
Telemonde Bandwidth (Bermuda) Limited's $52,000,000 default of its capacity
commitment agreement with Atlantic Crossing Limited (a subsidiary of Global
Crossing Limited).
Telemonde has authorized and issued to Global Crossing 5,000,000 shares of
its new Series A Convertible Preferred Stock, $.01 par value per share (the
"Preferred Shares"), and has entered into a new commitment to purchase
$8,000,000 of services from the Global Crossing portfolio over the next five
years at the market prices prevailing at the time of purchase. In exchange for
the Preferred Shares and the new purchase commitment, Global Crossing has
released Telemonde and its subsidiaries from their outstanding commitment to
purchase an aggregate of $42,930,000 worth of transatlantic capacity. In
addition, Global Crossing has agreed to reschedule Telemonde's $11,900,000
indebtedness to Global Crossing for services supplied to Telemonde and its
subsidiaries but not paid for. $9,000,000 of this indebtedness relates to the
purchase price for previously used capacity, and the remainder relates to other
services. Payments on the rescheduled indebtedness are due as follows: $1.4
million due on December 14, 2000; $0.5 million due on February 28, 2001; $4.0
million due on November 30, 2001; and $6.0 million due on November 30, 2002. The
December 14, 2000 payment was duly made. Interest on the outstanding amount will
accrue beginning December 14, 2000 at the rate of 7%, compounded annually, and
will be due and payable in a single amount on November 30, 2002.
The 5,000,000 Preferred Shares issued to Global Crossing are substantially
equivalent to 23,000,000 shares of Telemonde's Common Stock, $.001 par value per
share. The Preferred Shares may be converted into 23,000,000 shares of Common
Stock at any time after approval by Telemonde's shareholders of an increase in
Telemonde's authorized capital stock sufficient to enable such conversion. The
increase must take place on or before May 30, 2001. If Telemonde's shareholders
do not approve the increase, Telemonde will be obligated to pay Global Crossing,
on May 30, 2001, $4,025,000 (equal to the product of 23,000,000 and $0.175, the
closing price on December 14, 2000 of a share of Telemonde's Common Stock, as
reported by the Over-The-Counter Bulletin Board) in addition to the amounts
described above
In connection with the above transactions, Telemonde entered into an
Amended and Restated Registration Rights Agreement with Global Crossing and MCI
WorldCom Global Networks U.S., Inc. and MCI WorldCom Global Networks Limited
(collectively, "WorldCom"). Pursuant to this agreement, Telemonde has granted
Global Crossing certain registration rights with respect to the shares of Common
Stock to be issued to Global Crossing upon conversion of the Preferred Shares.
The Registration Rights Agreement also grants WorldCom the same rights with
respect to the 15,766,792 shares of Common Stock held by WorldCom, and amends,
restates and replaces the Registration Rights Agreement, dated as of September
19, 2000, between Telemonde and WorldCom.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
3.1(c) Certificate of Designation for Series A Convertible
Preferred Stock, $.01 par value.
4.5 Amended and Restated Registration Rights Agreement, dated as
of December 14, 2000, among Telemonde, Inc., MCI WorldCom
Global Networks U.S. Inc., MCI WorldCom Global Networks
Limited, and Global Crossing Limited.
10.16 Standstill Agreement, dated November 30, 2000, by and among
Telemonde, Inc., Telemonde Bandwidth (Bermuda) Ltd., Global
Crossing USA Inc, GT U.K. Ltd, GT Landing Corp. and Atlantic
Crossing Ltd.*
10.17 Capacity Commitment Agreement, dated December 14, 2000, by
and between Global Crossing Bandwidth Inc. and Telemonde
Inc.
99.4 Draft Press Release of the Company, dated December 29, 2000,
announcing the completion of negotiations and execution of
definitive agreements with the Global Crossing group.
* The Registrant agrees by this filing to supplementally
furnish a copy of the Exhibits and Schedules to this
Standstill Agreement to the Commission upon request.
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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 hereunto duly authorized.
TELEMONDE, INC.
Dated: December 29, 2000 By: /s/ Adam N. Bishop
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Adam N. Bishop
President & Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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3.1(c) Certificate of Designation for Series A Convertible Preferred
Stock, $.01 par value.
4.5 Amended and Restated Registration Rights Agreement, dated as of
December 14, 2000, among Telemonde, Inc., MCI WorldCom Global
Networks U.S. Inc., MCI WorldCom Global Networks Limited, and
Global Crossing Limited.
10.16 Standstill Agreement, dated November 30, 2000, by and among
Telemonde, Inc., Telemonde Bandwidth (Bermuda) Ltd., Global
Crossing USA Inc, GT U.K. Ltd, GT Landing Corp. and Atlantic
Crossing Ltd.*
10.17 Capacity Commitment Agreement, dated December 14, by and between
Global Crossing Bandwidth Inc. and Telemonde Inc.
99.4 Draft Press Release of the Company, dated December 29, 2000,
announcing the completion of negotiations and execution of
definitive agreements with the Global Crossing group.
* The Registrant agrees by this filing to supplementally furnish a
copy of the Exhibits and Schedules to this Standstill Agreement to
the Commission upon request.
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