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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
Date of Report (Date of earliest event reported): September 19, 2000
TELEMONDE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-28113 62-1795931
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
230 Park Avenue, 10th 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 completed certain negotiations with the
WorldCom group ("WorldCom") with respect to the rescheduling of its debt
obligations to WorldCom in an amount of approximately $26.3 million arising
under its agreements with Worldcom for the purchase of five units (STM-1's) of
bandwidth capacity on the Gemini network.
WorldCom has accepted 15,766,792 shares of Telemonde common stock in
satisfaction of $9 million of the existing debt. The number of shares issued to
WorldCom was derived by dividing $9 million by the lesser of (i) $1.05 and (ii)
the 20 trading day average price of Telemonde's common stock immediately prior
to the closing date. Telemonde has granted certain registration rights to
WorldCom with respect to these shares. Telemonde has agreed to repay the whole
of the existing balance of the debt (the "Non-Equity Debt") to WorldCom in three
installments, with (i) $2 million due on September 29, 2000, (ii) $2 million due
on November 30, 2000, and (iii) the balance of the Non-Equity Debt due on
December 31, 2000. If Telemonde fails to pay the installment due on September
29, 2000, then Telemonde must pay WorldCom the whole of the Non-Equity Debt plus
an additional $1 million, both of which shall become immediately due and
payable. Without prejudice to WorldCom's right to enforce immediate payment of
the aforesaid sums, if WorldCom has not been paid such sums before December 31,
2000, a further sum of $1,910,917 becomes immediately due and payable by
Telemonde to WorldCom on December 31, 2000. If Telemonde fails to pay the
installment due on November 30, 2000 (having met its payment obligations on
September 29, 2000), the remaining balance of the Non-Equity Debt shall become
immediately due and payable. Without prejudice to WorldCom's right to enforce
immediate payment of the remaining balance of the Non-Equity Debt, even if
Telemonde defaults and subsequently remedies its failure to pay its September 29
obligations, if WorldCom has not been paid the remaining balance of the Non-
Equity Debt before December 31, 2000, a further sum of $1,910,917 becomes
immediately due and payable by Telemonde to WorldCom on December 31, 2000.
Finally, if Telemonde fails to pay the installment due on December 31, 2000
(having met its payment obligation on September 29, 2000) then Telemonde must
pay WorldCom an additional $2,910,917 (which sum equals an interest rate of 3%
above the LIBOR Rate on the total Non-Equity Debt calculated from June 30, 1999
to September 30, 2000), which shall become immediately due and payable. In
addition to the foregoing, in the event Telemonde fails to have repaid the whole
of the Non-Equity Debt and the aforesaid additional sums (if any) (the "Total
Debt") on or before December 31, 2000, then Telemonde must issue to WorldCom by
January 31, 2001, $2 million of shares of Telemonde common stock based on the
closing price on the last trading day of 2000 and must provide to WorldCom by
January 7, 2001 an additional pledge of shares of Telemonde common stock then
valued at 150% of the then outstanding balance of the Total Debt.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
4.4 Registration Rights Agreement, dated September 19, 2000, by and
among Telemonde, Inc., MCI WorldCom Global Networks U.S., Inc. and
MCI WorldCom Global Networks Limited
10.8 (e) Debt Conversion Agreement, dated July 25, 2000, by and among
Telemonde, Inc., MCI WorldCom Global Networks U.S., Inc. and MCI
WorldCom Global Networks Limited
10.8 (f) Amendment No. 2 to MCI WorldCom Global Networks U.S., Inc.
Standstill Letter, dated July 25, 2000, to and accepted by
Telemonde, Inc., Telemonde Networks Limited, Telemonde International
Bandwidth Limited
10.8 (g) Amendment No. 3 to MCI WorldCom Global Networks U.S., Inc.
Standstill Letter, dated September 19, 2000, to and accepted by
Telemonde, Inc., Telemonde Networks Limited, Telemonde International
Bandwidth Limited
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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: September 21, 2000
/s/ Paul E. Donofrio
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Paul E. Donofrio
Chief Financial Officer
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Exhibit Index
Exhibit Description
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4.4 Registration Rights Agreement, dated September 19, 2000, by and
among Telemonde, Inc., MCI WorldCom Global Networks U.S., Inc. and
MCI WorldCom Global Networks Limited
10.8 (e) Debt Conversion Agreement, dated July 25, 2000, by and among
Telemonde, Inc., MCI WorldCom Global Networks U.S., Inc. and MCI
WorldCom Global Networks Limited
10.8 (f) Amendment No. 2 to MCI WorldCom Global Networks U.S., Inc.
Standstill Letter, dated July 25, 2000, to and accepted by
Telemonde, Inc., Telemonde Networks Limited, Telemonde International
Bandwidth Limited
10.8 (g) Amendment No. 3 to MCI WorldCom Global Networks U.S., Inc.
Standstill Letter, dated September 19, 2000, to and accepted by
Telemonde, Inc., Telemonde Networks Limited, Telemonde International
Bandwidth Limited
