<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2000
REGISTRATION NO. 333-43666
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FIRSTMARK COMMUNICATIONS EUROPE S.A.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
LUXEMBOURG 4813 N/A
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
incorporation or organization) Classification Code Number)
</TABLE>
------------------------------
3 RUE JEAN PIRET,
L-2350, LUXEMBOURG
+352 26499800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
FIRSTMARK COMMUNICATIONS INTERNATIONAL L.L.C.
660 MADISON AVENUE
22ND FLOOR
NEW YORK, NY 10021
212 699 4400
(Address, including zip code, and telephone number, including area code, of
registrant's agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
TIMOTHY E. PETERSON, ESQ. STEWART M. ROBERTSON, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON SULLIVAN & CROMWELL
4 CHISWELL STREET ST. OLAVE'S HOUSE
LONDON EC1Y 4UP 9A IRONMONGER LANE
+44 20 7972 9600 LONDON EC2V 8EY
+44 20 7710 6500
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the registration statement for the same
offering. / /
------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(2)
<S> <C> <C> <C>
Class B common stock, $1.50 par value per share(1) $ $225,000,000
<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Class B common stock, $1.50 par value per share(1) $59,400(3)
</TABLE>
(1) Includes (i) shares of Class B common stock that are to be offered in the
form of shares or American Depositary Shares, (ii) shares of Class B common
stock that the Underwriters may purchase in the form of shares or American
Depositary Shares to cover over-allotments, if any, and (iii) shares that
are to be offered and sold to persons outside the United States but that may
be resold from time to time in the United States. The American Depositary
Shares (each representing one share of Class B common stock) evidenced by
American Depositary Receipts upon deposit of the shares of Class B common
stock registered hereby are being registered under a separate registration
statement on Form F-6.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(3) Previously paid.
------------------------------
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
THIS AMENDMENT NO. 1 TO FIRSTMARK COMMUNICATIONS EUROPE S.A.'S REGISTRATION
STATEMENT ON FORM S-1 (FILE NO. 333-43666) HAS BEEN FILED SOLELY FOR THE PURPOSE
OF FILING AN EXHIBIT. THE PROSPECTUS HAS BEEN OMITTED FROM THIS AMENDMENT NO. 1
AS NO CHANGES HAVE BEEN MADE TO THE PROSPECTUS PREVIOUSLY FILED AUGUST 11, 2000.
THIS AMENDMENT NO. 1 CONSISTS OF THE REGISTRATION STATEMENT FACING PAGE, THIS
EXPLANATORY NOTE, PART II OF THE REGISTRATION STATEMENT AND AN EXHIBIT.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses and costs payable by FirstMark
(other than underwriting discounts and commissions) expected to be incurred in
connection with the issuance and distribution of the securities described in
this registration statement. All amounts are estimated except for the Securities
and Exchange Commission's registration fee and the National Association of
Securities Dealers' filing fee.
<TABLE>
<CAPTION>
AMOUNT
-----------
<S> <C>
Registration fee under Securities Act....................... $ 59,400
NASD filing fee............................................. 23,000
The Nasdaq National Market fees............................. *
Neuer Markt fees............................................ *
Legal fees and expenses..................................... *
Blue sky fees and expenses.................................. *
Accounting fees and expenses................................ *
Printing and engraving expenses............................. *
Registrar and transfer agent fees........................... *
Miscellaneous expenses...................................... *
-----------
Total................................................... $ *
===========
</TABLE>
------------------------
* To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our articles of incorporation provide for indemnification of directors and
officers to the full extent provided by Luxembourg law.
We have obtained insurance policies insuring our directors and officers and
those of our subsidiaries against certain liabilities they may incur in their
capacity as directors and officers. Under these policies, the insurer, on behalf
of FirstMark, may also pay amounts for which FirstMark has granted
indemnification to the directors or officers.
Additionally, reference is made to the underwriting agreements filed as
Exhibits 1.1 and 1.2 to this registration statement, which provides for
indemnification by the underwriters of FirstMark, its directors and officers who
sign the registration statement and persons who control FirstMark, under certain
circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since the registrant's formation on July 8, 1998, the registrant has issued
and sold the following unregistered securities:
1. On July 8, 1998, the registrant was formed as FirstMark Communications
Europe SCA, a legal partnership with a capital of $40,000 consisting of 1
registered unlimited liability share, par value $1,000, issued to
FirstMark Communications International II LLC and 39 registered limited
liability shares, par value of $1,000, issued to FirstMark Communications
International LLC. The sale was conducted pursuant to an exemption from
the U.S. Securities Act pursuant to Section 4(2) thereof.
II-1
<PAGE>
2. On May 21, 1999, the registrant replaced 1 registered unlimited
liability share, par value $1,000 issued to FirstMark Communications
International II LLC with 1 registered unlimited liability share, par
value $1.50. The registrant also replaced 39 registered limited liability
shares, par value of $1,000, issued to FirstMark Communications
International LLC with 26,000 shares of common stock, par value $1.50 per
share, and further increased its share capital by the issuance of 64,000
shares of common stock, par value $1.50 per share, to FirstMark
Communications International LLC. The sale was conducted pursuant to an
exemption from the U.S. Securities Act pursuant to Section 4(2) thereof
and Section 3(c)(a) thereof.
3. On May 21, 1999, pursuant to a subscription agreement, the registrant
agreed to issue an aggregate of 10,015 shares of Series A convertible
preferred stock, par value $1.50 per share, to a private investor. Under
the subscription agreement, the registrant issued to the investor 10,000
shares of Series A convertible preferred stock. In August and October
1999, the registrant issued the remaining 15 shares of Series A
convertible preferred stock to the investor on January 19, 2000. The
shares were issued in accordance with Regulation S of the U.S. Securities
Act.
4. On January 24, 2000, in connection with a credit facilities agreement
between the registrant and ABN AMRO Ventures B.V., the registrant issued
1,198 share of Series E convertible preferred stock, par value $1.50 per
share, to ABN AMRO Ventures B.V. The shares were issued in accordance
with Regulation S of the U.S. Securities Act.
5. On January 24, 2000, pursuant to a subscription agreement, the
registrant issued 2,272 shares of Series B convertible preferred stock,
par value $1.50 per share, to a private investor. The sale was conducted
pursuant to an exemption from the U.S. Securities Act pursuant to
Section 4(2) thereof.
6. On January 24, 2000, pursuant to a private investor's exercise of its
preemptive rights under the registrant's stockholders agreement, the
registrant issued 253 shares of Series B convertible preferred stock, par
value $1.50 per share, and 1,106 shares of Series C convertible preferred
stock, par value $1.50 per share. The shares were issued in accordance
with Regulation S of the U.S. Securities Act.
7. On January 24, 2000, pursuant to a contribution agreement, the
registrant issued 9,937 shares of Series C convertible preferred stock,
par value $1.50 per share, to FirstMark Fiber Holdings LLC in exchange
for FirstMark Fiber Holdings LLC's 80% ownership interest in LambdaNet
Communications GmbH. The exchange was conducted pursuant to an exemption
from the U.S. Securities Act pursuant to Section 4(2) thereof.
8. On April 7, 2000, pursuant to a subscription agreement, the registrant
issued 10,392 shares of Series F-1 convertible preferred stock, par value
$1.50 per share, to ABN AMRO Ventures B.V. The shares were issued in
accordance with Regulation S of the U.S. Securities Act. On June 15,
2000, the registrant repurchased these shares as described below.
9. On April 27, 2000, the registrant issued 383 shares of Series E
convertible preferred stock, par value $1.50 per share, to ABN AMRO
Ventures B.V. For a limited time, the registrant has a call right to
acquire all 383 shares of Series E convertible preferred stock at an
exercise price of $1.50 per share. The options were granted in accordance
with Regulation S of the U.S. Securities Act. In connection with the
issuance of shares of Series E convertible preferred stock, the
registrant exercised this call right as described below. On June 15,
2000, the registrant repurchased these shares as described below.
10. On June 15, 2000, pursuant to a sale and transfer agreement with ABN
AMRO Ventures B.V., the registrant repurchased 10,392 shares of
Series F-1 convertible preferred stock, par value
II-2
<PAGE>
$1.50 per share, belonging to ABN AMRO Ventures B.V. and 383 shares of
Series E convertible preferred stock, par value $1.50 per share. These
shares were subsequently reissued pursuant to a subscription agreement
with certain private investors. The shares were issued in accordance with
Regulation S of the U.S. Securities Act.
11. On June 15 and July 18, 2000, pursuant to a subscription agreement, the
registrant issued 96,000 shares of Series F convertible preferred stock,
par value $1.50 per share, and 24,000 shares of Series F-2 convertible
preferred stock, par value $1.50 per share, to a group of private
investors. The sale was conducted pursuant to an exemption from the U.S.
Securities Act pursuant to Section 4(2) thereunder and in accordance with
Regulation S.
12. On June 15, 2000, pursuant to a contribution agreement, the registrant
issued 466 shares of common stock, par value $1.50 per share, to
FirstMark Communications International LLC. The shares were issued
pursuant to an exemption from the U.S. Securities Act pursuant to
Section 4(2) thereof.
13. On June 26, 2000, pursuant to a letter agreement, the registrant
committed and became obligated to issue, subject to certain adjustments
contained in the letter, approximately 541 shares of common stock, par
value $1.50 per share, to Audiocom S.A. The exchange is expected to be
conducted pursuant to an exemption from the U.S. Securities Act pursuant
to Regulation S thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as exhibits to this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1 Form of U.S. Underwriting Agreement.**
1.2 Form of International Underwriting Agreement.**
3.1 Form of Amended Articles of Incorporation of FirstMark
Communications Europe S.A.**
4.1 Specimen Certificate representing the Class B Common
Stock.**
4.2 Form of Depositary Agreement among FirstMark Communications
Europe S.A., Bankers Trust Company (as Depositary) and
Registered Holders and Beneficial Owners of American
Depositary Receipts issued thereunder.**
5.1 Opinion of Arendt & Medernach as to the legality of the
shares of Common Stock registered hereunder.**
10.1 Form of Fourth Amended and Restated Stockholders Agreement
by and among FirstMark Communications Europe S.A., FirstMark
Communications International L.L.C., FirstMark
Communications International II L.L.C., FirstMark Fiber
Holdings L.L.C. and Other Investors Signatory thereto.**
10.2 1999 Stock Option Plan.**
10.3 2000 Stock Option Plan.**
10.4 Shareholders Agreement among the Shareholders of FirstMark
Communications France SAS, dated as of January 21, 2000.*
10.5 Partners Agreement between the Partners of FirstMark
Communications Espana, S.L., dated November 18, 1999.*
10.6 Credit Agreement between LambdaNet Communications GmbH,
Hanover and Bayerische Hypo- und Vereinsbank
Aktiengesellschaft, Munich, dated January 21, 2000.*
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
10.7 Euro 480 Million Multi-Tranche Senior Facility Agreement
between FirstMark Communications Deutschland Holdings GmbH
(as borrower), FirstMark Communications Deutschland GmbH (as
guarantor), Deutsche Bank AG (as arranger and fronting
bank), Deutsche Bank Luxembourg S.A. (as facility agent),
Deutsche Bank Luxembourg S.A. (as security agent), and each
Financial Institutions Listed therein, dated May 2000;
Supplemental Agreement dated May 2000; Equity Commitment
Undertaking dated May 2000; and Amendment Agreement dated
2000.*
10.8 ABN-AMRO Bank's Guarantee for FirstMark Communications
Espana, S.L., dated April 7, 2000.*
10.9 Commercial Contract of Counter Guaranteee and Disclosure of
Security Bond between FirstMark Communications Europe and
the other parties named therein, dated April 7, 2000.*
10.10 Contract on the Usage of Optical Waveguides and Technical
Systems Premises between Carriers' Carrier Gesellschaft mbH
and GasLine GmbH & Co. KG, dated July 14, 1999. Application
to be filed with the Securities and Exchange Commission,
pursuant to Rule 406 of the Securities Act of 1933, as
amended, for confidential treatment of certain portions of
this exhibit.*
10.11 Loan Contract and Convertible Bond between CCG Carriers'
Carrier GmbH, FirstMark Fiber Holdings L.L.C., LambdaNet
Communications Mitarbeiter GbR, and GasLINE
Telekommunikationsnetzgesellschaft, dated July 14, 1999.*
10.12 Connection Service Agreement between Louis Dreyfus
Communications S.A. and LambdaNet Communications France SAS,
dated April 26, 2000. Application to be filed with the
Securities and Exchange Commission, pursuant to Rule 406 of
the Securities Act of 1933, as amended, for confidential
treatment of certain portions of this exhibit.*
10.13 Contract for Access to Subscriber's Line between FirstMark
Communications Deutschland GmbH and Deutsche Telekom AG,
dated November 19, 1999.*
10.14 Interconnection Contract between FirstMark Communications
Deutschland GmbH and Deutsche Telekom AG, dated March 29,
2000. Application to be filed with the Securities and
Exchange Commission, pursuant to Rule 406 of the Securities
Act of 1933, as amended, for confidential treatment of
certain portions of this exhibit.*
10.15 Agreement regulating the Provision of and Transferring
Control over Carrier Fixed Links for the FirstMark Network
between FirstMark Communications Deutschland GmbH and
Deutsche Telekom AG, dated April 6, 2000.*
10.16 Skeleton Contract between Carriers' Carrier Gesellschaft mbH
and Nortel DASA Network Systems GmbH & Co. KG for Purchase
of Transmission Systems and Related Services, dated
September 21, 1999. Application to be filed with the
Securities and Exchange Commission, pursuant to Rule 406 of
the Securities Act of 1933, as amended, for confidential
treatment of certain portions of this exhibit.*
10.17 Framework Agreement between LambdaNet Communications
Gesellschaft mbH and Nortel Networks plc, dated April 12,
2000. Application to be filed with the Securities and
Exchange Commission, pursuant to Rule 406 of the Securities
Act of 1933, as amended, for confidential treatment of
certain portions of this exhibit.*
10.18 European Agreement between FirstMark Communications Europe
SA and Siemens AG, dated May 16, 2000; PMP Contract between
FirstMark Communications Deutschland GmbH and Siemens
Aktiengesellschaft, dated May 25, 2000. Application to be
filed with the Securities and Exchange Commission, pursuant
to Rule 406 of the Securities Act of 1933, as amended, for
confidential treatment of certain portions of this exhibit.*
10.19 Services Agreement between FirstMark Communications
International L.L.C. and FirstMark Communications Europe
S.A., executed as of June 15, 2000.*
10.20 Services Agreement between FirstMark Communications Europe
S.A. and FirstMark Communications Latin American L.L.C.,
made on March 31, 2000.*
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
10.21 Employment Contract between FirstMark Europe Ltd. and
Timothy A. Samples, made on May 11, 2000.*
10.22 Promissory Note between Timothy A. Samples and FirstMark
Communications Europe SA for $1,000,000, dated May 11,
2000.*
10.23 Stock Option Agreement between FirstMark Communications
Europe SA and Timothy A. Samples, dated May 11, 2000.*
10.24 Employment Contract between FirstMark Europe Ltd. and Bob
Koenig, made on April 5, 2000.*
10.25 Promissory Note between Bob Koenig and FirstMark
Communications Europe SA for $500,000, dated April 5, 2000.*
10.26 Employment Contract between FirstMark Europe SCA and Michael
J. Taylor, made on April 19, 1999.*
10.27 Employment Contract between FirstMark Europe Ltd. and Keith
Cornell, made on October 13, 1999.*
10.28 Employment Contract between FirstMark Europe SCA and Donal
Byrne, made on September 13, 1999.*
10.29 Employment Contract between FirstMark Europe SCA and
Dr. Dieter Finke, made on April 30, 1999.*
10.30 License Class 3 for the Operation of Infrastructure for
Offering Telecommunications Services to the public by the
Licensee or Third Parties.*
10.31 License Class 4 for Voice Telephony based on Self-Operating
Telecommunciations Networks.*
10.32 Granting of Spanish C2 Licenses by the Spanish Ministry of
Development and Infrastructure, dated March 8, 2000.*
10.33 Trademark Agreement between FirstMark Holdings L.L.C. and
FirstMark Communications Europe S.A., dated ,
2000.**
10.34 Contract for the Use and Maintenance of a Fibre Optic
Network (Trunk Network) between Red Nacional de los
Ferrocarriles Espanoles and FirstMark Communications Europe,
S.A. dated August 1, 2000.
11.1 Statement re computation of earnings per share.**
21.1 Subsidiaries of the registrant.*
23.1 Consent of Arthur Andersen.*
23.2 Consent of Arthur Andersen.*
23.3 Consent of Arendt & Medernach (included in exhibit 5.1).**
24.1 Power of Attorney (included on signature page).*
27 Financial Data Schedule.**
</TABLE>
------------------------
* Previously filed.
**To be filed by amendment.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the U.S. 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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
II-5
<PAGE>
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 Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) It will provide to the underwriters at the closing specified in the
underwriting agreement certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery
to each purchaser.
(2) For purposes of determining any liability under the U.S. Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the U.S. Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
(3) For the purpose of determining any liability under the U.S. Securities
Act, each post-effective amendment that contains a form of prospectus
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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in London, England,
on September 11, 2000.
<TABLE>
<S> <C> <C>
FIRSTMARK COMMUNICATIONS EUROPE S.A.
BY: *
-----------------------------------------
Timothy Samples
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* September 11, 2000
------------------------------------------- Co-Chairman of Board of
Lynn Forester Directors
* September 11, 2000
------------------------------------------- Co-Chairman of Board of
Michael Price Directors
* Chief Executive Officer September 11, 2000
------------------------------------------- (Principal Executive
Timothy Samples Officer) and Director
* Chief Financial Officer September 11, 2000
------------------------------------------- (Principal Financial
Robert Koenig Officer)
* September 11, 2000
------------------------------------------- Director
Victor Bischoff
* September 11, 2000
------------------------------------------- Director
Juan Luis Cebrian
* September 11, 2000
------------------------------------------- Director
Edward A. Gilhuly
* September 11, 2000
------------------------------------------- Director
Alan E. Goldberg
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* September 11, 2000
------------------------------------------- Director
Francois Jaclot
* September 11, 2000
------------------------------------------- Director
David Lee
* September 11, 2000
------------------------------------------- Director
Sir Evelyn de Rothschild
* September 11, 2000
------------------------------------------- Director
Lawrence B. Sorrel
* September 11, 2000
------------------------------------------- Director
Barry S. Volpert
* September 11, 2000
------------------------------------------- Director
Helmut Werner
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ RAJ K. DE DATTA
--------------------------------------
Raj K. De Datta
Attorney-in-Fact
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1 Form of U.S. Underwriting Agreement.**
1.2 Form of International Underwriting Agreement.**
3.1 Form of Amended Articles of Incorporation of FirstMark
Communications Europe S.A.**
4.1 Specimen Certificate representing the Class B Common
Stock.**
4.2 Form of Depositary Agreement among FirstMark Communications
Europe S.A., Bankers Trust Company (as Depositary) and
Registered Holders and Beneficial Owners of American
Depositary Receipts issued thereunder.**
5.1 Opinion of Arendt & Medernach as to the legality of the
shares of Common Stock registered hereunder.**
10.1 Form of Fourth Amended and Restated Stockholders Agreement
by and among FirstMark Communications Europe S.A., FirstMark
Communications International L.L.C., FirstMark
Communications International II L.L.C., FirstMark Fiber
Holdings L.L.C. and Other Investors Signatory thereto.**
10.2 1999 Stock Option Plan.**
10.3 2000 Stock Option Plan.**
10.4 Shareholders Agreement among the Shareholders of FirstMark
Communications France SAS, dated as of January 21, 2000.*
10.5 Partners Agreement between the Partners of FirstMark
Communications Espana, S.L., dated November 18, 1999.*
10.6 Credit Agreement between LambdaNet Communications GmbH,
Hanover and Bayerische Hypo- und Vereinsbank
Aktiengesellschaft, Munich, dated January 21, 2000.*
10.7 Euro 480 Million Multi-Tranche Senior Facility Agreement
between FirstMark Communications Deutschland Holdings GmbH
(as borrower), FirstMark Communications Deutschland GmbH (as
guarantor), Deutsche Bank AG (as arranger and fronting
bank), Deutsche Bank Luxembourg S.A. (as facility agent),
Deutsche Bank Luxembourg S.A. (as security agent), and each
Financial Institutions Listed therein, dated May 2000;
Supplemental Agreement dated May 2000; Equity Commitment
Undertaking dated May 2000; and Amendment Agreement dated
2000.*
10.8 ABN-AMRO Bank's Guarantee for FirstMark Communications
Espana, S.L., dated April 7, 2000.*
10.9 Commercial Contract of Counter Guaranteee and Disclosure of
Security Bond between FirstMark Communications Europe and
the other parties named therein, dated April 7, 2000.*
10.10 Contract on the Usage of Optical Waveguides and Technical
Systems Premises between Carriers' Carrier Gesellschaft mbH
and GasLine GmbH & Co. KG, dated July 14, 1999. Application
to be filed with the Securities and Exchange Commission,
pursuant to Rule 406 of the Securities Act of 1933, as
amended, for confidential treatment of certain portions of
this exhibit.*
10.11 Loan Contract and Convertible Bond between CCG Carriers'
Carrier GmbH, FirstMark Fiber Holdings L.L.C., LambdaNet
Communications Mitarbeiter GbR, and GasLINE
Telekommunikationsnetzgesellschaft, dated July 14, 1999.*
10.12 Connection Service Agreement between Louis Dreyfus
Communications S.A. and LambdaNet Communications France SAS,
dated April 26, 2000. Application to be filed with the
Securities and Exchange Commission, pursuant to Rule 406 of
the Securities Act of 1933, as amended, for confidential
treatment of certain portions of this exhibit.*
10.13 Contract for Access to Subscriber's Line between FirstMark
Communications Deutschland GmbH and Deutsche Telekom AG,
dated November 19, 1999.*
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.14 Interconnection Contract between FirstMark Communications
Deutschland GmbH and Deutsche Telekom AG, dated March 29,
2000. Application to be filed with the Securities and
Exchange Commission, pursuant to Rule 406 of the Securities
Act of 1933, as amended, for confidential treatment of
certain portions of this exhibit.*
10.15 Agreement regulating the Provision of and Transferring
Control over Carrier Fixed Links for the FirstMark Network
between FirstMark Communications Deutschland GmbH and
Deutsche Telekom AG, dated April 6, 2000.*
10.16 Skeleton Contract between Carriers' Carrier Gesellschaft mbH
and Nortel DASA Network Systems GmbH & Co. KG for Purchase
of Transmission Systems and Related Services, dated
September 21, 1999. Application to be filed with the
Securities and Exchange Commission, pursuant to Rule 406 of
the Securities Act of 1933, as amended, for confidential
treatment of certain portions of this exhibit.*
10.17 Framework Agreement between LambdaNet Communications
Gesellschaft mbH and Nortel Networks plc, dated April 12,
2000. Application to be filed with the Securities and
Exchange Commission, pursuant to Rule 406 of the Securities
Act of 1933, as amended, for confidential treatment of
certain portions of this exhibit.*
10.18 European Agreement between FirstMark Communications Europe
SA and Siemens AG, dated May 16, 2000; PMP Contract between
FirstMark Communications Deutschland GmbH and Siemens
Aktiengesellschaft, dated May 25, 2000. Application to be
filed with the Securities and Exchange Commission, pursuant
to Rule 406 of the Securities Act of 1933, as amended, for
confidential treatment of certain portions of this exhibit.*
10.19 Services Agreement between FirstMark Communications
International L.L.C. and FirstMark Communications Europe
S.A., executed as of June 15, 2000.*
10.20 Services Agreement between FirstMark Communications Europe
S.A. and FirstMark Communications Latin American L.L.C.,
made on March 31, 2000.*
10.21 Employment Contract between FirstMark Europe Ltd. and
Timothy A. Samples, made on May 11, 2000.*
10.22 Promissory Note between Timothy A. Samples and FirstMark
Communications Europe SA for $1,000,000, dated May 11,
2000.*
10.23 Stock Option Agreement between FirstMark Communications
Europe SA and Timothy A. Samples, dated May 11, 2000.*
10.24 Employment Contract between FirstMark Europe Ltd. and Bob
Koenig, made on April 5, 2000.*
10.25 Promissory Note between Bob Koenig and FirstMark
Communications Europe SA for $500,000, dated April 5, 2000.*
10.26 Employment Contract between FirstMark Europe SCA and Michael
J. Taylor, made on April 19, 1999.*
10.27 Employment Contract between FirstMark Europe Ltd. and Keith
Cornell, made on October 13, 1999.*
10.28 Employment Contract between FirstMark Europe SCA and Donal
Byrne, made on September 13, 1999.*
10.29 Employment Contract between FirstMark Europe SCA and
Dr. Dieter Finke, made on April 30, 1999.*
10.30 License Class 3 for the Operation of Infrastructure for
Offering Telecommunications Services to the public by the
Licensee or Third Parties.*
10.31 License Class 4 for Voice Telephony based on Self-Operating
Telecommunciations Networks.*
10.32 Granting of Spanish C2 Licenses by the Spanish Ministry of
Development and Infrastructure, dated March 8, 2000.*
10.33 Trademark Agreement between FirstMark Holdings L.L.C. and
FirstMark Communications Europe S.A., dated ,
2000.**
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<TABLE>
<C> <S>
10.34 Contract for the Use and Maintenance of a Fibre Optic
Network (Trunk Network) between Red Nacional de los
Ferrocarriles Espanoles and FirstMark Communications Europe,
S.A. dated August 1, 2000.
11.1 Statement re computation of earnings per share.**
21.1 Subsidiaries of the registrant.*
23.1 Consent of Arthur Andersen.*
23.2 Consent of Arthur Andersen.*
23.3 Consent of Arendt & Medernach (included in exhibit 5.1).**
24.1 Power of Attorney (included on signature page).*
27 Financial Data Schedule.**
</TABLE>
------------------------
* Previously filed.
**To be filed by amendment.
