SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 15, 1999
WinStar Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-10726 13-3585278
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
230 Park Avenue, New York, New York 10169
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, (212) 687-7577
including area code: --------------
None
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
The Board of Directors of WinStar Communications, Inc. (the
"Company"), approved a second amendment (the "Second Amendment") to the Rights
Agreement dated as of July 2, 1997, as amended on June 3, 1999 (as so amended,
the "Rights Agreement"), by and between the Company and Continental Stock
Transfer and Trust Company, as Rights Agent. The Rights were previously
registered with the Securities and Exchange Commission on Form 8-A on July 2,
1997. The Amendment was adopted to increase the Purchase Price for each unit of
Series B Preferred Stock from $70 to $225.
A complete copy of the Second Amendment is attached hereto as
Exhibit 4.3 and is incorporated herein by reference. A copy of the Rights
Agreement is incorporated herein by reference to Exhibit 4 to the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on July 2, 1997 and to Exhibit 4.2 to the Company's Amendment to
Registration Statement on Form 8-A/A filed with the Securities and Exchange
Commission on June 3, 1999.
Item 7. Exhibits
4.1 Rights Agreement dated as of July 2, 1997 as filed as an
Exhibit to Form 8-A filed by the Registrant on July 2, 1997 is
incorporated herein by reference.
4.2 Amendment to the Rights Agreement dated as of June 3, 1999 as
filed as an Exhibit to Form 8-A/A filed by the Registrant on
June 3, 1999 is incorporated herein by reference.
4.3 Second Amendment to the Rights Agreement dated as of July 15,
1999 between WinStar Communications, Inc. and Continental
Stock Transfer and Trust Company, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
WINSTAR COMMUNICATIONS, INC.
By /s/ Frederic E. Rubin
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Frederic E. Rubin
Vice President and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
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4.1 Rights Agreement dated as of July 2, 1997 as filed as an
Exhibit to Form 8-A filed by the Registrant on July 2, 1997 is
incorporated herein by reference.
4.2 Amendment to the Rights Agreement dated as of June 3, 1999 as
filed as an Exhibit to Form 8-A/A filed by the Registrant on
June 3, 1999 is incorporated herein by reference.
4.3 Second Amendment to the Rights Agreement dated as of July 15,
1999 between WinStar Communications, Inc. and Continental
Stock Transfer and Trust Company, as Rights Agent.
SECOND AMENDMENT TO
RIGHTS AGREEMENT
AMENDMENT, made and entered into as of this 15th day of July,
1999 (this "Second Amendment"), by and between WINSTAR COMMUNICATIONS, INC. (the
"Company") and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent
(the "Rights Agent"), is being executed under the following circumstances:
WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement, dated as of July 2, 1997 and an Amendment to Rights Agreement,
dated as of June 3, 1999 (as so amended, the "Rights Agreement");
WHEREAS, effective July 2, 1997 (the "Rights Dividend
Declaration Date") the Board of Directors of the Company authorized and declared
a distribution of one Right (each, a "Right") for each share of Common Stock,
par value $.01 per share, of the Company (the "Company Common Stock")
outstanding at the Close of Business (as defined in the Rights Agreement) on
July 14, 1997 (the "Record Date"), and authorized the issuance of one right (as
such number may be adjusted pursuant to the Rights Agreement) for each share of
Company Common Stock issued between the Record Date (whether originally issued
or delivered from the Company's treasury) and, except as otherwise provided in
Section 22 of the Rights Agreement, the Distribution Date, each Right initially
representing the right to purchase upon the terms and subject to the conditions
set forth in the Rights Agreement one Unit (as defined in the Rights Agreement)
of Series B Preferred Stock (as defined in the Rights Agreement); and
WHEREAS, the Board of Directors of the Company, by resolution
duly adopted on July 2, 1999, authorized this Second Amendment to the Rights
Agreement and in accordance with Section 26 of the Rights Agreement.
NOW THEREFORE, the Company and the Rights Agent hereby amend
the Rights Agreement as follows, pursuant to Section 26 of the Rights Agreement:
1. Section 7(b) of the Rights Agreement shall be amended by
replacing the figure $70 as set forth therein with the figure $225. Accordingly,
Section 7(b) shall read in its entirety as follows:
"(b) The purchase price for each one one-thousandth of a share
(each such one one-thousandth of a share being a "Unit") of Preferred Stock upon
exercise of Rights shall be $225, subject to adjustment from time to time as
provided in Sections 11 and 13(a) (such purchase price, as so adjusted, being
the "Purchase Price"), and shall be payable in accordance with paragraph (c)
below."
The remainder of the Rights Agreement shall remain unchanged,
and the Rights Agreement as amended above, shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly execute on their behalf as of the date first above written.
WINSTAR COMMUNICATIONS, INC.
By: /s/ Frederic E. Rubin
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Frederic E. Rubin
Treasurer
CONTINENTAL STOCK TRANSFER
&TRUST COMPANY
By: /s/ Michael J. Nelson
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Michael J. Nelson
President
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