WINSTAR COMMUNICATIONS INC
424B3, 2000-09-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                Filed pursuant to Rule 424(b)(3)
                                                          SEC File No. 333-43106

                          WINSTAR COMMUNICATIONS, INC.

                         362,675 SHARES OF COMMON STOCK

         This prospectus covers the resale, from time to time, of up to an
aggregate of 362,675 shares of our common stock by a holder thereof.

         We will not receive any proceeds from the sale of these shares by the
selling stockholder. We are paying on behalf of the selling stockholder all
costs associated with the registration of these shares under the Securities Act
of 1933, as amended.

                              --------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

              The date of this prospectus is August 29, 2000




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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                          <C>
About This Prospectus.............................................................................................3
Where You Can Find More Information...............................................................................3
Forward-looking Statements........................................................................................4
Winstar's Business................................................................................................5
Risk Factors......................................................................................................5
Selling Stockholder and Plan of Distribution......................................................................5
Legal Matters.....................................................................................................7
Experts...........................................................................................................7
</TABLE>

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                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission. This prospectus provides you with a
general description of the shares being offered from time to time by the selling
stockholder. You should read this prospectus together with the additional
information described below under the heading "Where You Can Find More
Information."

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed a registration statement on Form S-3 under the Securities
Act of 1933, as amended, with the SEC. This prospectus is part of that
registration statement and does not contain all of the information included in
the registration statement. For further information about us and our common
stock and other securities, you may refer to the registration statement and its
exhibits and schedules as well as the documents described below. You can review
and copy these documents at the public reference facilities maintained by the
SEC or on the SEC's website as described below.

         We also file annual, quarterly and special reports, proxy statements
and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. These documents are also available at the
public reference rooms at the SEC's regional offices in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available at the offices
of the Nasdaq National Market in Washington, D.C.

         The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. This
prospectus incorporates by reference our documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:

         o    Annual Report on Form 10-K, as amended, for the year ended
              December 31, 1999;

         o    Quarterly Report on Form 10-Q filed May 15, 2000;

         o    Proxy Statement for the Annual Meeting of Stockholders held on
              June 28, 2000, filed May 23, 2000;

         o    Current Report on Form 8-K filed June 1, 2000;

         o    Quarterly Report on Form 10-Q filed August 14, 2000; and


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         o    The description of our common stock contained in our
              registration statement on Form 8-A, as amended (File No.
              1-10726), under the Exchange Act.

         We will provide any person to whom a prospectus is delivered a copy of
any and all of the documents incorporated in this prospectus by reference upon
their written or oral request. If you desire any of these documents, please
contact us at Winstar Communications, Inc., 685 Third Avenue, New York, New
York, 10017, Attention: Investor Relations, 212-792-9800.

                           FORWARD-LOOKING STATEMENTS

         This prospectus contains forward-looking statements. These
forward-looking statements include statements about our plans, objectives,
expectations, intentions and assumptions and other statements contained in this
prospectus that are not statements of historical fact. You can identify these
statements by words such as "may," "will," "should," "estimates," "plans,"
"expects," "believes," "intends" and similar expressions. We cannot guarantee
future results, levels of activity, performance or achievements. Our actual
results and the timing of certain events may differ significantly from the
results discussed in the forward-looking statements. Factors that may cause
actual results to differ materially from those contemplated by the forward-
looking statements include, without limitation:

         o our ability to service our debt or to obtain financing for the
           buildout of our domestic and international telecommunications
           networks;

         o our ability to attract and retain a sufficient revenue-generating
           customer base;

         o competitive pressures in the telecommunications and technology
           industries;

         o general economic conditions in the markets in which we operate; and

         o other risks detailed from time to time in our SEC filings.

         We do not undertake to update or revise our forward-looking statements
or risk factors to reflect future events or circumstances.



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                               WINSTAR'S BUSINESS

         We provide our customers with broadband services. These services
include high-speed Internet and data, Web hosting and design, phone services,
Web-based applications, e-commerce, professional services and Office.com'r', a
Service From Winstar, the top-ranked online business service for small- and
medium-sized businesses. We offer a comprehensive suite of these services across
our own end-to-end broadband network in the top 60 markets in the United States.
We also offer services in 12 overseas markets, including Amsterdam, Brussels,
Buenos Aires, London and Tokyo.

         We are also rapidly building a widely available broadband network which
we believe will enable us to offer broadband services to a majority of the
business market in the United States. Our domestic network combines local and
long-haul capacity with voice and data switching facilities and is capable of
carrying a substantial portion of our customers' communications traffic from
point of origin to point of termination.

CORPORATE INFORMATION

         We were incorporated under the laws of the State of Delaware in
September 1990. Our principal executive offices are located at 685 Third Avenue,
New York, New York 10017 and our telephone number is (212) 792-9800.

                                  RISK FACTORS

         Potential investors are urged to read and consider the risk factors
relating to an investment in Winstar set forth in our SEC filings, including our
Annual Report on Form 10-K for the year ended December 31, 1999, as amended.

                  SELLING STOCKHOLDER AND PLAN OF DISTRIBUTION

         This prospectus relates to the resale by the selling stockholder named
below of the shares of our common stock listed below. All of the shares being
registered under the registration statement of which this prospectus forms a
part are being so registered under registration rights granted by us to the
selling stockholder. The selling stockholder does not have a material
relationship with us or any of our predecessors or affiliates within the past
three years.

<TABLE>
<CAPTION>
                                                        Beneficial
                                                       Ownership of                      Number of
                                                     Common Stock as                 Shares of Common
Name of Selling Stockholder                         of August 24, 2000               Stock to be Sold
---------------------------                         -------------------              -----------------
<S>                                              <C>                               <C>
Lakeside Ventures LLC                                     362,675                         362,675
</TABLE>



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PLAN OF DISTRIBUTION

         The sale or distribution of the securities may be effected directly to
purchasers by the selling stockholder or by any donee, pledgee or transferee as
principals or through one or more underwriters, brokers, dealers or agents from
time to time in one or more public or private transactions, including:

         o   block trades;

         o   on any exchange or in the over-the-counter market;

         o   in transactions otherwise than on an exchange or in the over-the-
             counter market;

         o   through the writing of put or call options relating to the
             securities;

         o   the short sales of the securities;

         o   through the lending of such securities;

         o   through the distribution of the securities by any selling
             stockholder to its partners, members or shareholders; or

         o   through a combination of any of the above.

         Any of these transactions may be effected:

         o   at market prices prevailing at the time of sale;

         o   at prices related to such prevailing market prices;

         o   at varying prices determined at the time of sale; or

         o   at negotiated or fixed prices.

         If the selling stockholder effects transactions by selling securities
to or through underwriters, brokers, dealers or agents, these underwriters,
brokers, dealers or agents may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders or purchasers. These
discounts may be in excess of those customary for the types of transactions
involved.

         The selling stockholder and any brokers, dealers or agents that
participate in the distribution of the securities may be deemed to be
underwriters. Any profit on the sale of securities by them and any discounts,
concessions or commissions received by any of the underwriters, brokers, dealers
or agents may be deemed to be underwriting discounts and commissions under the
Securities Act.



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         Under the securities laws of some states, the securities may be sold in
these states only through registered or licensed brokers or dealers. In
addition, in some states, the securities may not be sold unless the securities
have been registered or qualified for sale in the state or an exemption from
registration or qualification is available and is complied with.

         The selling stockholder may also resell all or a portion of its
securities in open market transactions in reliance upon Rule 144 under the
Securities Act. In these cases, it must meet the criteria and conform to the
requirements of that rule.

         We will pay all of the costs, expenses and fees incident to the
registration, offering and sale of these securities to the public other than
commissions, fees and discounts of underwriters, brokers, dealers and agents. We
have agreed to indemnify the selling stockholders and any underwriters against
certain liabilities, including liabilities under the Securities Act. We will not
receive any of the proceeds from the sale of any of the securities by the
selling stockholder.

                                  LEGAL MATTERS

         The validity of the shares offered will be passed on for us by our
counsel, Graubard Mollen & Miller, New York, New York. Certain partners and
employees of Graubard Mollen & Miller own shares of our common stock.

                                     EXPERTS

         Our consolidated financial statements as of December 31, 1998 and 1999
and for the years ended December 31, 1997, 1998 and 1999 incorporated by
reference into this prospectus, have been audited by Grant Thornton LLP,
independent certified public accountants, to the extent and for the periods
indicated in their reports thereon.



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