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As filed with the Securities and Exchange Commission on August 26, 1997
Registration No. 333-18713
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
ON
FORM S-8
Under
THE SECURITIES ACT OF 1933
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PLD TELEKOM INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3950002
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
680 Fifth Avenue, 24th Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
PETERSBURG LONG DISTANCE INC.
STOCK OPTION PLAN
(Full title of the plan)
E. CLIVE ANDERSON, ESQUIRE
Senior Vice President and General Counsel
PLD Telekom Inc.
680 Fifth Avenue, 24th Floor
New York, New York 10019
(Name and address of agent for service)
(212) 262-6060
(Telephone number, including area code, of agent for service)
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This Post-Effective Amendment No. 1 to Form S-4 Registration Statement
(Registration No. 333-18713) on Form S-8 (the "Registration Statement") filed
by PLD Telekom Inc. (the "Registrant") relates to 1,682,500 shares (the
"Shares") of the Company's Common Stock, par value $.01 (the "Common Stock"),
issuable upon exercise of options (the "Options") granted pursuant to the
Petersburg Long Distance Inc. Stock Option Plan (the "Plan"). The Options were
granted from time to time prior to the Company's domestication as a Delaware
corporation (the "Domestication"), which became effective on February 28, 1997.
Following the Domestication, an amendment and restatement of the Plan
(including its renaming as "the PLD Telekom Inc. Equity Compensation Plan" was
adopted. A separate Registration Statement on Form S-8 is being filed by the
Company with respect to the shares underlying stock options granted under the
amended and restated Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement:
(a) Annual Report on Form 10-K, filed with the Commission on
March 31, 1997 for the fiscal year ended December 31, 1996, as amended
by Form 10-K/A-I, filed with the Commission on April 15, 1997;
(b) Quarterly Report on Form 10-Q filed with the Commission on
May 15, 1997 for the quarter ended March 31, 1997;
(c) Quarterly Report on Form 10-Q filed with the Commission on
August 14, 1997 for the quarter ended June 30, 1997; and
(d) The descriptions of the Common Stock of the Registrant set
forth in the Registrant's Registration Statements pursuant to Section
12 of the Exchange Act and any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, after the date of this registration statement and prior to the filing
of a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Experts
The consolidated financial statements of the Registrant as of December
31, 1996 and for each of the years in the three-year period ended December 31,
1996, included in the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, have been incorporated by reference in the
registration statement in reliance upon the report of KPMG, chartered
accountants ("KPMG"), incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. Following the
Domestication, the Company's independent certified public accountants are KPMG
Peat Marwick LLP, the U.S. affiliate of KPMG. To the extent that KPMG Peat
Marwick LLP audits and reports on financial statements of the Registrant issued
at future dates, and consents to the use of their report thereon, such
financial statements also will be incorporated by reference in the registration
statement in reliance upon their report and said authority.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any of its directors or officers who was or
is a party, or is threatened to be made a party to any third party proceeding
by reason of the fact that such person is or was a director or officer of the
corporation, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reason to believe that such person's conduct was
unlawful. In a derivative action, i.e., one by or in right of the corporation,
the corporation is permitted to indemnify directors and officers against
expenses (including attorneys' fees) actually and reasonably incurred by them
in connection with the defense or settlement of any action or suit if they
acted in good faith and in a manner that they reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors or officers are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Article 6 of the Company's By-Laws makes mandatory the indemnification
of directors, officers and other authorized representatives of the Company
expressly authorized under Section 145 of the DGCL.
The Certificate of Incorporation of the Company provides that no
director of the Company shall be liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.
The By-Laws of the Company also provide that the Company may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against the person and incurred by the person in any such
capacity, or arising out of his status as such, whether or not the Company
would have the power or the obligation to indemnify such person against such
liability under the provisions of the By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Exhibit
Number Exhibit
- --------------------------------------------------------------------------------
<S> <C>
5 Opinion of E. Clive Anderson, Esq., Senior Vice
President and General Counsel of the Company
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23.1 Consent of E. Clive Anderson (included in Exhibit 5)
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23.2 Consent of KPMG
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24 Powers of Attorney (included in signature page)
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</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
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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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to
Form S-4 Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York, on the 26th day
of August, 1997.
PLD TELEKOM INC
By: /s/ James R.S. Hatt
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James R.S. Hatt
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Each person, in so signing, also makes, constitutes and appoints James R.S.
Hatt and E. Clive Anderson and each of such officers acting singly, his or her
true and lawful attorney-in-fact, in his or her name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/James R.S. Hatt Chairman, Director, President and August 26, 1997
- ---------------------- Chief Executive Officer
James R.S. Hatt (Principal Executive Officer)
/s/Simon Edwards Director, Chief Financial Officer and August 26, 1997
- ---------------------- Treasurer (Principal Accounting
Simon Edwards Officer)
- ---------------------- Director August __, 1997
Dr. Boris Antoniuk
- ---------------------- Director August __, 1997
Edward Charles Dilley
/s/David L. Heavenridge
- ----------------------- Director August 26, 1997
David L. Heavenridge
- --------------------- Director August __, 1997
Gordon Humphrey
- --------------------- Director August __, 1997
Gennadiy Kudriavstev
</TABLE>
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/s/Dr. Vladimir Kvint
- -------------------------- Director August 26, 1997
Dr. Vladimir Kvint
- -------------------------- Director August , 1997
Timothy P. Lowry --
/s/David M. Stovel
- -------------------------- Director August 26, 1997
David M. Stovel
/s/Robert Smith Director August 26, 1997
- --------------------------
Robert Smith
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EXHIBIT INDEX
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Exhibit
Number Exhibit
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<S> <C>
5 Opinion of E. Clive Anderson, Esq., Senior Vice President and
General Counsel of the Company
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23.1 Consent of E. Clive Anderson (included in Exhibit 5)
- --------------------------------------------------------------------------------
23.2 Consent of KPMG
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24 Powers of Attorney (included in signature page)
- --------------------------------------------------------------------------------
</TABLE>
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EXHIBIT 5
PLD Telekom Inc.
680 Fifth Avenue
24th Floor
New York, NY 10019
August 26, 1997
PLD Telekom Inc.
680 Fifth Avenue
24th Floor
New York, New York 10019
Re: PLD Telekom Inc. -- Registration Statement on Form S-8
Ladies and Gentlemen:
I have assisted in the preparation of the above-referenced Registration
Statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder.
The Registration Statement relates to 1,682,500 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of PLD Telekom Inc. (the "Company"),
which may be issued upon exercise of options granted pursuant to the Petersburg
Long Distance Inc. Stock Option Plan (the "Plan"). I have examined the
Company's Certificate of Incorporation, as amended, By-Laws, as amended,
minutes and such other documents, and have made such inquiries of the Company's
officers, as I have deemed appropriate. In my examination, I have assumed the
genuineness of all signatures, the authenticity of all items submitted to me as
originals, and the conformity with originals of all items submitted to me as
copies.
Based upon the foregoing, it is my opinion that the Company's Common Stock,
when issued and delivered in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the Delaware General Corporation Law.
I hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ E. Clive Anderson
E. Clive Anderson
Senior Vice President and General Counsel
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EXHIBIT 23.2
INDEPENDENT AUDITORS CONSENT
The board of Directors and Shareholders
PLD Telekom Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of PLD Telekom Inc. of our report dated March 21, 1997, relating to
the consolidated balance sheets of PLD Telekom Inc. and subsidiaries as at
December 31, 1996 and 1995 and the related consolidated statements of
operations, deficit and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the December 31, 1996
annual report on Form 10-K of PLD Telekom Inc. and to the reference to our firm
under the heading "Experts" in the Prospectus.
/s/KPMG
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KPMG
Calgary, Canada
August 26, 1997
