<PAGE> 1
As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON
FORM S-8
Under
THE SECURITIES ACT OF 1933
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)
PLD TELEKOM INC.
EQUITY COMPENSATION 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Number of Proposed Proposed
Title of shares to be maximum maximum Amount of
securities registered (1) offering price aggregate registration
to be registered per share (2) offering price fee
(2)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 3,000,000 $8.9063 $26,718,900.00 $8,097.00
per share
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement covers shares of Common Stock of PLD Telekom
Inc. which may be offered or sold pursuant to the PLD Telekom Inc. Equity
Compensation Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan. Pursuant to Rule 457(h)(2), no separate registration fee is required
with respect to the interests in the Plan. This registration statement
also relates to an indeterminate number of shares of Common Stock that may
be issued upon stock splits, stock dividends or similar transactions in
accordance with Rule 416.
<PAGE> 2
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices on the Nasdaq National Market on August
29, 1997.
2
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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-1, 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 Company's domestication as a Delaware
corporation as of February 28, 1997, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 4
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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<PAGE> 5
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
Exhibit Exhibit
Number
- -------------------------------------------------------------------------
<S> <C>
5 Opinion of E. Clive Anderson, Esq., Senior Vice
President and General Counsel of the Company
- -------------------------------------------------------------------------
23.1 Consent of E. Clive Anderson (included in Exhibit 5)
- -------------------------------------------------------------------------
23.2 Consent of KPMG
- -------------------------------------------------------------------------
24 Powers of Attorney (included in signature page)
- -------------------------------------------------------------------------
</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
5
<PAGE> 6
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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<PAGE> 7
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on the 8th day of September, 1997.
PLD TELEKOM INC.
By: /s/ James R.S. Hatt
-----------------------------------
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, September 8, 1997
- -------------------------- President and Chief
James R.S. Hatt Executive Officer
(Principal Executive
Officer)
/s/ Simon Edwards Director, Chief Financial September 8, 1997
- -------------------------- Officer and
Simon Edwards Treasurer (Principal
Accounting Officer)
/s/ Boris Antoniuk
- -------------------------- Director September 8, 1997
Dr. Boris Antoniuk
- -------------------------- Director September __, 1997
Edward Charles Dilley
/s/ David L. Heavenridge
- -------------------------- Director September 8, 1997
David L. Heavenridge
- -------------------------- Director September __, 1997
Gordon Humphrey
- -------------------------- Director September __, 1997
Gennadiy Kudriavstev
</TABLE>
7
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<TABLE>
<S> <C> <C>
- -------------------------- Director September __, 1997
Dr. Vladimir Kvint
- ------------------------- Director September __, 1997
Timothy P. Lowry
/s/ Robert Smith
- ------------------------- Director September 8, 1997
Robert Smith
/s/ David M. Stovel
- ------------------------- Director September 8, 1997
David M. Stovel
</TABLE>
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
Exhibit Exhibit
Number
- -------------------------------------------------------------------------
<S> <C>
5 Opinion of E. Clive Anderson, Esq., Senior Vice
President and General Counsel of the Company
- -------------------------------------------------------------------------
23.1 Consent of E. Clive Anderson (included in Exhibit 5)
- -------------------------------------------------------------------------
23.2 Consent of KPMG
- -------------------------------------------------------------------------
24 Powers of Attorney (included in signature page)
- -------------------------------------------------------------------------
</TABLE>
<PAGE> 1
Exhibit 5
PLD Telekom Inc.
680 Fifth Avenue
24th Floor
New York, NY 10019
September 8, 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 3,000,000 shares of Common Stock (the
"Shares"), par value $.01 per share, of PLD Telekom Inc.(the "Company"), which
may be issued from time to time pursuant to the PLD Telekom Inc. Equity
Compensation 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 Shares, 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
<PAGE> 1
Exhibit 23.2
Independent Auditor's 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 registration statement.
/s/ KPMG
KPMG
Chartered Accountants
Calgary, Canada
September 5, 1997
