SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
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): December 6, 1999
VIATEL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-21261 13-3787366
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Viatel, Inc.
685 Third Avenue
New York, New York 10017
(Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: 212-350-9200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On December 6, 1999, the Registrant's Board of Directors approved a Rights
Agreement pursuant to which rights to purchase fractional shares of the
Registrant's Preferred Stock will be distributed as a dividend, one right per
share, to record owners of the Registrant's Common Stock as of the close of
business on December 24, 1999. The Rights Agreement was not approved in response
to any known offers to purchase equity of the Registrant. The Registrant's press
release announcing the Board's action, dated December 24, 1999, is attached
hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed with this Report.
Exhibit No. Description.
4.12 Rights Agreement, dated as of December 6, 1999, between
Viatel, Inc. and The Bank of New York, as Rights Agent
(incorporated by reference to Exhibit 4.12 of Viatel, Inc.'s
Registration Statement on Form 8-A, filed December 24, 1999).
99.1 Press release dated December 24, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIATEL, INC.
Date: December 24, 1999 By: /S/ JAMES P. PRENETTA
-----------------------------------------
Name: James P. Prenetta
Title: Vice President and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit No. Description.
4.12 Rights Agreement, dated as of December 6, 1999, between
Viatel, Inc. and The Bank of New York, as Rights Agent
(incorporated by reference to Exhibit 4.12 of Viatel,
Inc.'s Registration Statement on Form 8-A, filed
December 24, 1999).
99.1 Press release dated December 24, 1999.
EXHIBIT 99.1
VIATEL, INC. 685 Third Avenue, New York, NY 10017
FOR IMMEDIATE RELEASE
Contact: Glenn K. Davidson, Vice President, Corporate Communications
and External Affairs
(212) 350-9200
VIATEL, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
NEW YORK, NY - DECEMBER 24, 1999 - Viatel, Inc. (Nasdaq: VYTL) today announced
that its Board of Directors has adopted a stockholder rights plan. The plan is
intended to enable the Company's management team to focus on enhancing
stockholder value through implementation of long-term business strategies.
Viatel's Chairman, President and Chief Executive Officer, Michael J. Mahoney,
stated, "The rights plan is intended to enable all Viatel stockholders to
realize the long term value of their investment. The rights plan will not
prevent a takeover, but should encourage anyone seeking to acquire the Company
to negotiate with the Board of Directors prior to attempting a takeover. The
rights are designed to assure that all Viatel stockholders receive fair and
equal treatment in the event of any proposed takeover of the Company and to
guard against partial tender offers, open market accumulations and other tactics
designed to gain control of the Company without paying all stockholders a fair
price. The rights are not being distributed in response to any specific effort
to acquire the Company and the Company is not aware of any such effort."
The Rights will be distributed as of December 24, 1999 as a dividend payable to
stockholders of record as of such date. The Rights will expire on December 5,
2009. The distribution of the Rights is not taxable to stockholders.
Each Right will entitle holders to buy one two-hundred-thousandth of a share of
newly created Series A Junior Participating Preferred Stock at an exercise price
of $210 or shares of the Company's Common Stock at a discount, subject to
adjustment as set forth in the Rights Agreement pursuant to which the Rights
were issued. The Rights will be exercisable only if a person or group acquires
beneficial ownership of 15% or more of the outstanding Common Stock or announces
a tender offer the consummation of which would result in a person or group
acquiring beneficial ownership of 15% or more of the outstanding Common Stock
(except that a person or group that is the beneficial owner of 15% or more of
the outstanding Common Stock as of December 24, 1999 will not cause the Rights
to become exercisable until such person or group acquires additional shares of
the outstanding Common Stock other than as a result of a stock dividend or
distribution paid by the Company on the Common Stock or pursuant to a split or
subdivision of the outstanding Common Stock). The Board of Directors is entitled
to redeem the Rights at one cent per Right at any time before a person or group
acquires beneficial ownership of 15% or more of the outstanding Common Stock.
If a person or group acquires beneficial ownership of 15% or more of the
outstanding Common Stock or if a person or group that was the beneficial owner
of 15% or more of the outstanding Common Stock as of December 24, 1999 acquires
additional outstanding Common Stock (except under the circumstances described
above), each Right will entitle its holder to purchase one
two-hundred-thousandth of a share of Series A Junior Participating Preferred
Stock at the Right's then current exercise price or shares of Common Stock at a
discount. Rights held by a beneficial owner of 15% or more of the outstanding
Common Stock (except a beneficial owner who held such shares as of December 24,
1999 and has not acquired any additional shares other than pursuant to a stock
dividend, distribution, split or subdivision made or authorized by the Company)
will become void and will not be exercisable to purchase any shares.
If the Company is acquired in a merger or other business combination transaction
after a person or group acquires beneficial ownership of 15% or more of the
outstanding Common Stock or a person or group that was the beneficial owner of
15% or more of the outstanding Common Stock as of December 24, 1999 acquires
additional Common Stock other than pursuant to a stock dividend, distribution,
split or subdivision made or authorized by the Company, each Right will entitle
its holder to purchase, at the Right's then current exercise price, shares of
the acquiring company's common stock at a discount.
Following the acquisition by a person or group of beneficial ownership of 15% or
more of the outstanding Common Stock or the acquisition (other than pursuant to
a stock dividend, distribution, split or subdivision made or authorized by the
Company) of additional outstanding Common Stock by a person who was the
beneficial owner of 15% or more of the outstanding Common Stock as of December
24, 1999 and prior to such person's or group's acquisition of beneficial
ownership of 50% or more of the outstanding Common Stock, the Board of Directors
may exchange the Rights (other than Rights owned by such person or group), in
whole or in part, at an average ratio of one share of Common Stock (or one
two-hundred-thousandth of a share of Series A Junior Participating Preferred
Stock) per Right, subject to adjustment as set forth in the Rights Agreement.
Viatel, Inc. is an integrated provider of communications services - including
voice, data, Web access and bandwidth - in over 230 countries and territories
worldwide. Its customers include individual consumers, businesses, Internet
service providers, other carriers and resellers. Viatel currently operates a
global network which includes one of the largest pan-European networks,
international gateways in London and New York, state-of-the-art international
network operations centers, network points of interconnection in over 200
cities, and a direct sales force throughout Western Europe.
# # #
CERTAIN MATTERS DISCUSSED IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES, INCLUDING CONSTRUCTION RISKS AND OTHER RISKS
DETAILED FROM TIME TO TIME IN THE COMPANY'S REGISTRATION STATEMENTS AND REPORTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THOSE CONTAINED IN
ITS ANNUAL REPORTS ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998.
