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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GLOBAL TELESYSTEMS GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 94-3068423
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1751 Pinnacle Drive
North Tower - 12th Floor
McLean, Virginia 22102
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A(c), check the following box [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A(d), check the following box [X]
Securities Act registration statement file number to which this form
relates: No. 333-36555
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
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(Title of Class)
Rights associated with Common Stock, par value $.10 per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
1.1 Common Stock, par value $0.10 per share. The description of the
Registrant's Common Stock, par value $0.10 per share, set forth under
the heading "Description of Capital Stock -- Common Stock" in the
Registration Statement on Form S-1 (Registration No. 333-36555) (the
"S-1 Registration Statement"), filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), is hereby
incorporated by reference herein.
1.2 Rights associated with Common Stock, par value $0.10 per share. The
description of the Registrant's Rights (the "Rights") associated
with Common Stock, par value $0.10 per share, set forth under the
heading "Description of Capital Stock -- Shareholder Rights
Agreement and Shareholder Rights By-Law" in the S-1 Registration
Statement, filed by the Registrant with the Commission, is hereby
incorporated by reference herein.
ITEM 2. EXHIBITS
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
1.1 Specimen Stock Certificate for Common Stock of SFMT, Inc.
(incorporated by reference to Exhibit 4.1 of the S-1 Registration
Statement).
1.2 Form of Rights Certificate for the Rights (set forth as Exhibit A
to the form of Rights Agreement included as Exhibit 4.1 hereto).
2.1 Certificate of Incorporation of SFMT, Inc. (incorporated by reference
to Exhibit 3.1 of the S-1 Registration Statement).
2.2 Certificate of Correction to the Certificate of Incorporation of SFMT,
Inc., filed October 8, 1993 (incorporated by reference to Exhibit
3.2).
2.3 Certificate of Ownership and Merger Merging San Francisco/Moscow
Teleport, Inc. into SFMT, Inc., filed November 3, 1993 (incorporated
by reference to Exhibit 3.3 of the S-1 Registration Statement).
2.4 Certificate of Amendment to the Certificate of Incorporation of SFMT,
Inc., filed January 12, 1995 (incorporated by reference to Exhibit
3.4 of the S-1 Registration Statement).
2.5 Certificate of Amendment to the Certificate of Incorporation of by
22, 1995 (incorporated by reference to Exhibit 3.5 of the S-1
Registration Statement).
2.6 Certificate of Amendment to the Certificate of Incorporation of SFMT,
Inc., filed October 16, 1996 (incorporated by reference to Exhibit
3.6 of the S-1 Registration Statement).
2.7 By-laws of SFMT, Inc. (incorporated by reference to Exhibit 3.7 of
the S-1 Registration Statement).
2.8 Form of Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.9 of the S-1 Registration Statement).
3.1 Section titled "Description of Capital Stock -- Common Stock" from
the S-1 Registration Statement, incorporated by reference in Item
1.1 above.
3.2 Section titled "Description of Capital Stock -- Shareholder Rights
Agreement" from the S-1 Registration Statement, incorporated by
reference in Item 1.2 above.
4.1 Form of Rights Agreement between the Registrant and The Bank of New
York as Rights Agent (incorporated by reference to Exhibit 4.6 of
the S-1 Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
GLOBAL TELESYSTEMS
GROUP, INC.
Date: February 2, 1998 By: /s/ WILLIAM H. SEIPPEL
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Name: William H. Seippel
Title: Executive Senior Vice President
of Finance and Chief Financial
Officer
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EXHIBIT 3.1
DESCRIPTION OF COMMON STOCK - COMMON STOCK
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 135,000,000 shares of
Common Stock, par value $0.10 per share, of which 37,606,814 shares were
issued and outstanding as of December 31, 1997, and 10,000,000 shares of
preferred stock, par value $0.0001 per share (the "Preferred Stock"), none of
which is outstanding. The following summary of the rights, privileges,
restrictions and conditions of each of the classes of shares issued by the
Company does not purport to be complete and is subject to the detailed
provisions of, and qualified in its entirety by reference to, the Certificate
of Incorporation and By-laws, and to the applicable provisions of the General
Corporation Law of the State of Delaware (the "DGCL").
COMMON STOCK
Holders of Common Stock are entitled to one vote for one share held of
record on all matters upon which shareholders have the right to vote. There are
no cumulative voting rights. All issued and outstanding shares of Common Stock
are, and the shares of Common Stock registered on the S-1 Registration Statement
(the "Offered Shares"), when issued and paid for, will be, validly issued, fully
paid and non-assessable. Holders of Common Stock are entitled to such dividends
as may be declared from time to time by the Board of Directors out of funds
legally available for that purpose. See "Dividend Policy." Upon dissolution,
holders of Common Stock are entitled to share pro rata in the assets of the
Company remaining after payment in full of all of its liabilities and
obligations, including payment of the liquidation preference, if any, of any
Preferred Stock then outstanding.
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EXHIBIT 3.2
DESCRIPTION OF CAPITAL STOCK -- SHAREHOLDER RIGHTS AGREEMENT
AND SHAREHOLDER RIGHTS BY-LAW
SHAREHOLDER RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS BY-LAW
Shareholder Rights Plan. The Company is planning to enter into a Rights
Agreement (the "Rights Agreement") immediately prior to the closing of the
Stock Offerings. In connection with the Rights Agreement, the
Board of Directors of the Company will declare a distribution of one right (a
"Right") for each outstanding share of Common Stock, each share of Common
Stock offered hereby and each share of Common Stock issued (including
shares distributed from treasury) by the Company thereafter and prior to the
Distribution Date (as defined below). Each Right will entitle the registered
holder, subject to the terms of the Rights Agreement, to purchase from the
Company one one-thousandth of a share (a "Unit") of Series A Preferred Stock
at a purchase price of $75 per Unit, subject to adjustment.
Initially, the Rights will attach to all certificates representing shares
of outstanding Common Stock, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and the
"Distribution Date" will occur upon the earlier of (i) 10 days following a
public announcement (the date of such announcement being the "Stock Acquisition
Date") that a person or group of affiliated or associated persons (other than
the Company, any subsidiary of the Company or any employee benefit plan of the
Company or such subsidiary) (an "Acquiring Person") has acquired, obtained the
right to acquire, or otherwise obtained beneficial ownership of 15% or more of
the then outstanding shares of Common Stock and (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person becomes an Acquiring Person) following the commencement
of a tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of the then outstanding shares of Common Stock.
George Soros and his affiliates and Alan B. Sliflka and his affiliates are
excluded
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from the definition of "Acquiring Person" under the Rights Agreement unless
such persons increase the aggregate percentage of their ownership interest in
the Company to 20%.
Until the Distribution Date, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after date of
consummation of the Offerings (also including shares distributed from treasury)
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates representing outstanding
Common Stock will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates. George Soros and his affiliates
and Alan B. Slifka and his affiliates are excluded from the definition of
"Acquiring Person" under the Rights Agreement unless such persons increase the
aggregate percentage of their ownership interest in the Company to 20%.
The Rights will not be exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of the Rights Agreement
unless earlier redeemed by the Company as described below.
In the event that (i) the Company is the surviving corporation in a merger
with an Acquiring Person and shares of Common Stock shall remain outstanding,
(ii) a Person becomes an Acquiring Persons, (iii) an Acquiring Person engages in
one or more "self-dealing" transactions as set forth in the Rights Agreement or
(iv) during such time as there is an Acquiring Person, an event occurs which
results in such Acquiring Person's ownership interest being increased by more
than 1% (e.g., by means of a recapitalization), then, in each such case, each
holder of a Right (other than such Acquiring Person) will thereafter have the
right to receive, upon exercise, Units of Series A Preferred Stock (or, in
certain circumstances, Common Stock, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. The
exercise price is the Purchase Price multiplied by the number of Units of Series
A Preferred Stock issuable upon exercise of a Right prior to the events
described in this paragraph.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
and the Company is not the surviving corporation (other than a merger described
in the preceding paragraph), (ii) any Person consolidates or merges with the
Company and all or part of the Common Stock is converted or exchanged for
securities, cash or property of any other Person or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(other than an Acquiring Person) shall thereafter have the right to receive,
upon exercise, common stock of the ultimate parent of the Acquiring Person
having a value equal to two times the exercise price of the Right.
The Purchase Price payable, and the number of Units of Series A Preferred
Stock issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A Preferred Stock,
(ii) if holders of the Series A Preferred Stock are granted certain rights or
warrants to subscribe for Series A Preferred Stock or convertible securities at
less than the current market price of the Series A Preferred Stock or (iii) upon
the distribution to the holder of the Series A Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
At any time until ten business days following the Stock Acquisition Date,
either (i) 75% of the Company's Board of Directors or (ii) a majority of the
Company's Board of Directors and a majority of the Continuing Directors (as
defined below), may redeem the Rights in whole, but not in part, at a nominal
price. Immediately upon the action of a majority of the Company's Board of
Directors ordering the redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive such redemption
price. As used in the Rights Agreement, a Continuing Director means any person
(other than an Acquiring Person or an affiliate or associate of an Acquiring
Person or a representative of an Acquiring Person or of any such affiliate or
associate) who was a director prior to the date of the Rights Agreement and any
person (other than an Acquiring Person or an affiliate or associate of an
Acquiring Person or a representative of an Acquiring Person or of any such
affiliate or associate) nominated for selection or elected to the Board of
Directors pursuant to the approval of a majority of the Continuing Directors.
At its option, either (i) 75% of the Company's Board of Directors or (ii)
a majority of the Company's Board of Directors and a majority of the Continuing
Directors, may exchange each Right for (i) one Unit of Series A Preferred
Stock or (ii) such number of Units of
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Series A Preferred Stock as will equal the spread between the market price of
each Unit to be issued and the purchase price of such Unit set forth in the
Rights Agreement.
Any of the provisions of the Rights Agreement may be amended without the
approval of the holders of Common Stock at any time prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended upon the approval of either (i) 75% of the Company's Board of
Directors or (ii) a majority of the Company's Board of Directors and a majority
of Continuing Directors, in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption
shall be made at such time as the Rights are not redeemable.
Shareholder Rights By-Law. If a fully financed tender offer is made
publicly to purchase all the Company's outstanding shares of Common Stock for
cash or Marketable Securities (as defined below) at a price that is at least 40
percent greater than the average closing price of such shares on the principal
exchange on which such shares are listed during the 30 days prior to the date on
which such offer is first published or sent to security holders (the "Offer
Date") and the Board of Directors opposes such offer, the holders of more than
50% of the outstanding shares of Common Stock may, at any time subsequent to the
date that is nine calendar months after the Offer Date, call a special meeting
of the stockholders, notwithstanding the provisions described in "-- Certain
Certificate and By-Law Provisions -- No Shareholder Action by Written Consent;
Special Meetings," at which meeting stockholders may be asked to vote upon a
proposal to request that the Board of Directors amend the Rights Agreement to
exempt such offer from the terms of the Rights Agreement; provided, however, if
prior to the expiration of such nine-month period, the Board of Directors
determines that it is in the best interests of the shareholders to undertake
efforts to sell the Company, such period shall be extended as long as the Board
of Directors continues its efforts to solicit, evaluate and negotiate
alternative bids to acquire the Company. If the proposal to amend the Rights
Agreement is approved by a vote of 70% of the votes cast for or against such
proposal at such meeting of stockholders at which a quorum is present, the Board
of Directors shall amend the Rights Agreement to exempt such offer from its
terms no later than 60 days after the date of such stockholders' meeting. The
foregoing provisions of the By-Laws have been approved in principle by the Board
of Directors and, once formally adopted, may only be amended or repealed by a
stockholder vote.
"Marketable Securities" means any securities that are traded on a
nationally recognized exchange and, in the opinion of an independent investment
bank, provide sufficient value and liquidity so that they would be treated as
substantially equivalent to cash consideration.
