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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GLOBAL TELESYSTEMS GROUP, INC.
(Exact name of registrant as specified in charter)
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<S> <C> <C>
DELAWARE 4813 94-3068423
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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<S> <C>
GRIER C. RACLIN
1751 PINNACLE DRIVE 1751 PINNACLE DRIVE
NORTH TOWER -- 12TH FLOOR NORTH TOWER -- 12TH FLOOR
MCLEAN, VA 22102 MCLEAN, VA 22102
(703) 918-4500 (703) 918-4573
(Address, including zip code, and telephone number, (Name, address, including zip code,
including area code, of registrant's principal and telephone number,
executive offices) including area code, of agent for service)
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Copies to:
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<S> <C>
DAVID J. BEVERIDGE, ESQ. JAMES J. CLARK, ESQ.
SHEARMAN & STERLING CAHILL GORDON & REINDEL
199 BISHOPSGATE 80 PINE STREET
LONDON EC2M 3TY, ENGLAND NEW YORK, NEW YORK 10005
(44) 171-920-9005 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-52735.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]---------------------.
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT MAXIMUM
TITLE OF EACH CLASS OF TO BE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE REGISTRATION FEE
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Convertible Senior Subordinated Debentures
due 2010................................... $57,500,000 $57,500,000 $51,555
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Common Stock, $.10 par value(1).............. (2) (2) (2)
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(1) There is also registered such indeterminate number of shares of Common Stock
as may be issuable upon conversion of the Convertible Senior Subordinated
Debentures, for which no separate registration fee is payable pursuant to
Rule 457(i) under the Securities Act. The Registrant will not receive any
additional proceeds from the issuance of such shares.
(2) Rights to purchase Common Stock, par value $.10 per share, of the Company,
will be issued in a number equal to the number of shares of Common Stock,
par value $.10 per share, to be issued upon conversion of the Convertible
Senior Subordinated Debentures for no additional consideration and,
therefore, no registration fee is required therefor. Prior to the occurrence
of certain events, such rights will not be exercisable or evidenced
separately from the Common Stock.
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INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-52735)
Global TeleSystems Group, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-52735), as amended (including
the exhibits thereto), declared effective at approximately 2:30 p.m. on July 1,
1998 by the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
5.1* -- Opinion of Shearman & Sterling.
23.1* -- Consent of Shearman & Sterling (included in opinion filed as
Exhibit 5.1).
23.2* -- Consent of Ernst & Young LLP.
23.3* -- Consent of Ernst & Young (CIS) Ltd.
24.1 -- Power of Attorney (included on signature page to Global
TeleSystems Group, Inc.'s Registration Statement on Form S-1
(File No. 333-52735) and incorporated herein by reference).
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* Filed herewith
(b) Financial Statement Schedules are incorporated by reference herein.
Schedule II Valuation and Qualifying Accounts (incorporated by reference
to the Global TeleSystems Group, Inc. Registration Statement on Form S-1 (File
No. 333-52735).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of McLean, Commonwealth of Virginia, on this 1st day of July, 1998.
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ GRIER C. RACLIN
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Name: Grier C. Raclin
Title: Senior Vice President,
General Counsel and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 1st day of July, 1998.
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SIGNATURE TITLE DATE
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/s/ GERALD W. THAMES* President, Chief Executive Officer July 1, 1998
- ----------------------------------------------------- and Director (principal
Gerald W. Thames executive officer)
/s/ WILLIAM H. SEIPPEL* Executive Vice President of July 1, 1998
- ----------------------------------------------------- Finance and Chief Financial
William H. Seippel Officer (principal financial and
accounting officer)
/s/ ALAN B. SLIFKA* Chairman of the Board of Directors July 1, 1998
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Alan B. Slifka
/s/ MICHAEL GREELEY* Director July 1, 1998
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Michael Greeley
/s/ BERNARD MCFADDEN* Director July 1, 1998
- -----------------------------------------------------
Bernard McFadden
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2
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<C> <S> <C>
/s/ STEWART J. PAPERIN* Director July 1, 1998
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Stewart J. Paperin
/s/ W. JAMES PEET* Director July 1, 1998
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W. James Peet
/s/ JEAN SALMONA* Director July 1, 1998
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Jean Salmona
/s/ JOEL SCHATZ* Director July 1, 1998
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Joel Schatz
/s/ ADAM SOLOMON* Director July 1, 1998
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Adam Solomon
/s/ DAVID DEY* Director July 1, 1998
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David Dey
/s/ ROGER W. HALE* Director July 1, 1998
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Roger W. Hale
/s/ ROBERT J. AMMAN* Director July 1, 1998
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Robert J. Amman
*By: /s/ GRIER C. RACLIN
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Grier C. Raclin
Attorney-in-fact
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3
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EXHIBIT NUMBER DESCRIPTION
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5.1* -- Opinion of Shearman & Sterling.
23.1* -- Consent of Shearman & Sterling (included in opinion filed as
Exhibit 5.1).
23.2* -- Consent of Ernst & Young LLP.
23.3* -- Consent of Ernst & Young (CIS) Ltd.
24.1 -- Power of Attorney (included on signature page to Global
TeleSystems Group, Inc.'s Registration Statement on Form S-1
(File No. 333-52735) and incorporated herein by reference).
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* Filed herewith
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Exhibit 5.1
July 1, 1998
Global TeleSystems Group, Inc.
1751 Pinnacle Drive
North Tower - 12th Floor
McLean, VA 22102
GLOBAL TELESYSTEMS GROUP, INC.
Ladies and Gentlemen:
We have acted as counsel to Global TeleSystems Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, of a Registration Statement on Form S-1
(Registration No. 333- ), (the "Abbreviated Registration Statement"), which
relates to the Registration Statement on Form S-1 (File No. 333-52735) (the
"Registration Statement") which was declared effective earlier today by the
Commission, relating to (i) the proposed public offering of $50,000,000
aggregate principal amount of the Company's Convertible Senior Subordinated
Debentures due 2010 (the "Debentures") and an additional $7,500,000 aggregate
principal amount of Debentures which are subject to an over-allotment option
granted to the several underwriters, and (ii) the registration of a presently
indeterminable number of shares (the "Conversion Shares") of Common Stock, $0.10
par value per share, of the Company issuable upon conversion of such Debentures.
The Debentures will be issued pursuant to the terms of an Indenture (the
"Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee").
In this capacity, we have examined the Registration Statement, the form of
the Purchase Agreement attached as Exhibit 1.3 to the Registration Statement,
the form of Indenture and originals, or copies identified to our satisfaction,
of such corporate records of the Company, certificates and statements of public
officials, officers of the Company and others and such other documents,
agreements and instruments as we have deemed necessary as a basis for the
opinions hereinafter expressed. In our examinations, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies.
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For the purposes of this opinion, we have assumed that the Indenture will
be valid and binding on the Trustee and enforceable against the Trustee in
accordance with its terms.
Our opinions expressed below are limited to the law of the State of New
York, the General Corporation Law of the State of Delaware and the Federal law
of the United States, and we do not express any opinion herein concerning any
other law.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the issuance of the Debentures has been duly authorized by the Company
and when the Purchase Agreement and the Indenture have been duly
authorized, executed and delivered by the parties thereto and when the
Debentures have been duly executed by the Company and authenticated by the
Trustee, and issued and sold to the Underwriters by the Company pursuant to
the Purchase Agreement, the Debentures will be duly issued and delivered by
the Company and will constitute valid and binding obligations of the
Company entitled to the benefits of the Indenture and will be enforceable
against the Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors' rights
generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).
2. When the issuance of the Conversion Shares has been duly authorized by the
Company and when the Conversion Shares have been duly reserved for issuance
by the Company and when the Conversion Shares have been issued upon
conversion of the Securities in accordance with the terms of the Securities
and the Indenture, the Conversion Shares will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement.
Very truly yours,
Shearman & Sterling
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 26, 1998 (Global TeleSystems Group, Inc.), in
the Registration Statement (Form S-1) and related Prospectus of Global
TeleSystems Group, Inc. dated on or about July 1, 1998.
/s/ Ernst & Young LLP
Vienna, Virginia
June 29, 1998
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Exhibit 23.3
CONSENT OF ERNST & YOUNG (CIS) LTD., INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 16, 1998 (EDN Sovintel), in the Registration
Statement (Form S-1) and related Prospectus of Global TeleSystems Group, Inc.
dated on or about July 1, 1998.
/s/ Ernst & Young (CIS) Ltd.
Moscow, Russia
June 29, 1998
