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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 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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<C> <C> <C>
DELAWARE
(State or other jurisdiction 4813 94-3068423
of incorporation or (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Number) Identification Number)
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1751 PINNACLE DRIVE WILLIAM H. SEIPPEL
NORTH TOWER -- 12TH FLOOR 1751 PINNACLE DRIVE
MCLEAN, VA 22102 NORTH TOWER -- 12TH FLOOR
(703) 918-4500 MCLEAN, VA 22102
(Address, including zip code, and telephone (703) 918-4558
number, (Name, address, including zip code, and
including area code, of registrant's principal telephone number,
executive offices) including area code, of agent for service)
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Copies to:
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<C> <C>
DAVID J. BEVERIDGE, ESQ. JAMES J. CLARK, ESQ.
SHEARMAN & STERLING CAHILL GORDON & REINDEL
599 LEXINGTON AVENUE 80 PINE STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10005
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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] 333-36555.
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. [ ]
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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 MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.10 par
value(2)................. 1,265,000 $20.00 $25,300,000 $7,464
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(1) Includes 165,000 issuable upon exercise of an over-allotment option granted
to the Underwriters.
(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 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. 333-36555)
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. 333-36555), as amended (including
the exhibits thereto), declared effective at approximately 4:00 p.m. on February
4, 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.
24.1 -- Power of Attorney (included on signature page to Global
TeleSystems Group, Inc.'s Registration Statement on Form S-1
(File No. 333-36555) 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. 333-36555).
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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.
24.1 -- Power of Attorney (included on signature page to Global
TeleSystems Group, Inc.'s Registration Statement on Form S-1
(File No. 333-36555) and incorporated herein by reference).
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* Filed herewith
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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 4th day of February, 1998.
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ ALAN KRENEK
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Name: Alan Krenek
Title: Vice President of Corporate
Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on the 4th day of February, 1998.
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SIGNATURE TITLE DATE
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/s/ GERALD W. THAMES* President, Chief Executive Officer February 4, 1998
- ----------------------------------------------------- and Director (principal
Gerald W. Thames executive officer)
/s/ WILLIAM H. SEIPPEL* Executive Vice President of February 4, 1998
- ----------------------------------------------------- Finance and Chief Financial
William H. Seippel Officer (principal financial and
accounting officer)
/s/ ALAN B. SLIFKA* Chairman of the Board of Directors February 4, 1998
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Alan B. Slifka
/s/ GARY GLADSTEIN* Director February 4, 1998
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Gary Gladstein
/s/ MICHAEL GREELEY* Director February 4, 1998
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Michael Greeley
/s/ BERNARD MCFADDEN* Director February 4, 1998
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Bernard McFadden
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2
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/s/ STEWART J. PAPERIN* Director February 4, 1998
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Stewart J. Paperin
/s/ W. JAMES PEET* Director February 4, 1998
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W. James Peet
/s/ JEAN SALMONA* Director February 4, 1998
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Jean Salmona
/s/ MORRIS A. SANDLER* Director February 4, 1998
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Morris A. Sandler
/s/ JOEL SCHATZ* Director February 4, 1998
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Joel Schatz
/s/ ADAM SOLOMON* Director February 4, 1998
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Adam Solomon
*By: /s/ ALAN KRENEK
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Name: Alan Krenek
Attorney-in-fact
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2
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Exhibit 5.1
February 4, 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. 333-36555) (the
"Registration Statement") which was declared effective earlier today by the
Commission, relating to the proposed public offering of 1,100,000 shares of the
Company's common stock, par value $.10 per share (the "Common Stock") and an
additional 165,000 shares of Common Stock (together, the "Securities") which are
subject to an over-allotment option granted to the several underwriters (the
"Underwriters").
In this capacity, we have examined the Registration Statement, the forms of
the Purchase Agreements 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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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 on the foregoing, and having regard for such legal considerations as
we deem relevant, we are of the opinion that when the issuance of the
Securities has been duly authorized by the Company and the Securities are
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" in the
Registration Statement (Form S-1) of Global TeleSystems Group, Inc. dated on or
about February 4, 1998, and to the incorporation by reference therein of our
reports dated December 16, 1997 (Global TeleSystems Group, Inc.), February 21,
1997 (EDN Sovintel), and December 23, 1997 (Hermes Europe Railtel B.V.),
included in Amendment No. 6 to the Registration Statement on Form S-1 (No.
333-36555) of Global TeleSystems Group, Inc., filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
February 4, 1998
