SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-A/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.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3068423
- ---------------------------------------- -------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4121 Wilson Boulevard
8th-Floor
Arlington, Virginia 22203
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered
-------------------- ------------------------------
Common Stock, $0.10 par value New York Stock Exchange
Rights associated with the Common Stock, New York Stock Exchange
$0.10 par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to Be Registered
1.1 Common Stock, par value $0.10 per share.
The capital stock of Global Telesystems Group, Inc. (the "Company" or
the "Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Common Stock, par value
$0.10 per share. The number of authorized shares of Common Stock is
270 million.
The holders of the 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. The holders of the
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. Upon dissolution, the holders of the Common Stock
are entitled to share pro rata in the Company's assets remaining after
payment in full of all of the Company's liabilities and obligations,
including payment of the liquidation preference, if any, of any
preferred stock then outstanding.
The board of directors may authorize the issuance of one or more
series of preferred stock having such rights, including voting,
conversion and redemption rights, and such preferences, including
dividend and liquidation preferences, as the Company's board of
directors may determine, without further action by the Company's
shareholders. As of June 30, 1999, the Company had authorized 200,000
shares of Series A junior participating preferred stock, par value
$0.0001 per share. No other series of preferred stock has been
authorized. There are no issued and outstanding shares of Series A
preferred stock. A right to purchase shares of Series A preferred
stock, however, is attached to each share of Common Stock. The Company
has authorized 200,000 shares of Series A preferred stock initially
for issuance upon exercise of such rights.
Certain Charter and By-Law Provisions. The shareholder's rights and
related matters are governed by the General Corporation Law of the
State of Delaware, (the "DGCL") and the Certificate of Incorporation
and By-laws of the Company. Provisions of the Certificate of
Incorporation and the By-laws, which are summarized below, may
discourage or make more difficult a takeover attempt that a
shareholder might consider in its best interest, although certain of
such provisions in the By-laws are subject to final approval by the
Company's board of directors.
<PAGE>
Classified Board of Directors and Related Provisions. The Certificate
of Incorporation provides that the Company's board of directors be
divided into three classes of directors serving staggered three-year
terms. The classes of directors (designated class I, class II and
class III) shall be, as nearly as possible, equal in number.
Accordingly, one-third of the Company's board of directors will be
elected each year. The terms of the initial class I directors
terminated at the May 20, 1998 annual meeting of stockholders and such
directors were re-elected to a three-year term terminating on the date
of the 2001 annual meeting of stockholders; the term of the initial
class II directors terminated at the June 16, 1999 annual meeting of
stockholders and such directors were re-elected to a three-year term
terminating on the date of the 2002 annual meeting of stockholders;
and the term of the initial class III directors shall terminate on the
date of the 2000 annual meeting of stockholders. At each annual
meeting of stockholders beginning in 1998, successors to the class of
directors whose term expires at that annual meeting shall be elected
for a three-year term. The classified board provision may prevent a
party who acquires control of a majority of the Company's outstanding
voting stock from obtaining control of the board of directors until
the second annual shareholders meeting following the date such party
obtains the controlling interest.
Subject to the rights of the holders of any series of preferred stock
or any other class of the Company's capital stock (other than Common
Stock) then outstanding, directors may only be removed for cause by a
majority vote of the Company's holders of capital stock issued and
outstanding and entitled to vote generally in the election of
directors, voting together as a single class.
No Shareholder Action by Written Consent; Special Meetings. The
Certificate of Incorporation prohibits shareholders from taking action
by written consent in lieu of an annual or special meeting, and thus
shareholders may take action at an annual or special meeting called in
accordance with the By-laws. The Certificate of Incorporation and
By-laws provide that special meetings of shareholders may only be
called by the Chairman of the board of directors, the Chief Executive
Officer or a majority of the board of directors. Special meetings may
not be called by the shareholders, except as permitted by the
shareholder rights By-law described below.
Amendments to the Certificate of Incorporation. The provisions of the
Certificate of Incorporation described above may not be amended,
altered, changed or repealed without the affirmative vote of the
holders of at least 75% of the shares of the Company's capital stock
issued and outstanding and entitled to vote.
<PAGE>
1.2 Rights associated with Common Stock, par value $0.10 per share
The rights associated with the Common Stock, par value $0.10 per
share, to be registered on the Exchange, are provided for in a rights
agreement entered into by the Company. In connection with the rights
agreement, the Company's board of directors declared a distribution of
one right for each outstanding share of Common Stock and each share of
the Company's Common Stock issued (including shares distributed from
treasury) thereafter and prior to a distribution date. 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
or 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
(1) 10 days following a public announcement that a person or group of
affiliated or associated persons (other than the Company, any of its
subsidiaries or any of its employee benefit plans or such subsidiary)
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 (2) 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 makes such announcement) 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. Certain affiliates of George Soros and Alan B. Slifka
are excluded from being an acquiring person described in (1) and (2)
above under the rights agreement unless they increase the aggregate
percentage of their ownership interest in the Company to 20%.
Until a distribution date:
(1) the rights will be evidenced by common stock certificates and
will be transferred with and only with such common stock
certificates,
(2) new common stock certificates issued after date of consummation
of the Company's initial public offering in February 1998 (also
including shares distributed from treasury) will contain a
notation incorporating the rights agreement by reference, and
<PAGE>
(3) 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.
The rights will not be exercisable until a distribution date and will
expire at the close of business on the tenth anniversary of the rights
agreement unless the Company redeems them earlier.
In the event that:
(1) the Company is the surviving corporation in a merger with an
acquiring person described above and shares of Common Stock shall
remain outstanding,
(2) a person becomes an acquiring person,
(3) an acquiring person engages in one or more "self-dealing"
transactions as set forth in the rights agreement, or
(4) during such time as there is an acquiring person, an event occurs
which results in such 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 person)
will thereafter have the right to receive, upon exercise, units
of Series A preferred stock (or, in some circumstances, the
Company's Common Stock, cash, property or other securities)
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 a stock acquisition date:
(1) 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),
(2) any person consolidates or merges with the Company and all or
part of the Company's Common Stock is converted or exchanged for
securities, cash or property of any other person, or
(3) 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
<PAGE>
ultimate parent of such 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:
(1) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Series A preferred stock,
(2) 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
(3) upon the distribution to the holder of the Series A preferred
stock of evidence 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 a stock acquisition
date, either (1) 75% of our board of directors or (2) a majority of
our board of directors and a majority of the continuing directors, may
redeem the rights in whole, not in part, at a nominal price.
Immediately upon the action of a majority of our 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 a person attempting to acquire
the Company or an affiliate or associate of such a person or a
representative of such 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 (1) 75% of the Company's board of directors or
(2) a majority of the Company's board of directors and a majority of
the continuing directors, may exchange each right for (a) one unit of
Series A preferred stock or (b) such number of units of 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.
<PAGE>
Any of the provisions of the rights agreement may be amended without
the approval of either (1) 75% of the Company's board of directors or
(2) 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 of the Company's outstanding shares of Common
Sock for cash or marketable securities at a price that is at least
40%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 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 date of an offer, call a special meeting of the
stockholders, notwithstanding the provisions described in--"Certain
Charter 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.
"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.
Item 2. Exhibits
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
<PAGE>
1.1 Specimen Stock Certificate for Common Stock of SFMT, Inc.
(incorporated by reference to Exhibit 4.1 of 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") on
September 26, 1997).
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
Section titled "Description of Capital Stock - Common Stock" from
the S-1 Registration Statement).
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
SFMT, Inc., filed February 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 the Registrant.
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).
- -------------
* Previously filed.
<PAGE>
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: October 18, 1999 By: /s/ Arnold Dean
----------------------------------
Name: Arnold Dean
Title: Deputy General Counsel,
Assistant Corporate Secretary
