GLOBAL TELESYSTEMS GROUP INC
8-A12B/A, 1999-10-18
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       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





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