SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 1997
Commission File No. 0 - 26728
TEL-SAVE HOLDINGS, INC.
(Exact name of registrant as specified an its charter)
DELAWARE 23-2827736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6805 ROUTE 202
NEW HOPE, PENNSYLVANIA 18938
(215) 862-1500
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
None Not applicable
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 30, 1998 was approximately $895,030,756 based on the
average of the high and low prices of the Common Stock on March 30, 1998 of
$22.59 per share as reported on the Nasdaq National Market.
As of March 30, 1998, the Registrant had outstanding 64,585,012 shares of its
Common Stock, par value $.01 per share.
<PAGE>
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRAR
DIRECTORS
The following sets forth certain biographical information, present
occupation and business experience for the past five years for each of the
nominees for election as directors and the continuing Class II and Class III
directors.
CLASS I: NOMINEES WHOSE TERMS WILL EXPIRE IN 2001
DANIEL BORISLOW, AGE 36. Mr. Borislow founded the Company and has
served as a director and as Chairman and Chief Executive Officer of the Company
since its inception in 1989. Prior to founding the Company, Mr. Borislow formed
and managed a cable construction company.
RONALD R. THOMA, AGE 63. Mr. Thoma currently serves as Executive Vice
President of Crown Cork and Seal Company, Inc. where he has been employed since
1955. Mr. Thoma has served as a director of the Company since 1995.
CLASS II: INCUMBENTS WHOSE TERMS WILL EXPIRE IN 2000
GEORGE FARLEY, AGE 59. Mr. Farley became Chief Financial Officer and
Treasurer of the Company effective October 29, 1997. Mr. Farley is formerly
Group Vice President of Finance/Chief Financial Officer of Twin County, a food
distribution company. Prior to joining Twin County in September 1995, Mr. Farley
was a partner of BDO Seidman, LLP, where he had served as a partner since 1974.
GARY W. MCCULLA, AGE 38. Mr. McCulla joined the Company in March 1994
and currently serves as President and Director of Sales and Marketing. In 1991,
Mr. McCulla founded GNC and was its President. Until March 1994, GNC was a
privately-held independent marketing company and one of the Company's
partitions. At that time, the Company acquired certain assets of GNC.
CLASS III: INCUMBENTS WHOSE TERMS WILL EXPIRE IN 1999
EMANUEL J. DEMAIO, AGE 39. Mr. DeMaio joined the Company in February
1992 and currently serves as Chief Operations Officer. Prior to joining the
Company, from 1981 through 1992, Mr. DeMaio held various technical and
managerial positions with AT&T.
HAROLD FIRST, AGE 61. Mr. First is a certified public accountant and
currently is a financial consultant. Mr. First served as Chief Financial Officer
of Icahn Holdings Company and related entities from December 1990 through
December 1992. Mr. First serves as a director of Cadus Pharmaceutical Company,
Marvel Entertainment Group, Inc., Panaco, Inc. and Toy Biz, Inc. Mr. First has
served as a director of the Company since 1995.
EXECUTIVE OFFICERS
Information with respect to executive officers of Company is presented
following Item 4 of this report.
2
<PAGE>
Item 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information for the fiscal years ended
December 31, 1997, 1996 and 1995 as to the compensation paid by the Company to
the Chief Executive Officer for services rendered and the four other most
highly compensated executive officers of the Company whose annual salary and
bonus exceeded $100,000 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Name and Principal Position Annual Compensation Compensation
- --------------------------- --------------------- ------------
Securities
Underlying
Options/SARs
(#)(2)
------
Year Salary(1) Bonus(1)
---- --------- --------
<S> <C> <C> <C> <C>
DANIEL BORISLOW, Chairman and Chief Executive Officer 1997 $325,000 $500,000 750,000
1996 $325,000 $500,000 --
1995 $300,000 $ 5,769 --
GARY W. MCCULLA, President and Director of Sales and 1997 $300,000 $500,000(3) --
Marketing 1996 $300,000 $350,000 900,000
1995 $240,000 $304,615 199,200
EMMANUEL J. DEMAIO, Chief Operations Officer 1997 $175,000 $225,000(3) --
1996 $165,000 $150,000 270,000
1995 $130,000 $152,500 199,200
EDWARD B. MEYERCORD, III(4) Executive Vice President - 1997 $210,000 $150,000 --
Marketing and Corporate Development 1996 $ 52,000 $400,000 800,000
MARY KENNON, Director of Customer Care and Human
Resources 1997 $125,000 $200,000(3) --
1996 $125,000 $ 25,000 30,000
1995 $100,000 $ 10,000 49,800
</TABLE>
- -----------------------------------
(1) The costs of certain benefits are not included because they did not
exceed, in the case of each Named Executive, the lesser of $50,000 or
10% of the total annual salary and bonus reported in the above table.
(2) As adjusted to reflect a two-for-one stock split in the form of a stock
dividend effective as of January 31, 1997.
(3) Value of bonus in Company Common Stock at the then current market value.
(4) Mr. Meyercord was hired by Tel-Save effective as of September 5, 1996.
In connection therewith, Mr. Meyercord was paid $400,000 and was granted
an option to purchase 800,000 shares of Tel-Save Common Stock.
3
<PAGE>
STOCK OPTION GRANTS
The following table sets forth further information regarding grants of
options to purchase Common Stock made by the Company during the fiscal year
ended December 31, 1997 to the Named Executives.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------
<TABLE>
<CAPTION>
Potential Realizable
Percent of Value at Assumed
Total Annual Rates of Stock
Number of Options/ Price Appreciation for
Securities SARs Option Term(2)
Underlying Granted to Exercise Price
Options/SARs Employees per Share Expiration ----------------------
Name Granted (1) in 1997 ($ share) Date 5%($) 10%($)
- ---- ----------- ------- --------- ---- ----- ------
<S> <C> <C>
Daniel Borislow(3) 750,000 27.4% $17.50 12/31/2000 $2,068,828 $4,344,375
</TABLE>
- -----------------------------------
(1) Options generally are not vested until 12 months after the date of
original grant and expire six months to two years from the date of
vesting.
(2) Disclosures of the 5% and 10% assumed annual compound rates of stock
appreciation are mandated by the rules of the SEC and do not represent
the Company's estimate or projection of future common stock prices. The
actual value realized may be greater or less than the potential
realizable value set forth in the table.
(3) Such options have been granted subject to stockholder approval.
4
<PAGE>
The following table sets forth information concerning the 1997 year-end value
of unexercised in-the-money options held by each of the Named Executives.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Shares Acquired Value Options/SARs Fiscal Year-End($)(1)
on Exercise Realized ($) at Fiscal Year-End(#)
-----------------------------------------------------------------------------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Daniel Borislow -- -- 300,000/750,000 $5,866,500/$ 1,781,250
Gary W. McCulla 159,200 $3,321,371 223,900/900,000 $3,523,104/$13,765,500
Emanuel J. DeMaio 218,922 $4,852,870 278,178/270,000 $4,591,179/$ 4,129,650
Edward B. Meyercord, III -- -- 800,000/0 $6,996,000/0
Mary Kennon 49,800 $ 876,231 30,000/0 $ 473,850/0
</TABLE>
(1) Based on a year-end fair market value of the underlying securities
equal to $19 7/8.
EMPLOYMENT CONTRACTS
Daniel Borislow is a party to an employment agreement with the Company
that expires in September 2000. Under the terms of the agreement, Mr. Borislow
is entitled to an annual base salary of $300,000, customary benefits and a cost
of living adjustment based upon the Consumer Price Index as published by the
Department of Labor. In March 1996, the non-employee director members of the
Compensation Committee approved an increase in Mr. Borislow's annual base salary
to $325,000.
Gary W. McCulla is a party to a three-year employment agreement with
the Company that expires on April 1, 1999. Under the contract, Mr. McCulla is
entitled to a minimum annual base salary of $300,000 for each year.
Emanuel J. DeMaio is a party to a three-year employment agreement with
the Company that expires April 1, 1999. Under the contract, Mr. DeMaio is
entitled to a minimum annual base salary of $165,000 for the first year,
$175,000 for the second year and $185,000 for the third year.
Edward B. Meyercord, III entered into a five-year employment agreement
with the Company effective as of September 5, 1996. Under the contract, Mr.
Meyercord is entitled to a minimum annual base salary of $210,000 for each year.
5
<PAGE>
The above-described agreements require each of the executives to
maintain the confidentiality of Company information and assign inventions to the
Company. In addition, each of such executive officers has agreed that such
person will not compete with the Company by engaging in any capacity in any
business that is competitive with the business of the Company during the term of
his respective agreement and thereafter for specified periods.
COMPENSATION OF DIRECTORS
In 1997, the Company paid non-employee directors an annual retainer of
$20,000. In December, 1997, the Company's employee directors approved the grant
to each non-employee director of an option to purchase 30,000 shares of Common
Stock and an annual retainer for such directors of $10,000. The Company's
employee directors may, from time to time in the future, grant options to
non-employee directors. Non-employee directors also are reimbursed for
reasonable expenses incurred in connection with attendance at Board meetings or
meetings of committees thereof.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Daniel Borislow, the Chief Executive Officer of the Company, served on
the Compensation Committee in 1997. However, Mr. Borislow's compensation was
determined by the non-employee director members of the Compensation Committee,
subject to the terms of Mr. Borislow's employment agreement. See "Employment
Contracts." In March 1998 the Board of Directors elected a new Compensation
Committee, consisting of Messrs. First and Thoma, the outside directors of the
Company.
CERTAIN TRANSACTIONS
The non-employee members of the Compensation Committee agreed to grant
Mr. Borislow as of December 18, 1997 options to purchase 750,000 shares of
Common Stock at an exercise price equal to $17.50, the then market price per
share of Common Stock.
At December 31, 1997, Mr. Borislow had an outstanding loan from the
Company of $4,237,000 at 9% interest, which was repaid during the first quarter
of 1998.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of March
30, 1998 (except as otherwise noted) by (i) each stockholder who is known by the
Company to own beneficially more than five percent of the outstanding Common
Stock, (ii) each of the Company's directors, (iii) each of the executive
officers named below and (iv) all current directors and executive officers of
the Company as a group. Except as otherwise indicated below, the Company
believes that the beneficial owners of the Common Stock listed below have sole
investment and voting power with respect to such shares.
6
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Percent of Shares
Beneficially Beneficially Owned
Name of Beneficial Owner or Identity of Group Owned(1)
- --------------------------------------------- -------- ------------------
<S> <C> <C>
Daniel Borislow 24,820,526 (2)(3)(4)(5) 38.6%
Putnam Investments, Inc.(6) 8,045,342 12.5%
One Post Office Square
Boston, Massachusetts 02109
Paul Rosenberg 7,440,000 (2) 11.5%
4068 Boc Aire Boulevard
Boca Raton, Florida 33487
Massachusetts Financial Services Company(7) 7,813,349 12.1%
500 Boylston Street
Boston, Massachusetts 02116
FMR Corp.(8) 8,218,342 12.7%
82 Devonshire Street
Boston, Massachusetts 02109
Gary W. McCulla 702,471 (4) 1.1%
Emanuel J. DeMaio 426,035 (4) *
Edward B. Meyercord, III 800,000 (4) *
George Farley 1,400,286 (5) 1.9%
Mary Kennon 41,429
Harold First 56,070 *
Ronald R. Thoma 70,000 *
All directors and executive officers as a group
(10 persons)(4) 27,376,114 42.4%
*Less than 1%.
</TABLE>
- ------------------------
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations of the Commission and, accordingly, may include
securities owned by or for, among others, the spouse, children or
certain other relatives of such person. The same shares may be
beneficially owned by more than one person. Beneficial ownership may be
disclaimed as to certain of the securities. The number of shares of
Common Stock reported herein have been adjusted to reflect a
two-for-one stock split effective as of January 31, 1997.
(2) Includes 7,440,000 shares of Common Stock owned of record by entities
controlled by Mr. Rosenberg for which Mr. Borislow has the right to
vote pursuant to a voting trust agreement and 881,526 shares of Common
Stock owned by current or former partitions of the Company for which
Mr. Borislow has the right to vote pursuant to voting trust agreements.
(3) Does not include 750,000 shares of Common Stock that could be acquired
upon exercise of options granted to Mr. Borislow, which grant is
subject to the approval of the Company's stockholders at the Annual
Meeting.
(4) Includes shares of Common Stock that may be acquired upon the exercise
of stock options within 60 days of April 30, 1998 in the following
amounts: Mr. McCulla, 673,900 shares; Mr. DeMaio, 413,178 shares; Mr.
Meyercord, 800,000 shares; Ms. Kennon, 30,000 shares; and all directors
and officers as a group, 2,105,188 shares. See also note (8) below.
(5) Includes 1,200,000 shares held by the Daniel Borislow Charitable
Foundation, of which Messrs. Borislow and Farley and Mrs. Michelle
Borislow, spouse of Mr. Borislow, are directors.
(6) Based on information provided to the Company, Putnam Investments, Inc.,
together with certain affiliates, reports beneficial ownership of
8,045,342 shares as of March 11, 1997.
(7) Massachusetts Financial Services Company ("MFS"), an investment
adviser, filed an amendment to a Schedule 13G with the Commission on
February 12, 1998 (The "MFS 13G"), in which it reported beneficial
ownership of 7,813,349 shares, 6,263,400 of which are also beneficially
owned by MFS Series Trust II-MFS Emerging Growth Fund, an investment
7
<PAGE>
company, and 1,549,949 of which are also owned by certain non-reporting
entities as well as MFS. The foregoing information is derived from the
MFS 13G.
(8) FMR Corp. and Fidelity International Limited (collectively, "Fidelity")
filed Amendments No. 3 to Schedules 13D with the Commission on
September 11, 1997 (the "Fidelity 13Ds") in which they and certain
affiliates reported beneficial ownership of a total of 8,218,342
shares. The foregoing information is derived from the Fidelity 13Ds.
Under Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company's directors and certain officers and persons
who are the beneficial owners of more than 10 percent of the Common Stock are
required to report their ownership of the Common Stock, options and certain
related securities and any changes in that ownership to the SEC. Specific due
dates for these reports have been established, and the Company is required to
report in this proxy statement any failure to file by such dates in 1997. The
Company believes that all of the required filings have been made in a timely
manner. In making this statement, the Company has relied on copies of the
reporting forms received by it.
Item 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.
See "Compensation Committee Interlocks and Insider Participation" under
Item 11 hereto.
8
<PAGE>
EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2.1 Plan of Reorganization between and among Tel-Save Holdings, Inc., a
Delaware corporation, Tel-Save, Inc., a Pennsylvania corporation,
Daniel Borislow and Paul Rosenberg, and Exhibits Thereto (incorporated
by reference to Exhibit 2.1 to the Company's registration statement on
Form S-1 (File No. 33-94940)).
3.1 Amended and Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3.1 to the Company's
registration statement on Form S-4 (File No. 333-38943)).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's registration statement on Form S-1 (File No. 33-94940)).
9.1 Voting Trust Agreement between Daniel Borislow and Paul Rosenberg
(included as part of Exhibit 2.1).
10.1 * Employment Agreement between the Company and Daniel Borislow and
related Agreement (incorporated by reference to Exhibit 10.1 to the
Company's registration statement on Form S-1 (File No. 33-94940)).
10.2 * Employment Agreement between the Company and Emanuel J. DeMaio
(incorporated by reference to Exhibit 10.2 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.3 * Employment Agreement between the Company and Gary W. McCulla
(incorporated by reference to Exhibit 10.3 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.4 * Employment Agreement between the Company and George P. Farley
(incorporated by reference to Exhibit 10 to the Company's report on
Form 10-Q for the Quarter ended September 30, 1997).
10.5 * Employment Agreement between the Company and Aloysius T. Lawn, IV
(incorporated by reference to Exhibit 10.5 to the Company's
registration statement on Form S-1 (File No. 333-2738)).
10.6 * Employment Agreement between the Company and Edward B. Meyercord, III
(incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996).
10.7 Indemnification Agreement between the Company and Daniel Borislow
(incorporated by reference to Exhibit 10.4 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.8 Indemnification Agreement between the Company and Emanuel J. DeMaio
(incorporated by reference to Exhibit 10.5 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.9 Indemnification Agreement between the Company and Gary W. McCulla
(incorporated by reference to Exhibit 10.6 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.10 Indemnification Agreement between the Company and Joseph M. Morena
(incorporated by reference to Exhibit 10.7 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.11 Indemnification Agreement between the Company and Peter K. Morrison
(incorporated by reference to Exhibit 10.8 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.12 Indemnification Agreement between the Company and Kevin R. Kelly
(incorporated by reference to Exhibit 10.9 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.13 Indemnification Agreement between the Company and Aloysius T. Lawn, IV
(incorporated by reference to Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995).
10.14 Indemnification Agreement between the Company and Edward B. Meyercord,
III (incorporated by reference to Exhibit 10.14 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996).
10.15 Agreement dated as of March 15, 1994 between the Company and Global
Network Communications (incorporated by reference to Exhibit 10.10 to
the Company's registration statement on Form S-1 (File No. 33-94940)).
10.16 AT&T Contract Tariff No. 516 (incorporated by reference to Exhibit
10.11 to the Company's registration statement on Form S-1 (File No.
33-94940)).
10.17 AT&T Contract Tariff No. 1715 (incorporated by reference to Exhibit
10.15 to the Company's registration statement on Form S-1 (File No.
333-2738)).
10.18 AT&T Contract Tariff No. 2039 (incorporated by reference to Exhibit
10.16 to the Company's registration statement on Form S-1 (File No.
333-2738)).
10.19 AT&T Contract Tariff No. 2432 (incorporated by reference to Exhibit
10.17 to the Company's registration statement on Form S-1 (File No.
333-2738)).
10.20 AT&T Contract Tariff No. 3628 (incorporated by reference to Exhibit
10.18 to the Company's registration statement on Form S-1 (File No.
333-2738)).
10.21 AT&T Contract Tariff No. 5776 (incorporated by reference to Exhibit
10.21 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT:
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.22 General Agreement between Tel-Save, Inc. and AT&T Corp. dated June 26,
1995 (incorporated by reference to Exhibit 10.14 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.23* Tel-Save Holdings, Inc. 1995 Employee Stock Option Plan (incorporated
by reference to Exhibit 10.15 to the Company's registration statement
on Form S-1 (File No. 33-94940)).
10.24* Tel-Save Holdings, Inc. Employee Bonus Plan (incorporated by reference
to page 13 of the Company's Proxy Statement for the Company's 1996
Annual Meeting of Stockholders dated April 3, 1996).
10.25* Non-Qualified Stock Option Agreement between the Company and Daniel
Borislow (incorporated by reference to Exhibit 10.17 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.26* Non-Qualified Stock Option Agreement between the Company and Emanuel J.
DeMaio (incorporated by reference to Exhibit 10.18 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.27* Non-Qualified Stock Option Agreement between the Company and Mary
Kennon (incorporated by reference to Exhibit 10.19 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.28* Non-Qualified Stock Option Agreement between the Company and Gary W.
McCulla (incorporated by reference to Exhibit 10.20 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.29* Non-Qualified Stock Option Agreement between the Company and Peter K.
Morrison (incorporated by reference to Exhibit 10.22 to the Company's
registration statement on Form S-1 (File No. 33-94940)).
10.30+ Telecommunications Marketing Agreement by and among the Company,
Tel-Save, Inc. and America Online, Inc., dated February 22, 1997
(incorporated by reference to Exhibit 10.32 to the Company's Form 10-K
for the year ended December 31, 1996).
10.31++ Amendment No 1, dated as of January 25, 1998, to the Telecommunications
Marketing Agreement dated as of February 22, 1997 by and among the
Company, Tel-Save, Inc. and America Online, Inc. (incorporated by
reference to Exhibit 10.31 to the Company's Form 10-K for the year
ended December 31, 1997)
10.32 Indenture dated as of September 9, 1997 between the Company and First
Trust of New York, N.A. (incorporated by reference to Exhibit 4.3 to
the Company's registration statement on Form S-3 (File No. 333-39787)).
10.33 Registration Agreement dated as of September 3, 1997 between the
Company and Salomon Brothers Inc, Deutsche Morgan Grenfell Inc., Bear,
Stearns & Co. Inc., Smith Barney Inc., Robertson Stephens & Company LLC
(incorporated by reference to the Company's registration statement on
Form S-3 (File No. 333-39787)).
10.34 Indenture dated as of December 10, 1997 between the Company and First
Trust of New York, N.A. . (incorporated by reference to Exhibit 10.34
to the Company's Form 10-K for the year ended December 31, 1997)
10.35 Registration Agreement dated as of December 10, 1997 between the
Company and Smith Barney Inc. . (incorporated by reference to Exhibit
10.35 to the Company's Form 10-K for the year ended December 31, 1997)
11.1 Net Income Per Share Calculation. (incorporated by reference to Exhibit
11.1 to the Company's Form 10-K for the year ended December 31, 1997)
21.1 Subsidiaries of the Company. (incorporated by reference to Exhibit 21.1
to the Company's Form 10-K for the year ended December 31, 1997)
23.1 Consent of BDO Seidman, LLP. (incorporated by reference to Exhibit 23.1
to the Company's Form 10-K for the year ended December 31, 1997)
27 Financial Data Schedule. . (incorporated by reference to Exhibit 27 to
the Company's Form 10-K for the year ended December 31, 1997)
</TABLE>
- ---------------
* Management contract or compensatory plan or arrangement.
+ Confidential treatment previously has been granted for a portion of this
exhibit.
++ Confidential treatment has been requested for portions of this exhibit.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: April 30, 1998 TEL-SAVE HOLDINGS, INC.
By: /s/ Daniel Borislow
-------------------------------
Daniel Borislow
Chairman of the Board of
Directors, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Daniel Borislow Chairman of the Board April 30, 1998
------------------------ of Directors, Chief Executive Officer and
Daniel Borislow Director (Principal Executive Officer)
/s/ Gary W. McCulla President, Director of Sales and April 30, 1998
------------------------ Marketing and Director
Gary W. McCulla
/s/ Emanuel J. DeMaio Chief Operations Officer and Director April 30, 1998
------------------------
Emanuel J. DeMaio
/s/ George P. Farley Chief Financial Officer and Director April 30, 1998
------------------------ (Principal Financial Officer)
George P. Farley
/s/ Kevin R. Kelly Controller (Principal Accounting Officer) April 30, 1998
------------------------
Kevin R. Kelly
/s/ Harold First Director April 30, 1998
------------------------
Harold First
/s/ Ronald R. Thoma Director April 30, 1998
------------------------
Ronald R. Thoma
</TABLE>
11
