UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR
15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated as of January 29, 2003
NETIA HOLDINGS S.A.
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(Translation of registrant's name into English)
UL.POLECZKI 13
02-822 WARSAW, POLAND
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(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.]
Form 20-F |X| Form 40-F |_|
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.] Yes |_| No |X|
EXPLANATORY NOTE
Attached are the following items:
1. Press Release, dated January 27, 2003.
2. Press Release, dated January 27, 2003.
This current report on Form 6-K is hereby incorporated by reference into our
Registration Statement on Form F-3 filed with the Securities and Exchange
Commission on May 9, 2001 (File No. 333-13480).
1
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Jeff Zelkowitz
Taylor Rafferty, New York
212-889-4350
NETIA RECEIVES POSITIVE DECISION FOR RE-LISTING ON NASDAQ SMALLCAP MARKET
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WARSAW, Poland - January 27, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services,
today announced that following Netia's appeal, the Nasdaq Listing and Hearing
Review Council (the "Listing Council") reversed an earlier decision of the
Nasdaq Listing Qualifications Panel (the "Panel"), dated October 14, 2002, to
de-list Netia's American Depositary Shares ("ADSs") from The Nasdaq National
Market. The Listing Council's decision was based on positive events occurring
after the de-listing decision. The Listing Council instructed the Panel to
re-list Netia's ADSs on The Nasdaq SmallCap Market upon completion of a review
of Netia's application. Netia's Management Board has decided to file such
application, which will be subject to the approval of the Nasdaq Listing
Qualifications Department.
WOJCIECH MADALSKI, NETIA'S PRESIDENT AND CHIEF EXECUTIVE OFFICER commented:
"We welcome Nasdaq's favorable decision regarding the earlier de-listing of
Netia's ADSs. Netia demonstrates continued progress as Poland's largest
alternative telecommunications company. We are growing our services focused on
business customers in Poland's twelve largest cities. Netia's capital
restructuring provides a solid financial basis for the company's future. We
believe that Nasdaq's decision reflects these positive developments, and we look
forward to the commencement of trading on the Nasdaq SmallCap Market following
the review of our application by the Nasdaq Listing Qualifications Department."
AVI HOCHMAN, NETIA'S CHIEF FINANCIAL OFFICER, added:
"The financial restructuring of Netia has reached its final stage following the
issuance of the new notes and series H shares. We are awaiting registration of
series H shares by the Polish courts in order to begin trading on the Warsaw
2
Stock Exchange. Commencement of public trading of series H shares and possible
re-listing on Nasdaq will improve Netia's global liquidity."
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003 and its Current Report on Form 6-K filed with the
Commission on January 16, 2003. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
1
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA HOLDINGS S.A. CONFIRMS FINANCIAL RESULTS RELEASE DATE
- -----------------------------------------------------------
WARSAW, Poland - January 27, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services
(in terms of value of generated revenues), confirmed today that its 2002 year
end results will be released after the close of the Warsaw Stock Exchange on
Thursday, February 13, 2003.
On February 14, 2003, President of the Management Board and CEO, Wojciech
Madalski, and Chief Financial Officer, Avi Hochman, will host a conference call
at 4:00 PM (CET) / 3:00 PM (GMT) / 10:00 AM (EST) to review Netia's financial
results for 2002. The conference call will be available for replay purposes as
well. Netia followers will receive invitations to participate in this conference
call.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
2
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003 and its Current Report on Form 6-K filed with the
Commission on January 16, 2003. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
SIGNATURES
Pursuant to the requirements 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: January 29, 2003
NETIA HOLDINGS S.A.
By: /S/ AVRAHAM HOCHMAN
--------------------------------
Name: Avraham Hochman
Title: Chief Financial Officer
Vice President, Finance
By: /S/ EWA DON-SIEMION
--------------------------------
Name: Ewa Don-Siemion
Title: Vice President, Legal