AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2000
REGISTRATION NO. 333-32838
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TRICOM, S.A.
(Exact name of Registrant as specified in its charter)
DOMINICAN REPUBLIC 481 NOT APPLICABLE
(State or other jurisdiction (Primary Standard Industrial Classification Code Number)
of (I.R.S. Employer
incorporation or Identification Number)
organization)
TRICOM, S.A.
AVE. LOPE DE VEGA NO. 95
SANTO DOMINGO, DOMINICAN REPUBLIC
TELEPHONE: (809) 476-6000
(Address, including zip code, and telephone number of registrant's principal
executive offices)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NEW YORK 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, of agent for service)
------------------------------
COPIES TO:
STEVEN L. WASSERMAN, ESQ. JOHN D. WATSON, JR., ESQ.
PAUL, HASTINGS, LATHAM & WATKINS
JANOFSKY & WALKER LLP 1001 PENNSYLVANIA AVENUE, N.W.
399 PARK AVENUE SUITE 1300
NEW YORK, NEW YORK 10022 WASHINGTON, D.C. 20004
TELEPHONE: (212) 318-6000 TELEPHONE: (202) 637-2200
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
--------------------------
If only 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, please 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. / /
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 effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the Offering, all of which will be
borne by Tricom, S.A. (the "Company"), are as follows:
SEC Registration Fee........................................ $ 26,792.70
NASD Filing Fee............................................. 10,648.75
New York Stock Exchange Listing Fee......................... 16,100.00
Depositary Fees............................................. 5,000.00*
Custodian Fees.............................................. 5,000.00*
Printing Costs.............................................. 515,000.00*
Legal Fees.................................................. 660,600.00*
Accounting Fees............................................. 236,300.00*
Miscellaneous............................................... 424,558.55*
-------------
TOTAL................................................... $1,900,000.00*
=============
- ------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no statutory provisions under applicable Dominican law for the
indemnification or insuring of directors and officers against liability.
Pursuant to Dominican law, shareholders are asked to vote upon the
performance of management at annual shareholders' meetings. The Company's
vigilance officer delivers a report on the financial performance of the Company
and other issues related to management's performance. If the holders of a
majority of the votes entitled to be cast approve management's performance, all
shareholders are deemed to have released the directors and officers from claims
or liability to the Company or its shareholders arising out of actions taken or
any failure to take actions by any of them on behalf of the Company during the
prior fiscal year, with certain exceptions, and shareholders will likely fail in
any suit brought in a Dominican court with respect to such acts or omissions.
Officers and directors may not be released from any claims or liability for
criminal acts, fraud, self-dealing or gross negligence. If the shareholders do
not approve management's performance, the vigilance officer's report may form
the basis of any suit brought by the shareholders against the officers and
directors of the Company.
Article 48 of the Company's by-laws provides that the Company shall
indemnify any person made or threatened to be made a party to any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person, or a person of whom he or she is the legal
representative, is or was a director, officer, employee or agent of the Company
or any predecessor of the Company, or serves or served any other enterprise as a
director, officer, employee or agent at the request of the Company or any
predecessor of the Company.
The Company shall pay any expenses reasonably incurred by a director or
officer in defending any civil, criminal, administrative or investigative
action, suit or proceeding in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Company under
Article 48 or otherwise. The Company may, by action of its Board of Directors,
provide for the payment of such expenses incurred by employees and agents of the
Company as it deems appropriate.
II-1
ITEM 16. EXHIBITS.
(a) Exhibits
1.1 -- Form of Underwriting Agreement.
4.1 -- Form of Class A Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to the Company's Amendment No. 1 to
Registration Statement on Form F-1, filed on May 1, 1998).
4.2 -- Form of American Depositary Receipt (included as part of
Exhibit 4.3) (Incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form F-1, filed on
April 2, 1998).
4.3 -- Form of Deposit Agreement between The Bank of New York,
TRICOM, S.A. and owners and holders of American Depositary
Receipts (Incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form F-1, filed on April
2, 1998).
5.1 -- Opinion of Pellerano & Herrera regarding legality.
8.1 -- Tax Opinion of Pellerano & Herrera.
23.1 -- Consent of Peat, Marwick, Mitchell & Co. (member firm of
KPMG International in the Dominican Republic).*
23.2 -- Consent of Pellerano & Herrera (included as part of Exhibit
8.1 above).
24.1 -- Power of Attorney for directors and officers of TRICOM,
S.A.*
- ------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santo Domingo, Dominican Republic on April 11, 2000.
TRICOM, S.A.
By: /s/ CARL H. CARLSON
-----------------------------------------
Carl H. Carlson
Executive Vice President and Member
of the Office of the President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
NAME TITLE DATE
---- ----- ----
* Chairman of the Board of
------------------------------------------- Directors and President April 11, 2000
Manuel Arturo Pellerano Pena (Principal Executive Officer)
*
------------------------------------------- Vice President of the Board of April 11, 2000
Hector Castro Noboa Directors
Secretary of the Board of
* Directors, Executive Vice
------------------------------------------- President and Member of the April 11, 2000
Marcos J. Troncoso Office of the President
First Vice President, Finance
and Administrative Division and
* Chief Financial Officer
------------------------------------------- (Principal Financial Officer April 11, 2000
Carlos F. Vargas and Principal Accounting
Officer)
*
------------------------------------------- Director April 11, 2000
Juan Felipe Mendoza
*
------------------------------------------- Director April 11, 2000
Anibal de Castro
II-3
NAME TITLE DATE
---- ----- ----
*
------------------------------------------- Director April 11, 2000
Raisa Gil de Fondeur
*
------------------------------------------- Director April 11, 2000
Fernando A. Simo
*
------------------------------------------- Director April 11, 2000
Kevin Wiley
*
------------------------------------------- Director April 11, 2000
Jesus Barona
*
------------------------------------------- Director April 11, 2000
Fernando Rainieri
*
------------------------------------------- Director April 11, 2000
Jose Manuel Villalvazo
*By: /s/ CARL H. CARLSON
--------------------------------------
Carl H. Carlson
Attorney-in-fact
II-4
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of TRICOM, S.A. has signed
this Registration Statement or amendment in New York, New York on April 11,
2000.
TRICOM USA, INC
By: /s/ CARL H. CARLSON
-----------------------------------------
Carl H. Carlson
Vice President
II-5