AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 54-1708481
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1700 OLD MEADOW ROAD
THIRD FLOOR
MCLEAN, VA 22101
(Address of Registrant's Principal Executive Offices)
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
K. PAUL SINGH
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
1700 OLD MEADOW ROAD, 3RD FLOOR
MCLEAN, VIRGINIA 22102
(Name and address of agent for service)
(703) 902-2800
(Telephone number, including area code, of agent for service)
COPY TO:
JAMES D. EPSTEIN, ESQ.
PEPPER HAMILTON LLP
3000 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PA 19103
(215) 981-4368
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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Common Stock par value 244,571 $ 27.63 $ 6,757,496.73 $ 1,783.98
$0.01 per share 1,564,929 29.16 45,633,330.64 12,047.20
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Total 1,809,500 $52,390,826.37 $13,831.18
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the Primus Telecommunications Group, Incorporated Stock Option Plan (the
"Stock Option Plan").
(2) Estimated pursuant to Rule 457(h), estimated solely for the purpose of
calculating the registration fee on the basis of: (i) the weighted average
of the option exercise price with respect to outstanding options to
purchase 1,564,929 shares and (ii) the average of the high and low prices
per share of the registrant's Common Stock on the Nasdaq Stock Market on
June 14, 2000 with respect to the 244,571 shares subject to future grant.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this
Registration Statement is being filed in order to register 1,809,500 additional
shares of Common Stock, $0.01 par value per share, of Primus Telecommunications
Group, Incorporated (the "Company"), with respect to a currently effective
Registration Statement on Form S-8 of the Company relating to the Company's
Stock Option Plan.
The contents of the Registration Statement on Form S-8 as
filed on September 5, 1997, Registration No. 33-35005, as amended, are
incorporated by reference into this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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4.1 Primus Telecommunications Group, Incorporated Stock
Option Plan --Amended and Restated Effective March
21, 1997 (Incorporated herein by reference to Exhibit
10.6 to the Company's Registration Statement No.
333-30195 on Form S-1).
5 Opinion of Pepper Hamilton LLP.
23.1 Independent Auditors' Consent
23.2 Consent of KPMG LLP.
23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5).
24 Power of Attorney (included on page II-2).
II-3
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 S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in McLean, Virginia, on this 15th day of June, 2000.
PRIMUS TELECOMMUNICATIONS
GROUP INCORPORATED
By: /s/ K. Paul Singh
-----------------------------
K. Paul Singh
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below on this Registration Statement hereby constitutes and
appoints K. Paul Singh and Neil L. Hazard and each of them, with full power to
act without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities (until revoked in writing), to sign any and all
amendments (including post-effective amendments thereto) to this Form S-8
Registration Statement of Primus Telecommunications Group, Incorporated and to
file the same, with all Exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on the 15th day of June, 2000.
Signature Title
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/s/ K. Paul Singh President, Chairman and Chief Executive
- --------------------- Officer (Principal Executive Officer)
K. Paul Singh
/s/ Neil L. Hazard Executive Vice President and Chief Financial
- --------------------- Officer (Principal Financial Officer and
Neil L. Hazard Principal Accounting Officer)
II-4
/s/ John F. DePodesta Executive Vice President and Director
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John F. DePodesta
/s/ Herman Fialkov Director
- ---------------------
Herman Fialkov
/s/ John Puente Director
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John Puente
Director
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David E. Hershberg
Director
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Douglas M. Karp
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Primus Telecommunications Group, Incorporated Stock
Option Plan --Amended and Restated Effective March
21, 1997 (Incorporated herein by reference to Exhibit
10.6 to the Company's Registration Statement No.
333-30195 on Form S-1).
5 Opinion of Pepper Hamilton LLP.
23.1 Independent Auditors' Consent
23.2 Consent of KPMG LLP.
23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5).
24 Power of Attorney (included on page 4).
II-6