SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 16, 2001 Date of Report (Date of earliest event reported) CARRIER 1 INTERNATIONAL S.A. (Exact name of registrant as specified in its charter) LUXEMBOURG (State or other jurisdiction of incorporation) 001-15693 98-0199626 (Commission File Number) (IRS Employer Identification No.) ROUTE D'ARLON 3 L-8009 STRASSEN, LUXEMBOURG (Address of principal executive offices) (Zip code) (011) (41-1) 297 2600 (Registrant's telephone number, including area code) In this report "Carrier1 International" refers to Carrier 1 International S.A., a societe anonyme organized under the laws of the Grand- Duchy of Luxembourg, and "Carrier1," "we," "our" and "us" refers to Carrier1 International and its subsidiaries and their predecessors, except where the context otherwise requires. ITEM 9. REGULATION FD DISCLOSURE In accordance with General Instructions B.2. of Form 8-K, the following information shall not be deemed "filed" for purposes of Section 18 of Exchange Act, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 16, 2001 Carrier 1 issued a press release announcing the appointment of Victor Pelson as Chairman of the Board of the Company and other data as more fully described in the press release, a copy of which is filed as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of business acquired. Not applicable (b) Pro Forma Financial Information. Not applicable. (c) Exhibits 99.1 Press Release dated May 16, 2001 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. CARRIER 1 INTERNATIONAL S.A. By: /s/ KEES VAN OPHEM -------------------------------- Name: Kees van Ophem Title: Executive Vice President, Corporate Services and General Counsel Dated: May 16, 2001 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated May 16, 2001.