AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 2002
REGISTRATION NO. 333-65842
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRICOM, S.A.
(Exact name of Registrant as specified in its charter)
DOMINICAN REPUBLIC NOT APPLICABLE NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer (Translation of Registrant's
incorporation or organization) Identification Number) name into English)
TRICOM, S.A.
AVE. LOPE DE VEGA NO. 95
SANTO DOMINGO, DOMINICAN REPUBLIC
TELEPHONE: (809) 476-4000
(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
TELEPHONE: (212) 894-8940
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
STEVEN L. WASSERMAN, ESQ.
PIPER RUDNICK LLP
1251 Avenue of the Americas
New York, New York 10020
TELEPHONE: (212) 835-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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, 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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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 OUR EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 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.
Pursuant to Item 512(a)(3) of Regulation S-K, we are hereby removing
from registration any securities that were previously registered which were not
sold pursuant to this offering. In this offering, we sold an aggregate of
1,170,920 American Depositary Shares ("ADSs") for a purchase price of $4.00 per
ADS, equal to aggregate proceeds of $4,683,680. We initially registered a
proposed maximum aggregate offering price of $100,503,000. Therefore, we are
deregistering the remaining $95,819,320 of ADSs.
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
the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Santo Domingo, Dominican Republic on April 22, 2002
TRICOM, S.A.
By: /s/ CARL H. CARLSON
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Carl H. Carlson,
TREASURER OF THE BOARD OF
DIRECTORS, EXECUTIVE VICE
PRESIDENT AND MEMBER OF THE
OFFICE OF THE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
*
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Manuel Arturo Pellerano Pena Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive
Officer) April 22, 2002
*
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Hector Castro Noboa Vice President of the Board of Directors April 22, 2002
*
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Marcos J. Troncoso Mejia Secretary of the Board of Directors,
Executive Vice President and Member of the
Office of the President April 22, 2002
/s/ CARL H. CARLSON
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Carl H. Carlson Treasurer of the Board of Directors,
Executive Vice President and Member of the
Office of the President April 22, 2002
*
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Carlos F. Vargas First Vice President, Finance and
Administrative Division and Chief Financial
Officer (Principal Financial Officer and
Principal Accounting Officer) April 22, 2002
*
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Juan Felipe Mendoza Director April 22, 2002
*
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Anibal de Castro Director April 22, 2002
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Ralph Smith Director April [ ], 2002
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Kevin Wiley Director April [ ], 2002
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Theodore Schaffner Director April [ ], 2002
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Richard Haning Director April [ ], 2002
/s/ MARINO GINEBRA
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Marino Ginebra Director April 22, 2002
- ---------------------------------
Edwin Corrie Director April [ ], 2002
* By: /s/ CARL H. CARLSON
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Carl H. Carlson,
Attorney-in-Fact
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 in Santo Domingo, Dominican Republic on April
22, 2002.
TRICOM USA, INC.
By: /s/ CARL H. CARLSON
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Carl H. Carlson
TREASURER OF THE BOARD
OF DIRECTORS, EXECUTIVE
VICE PRESIDENT AND MEMBER
OF THE OFFICE OF THE PRESIDENT