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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): April 2, 2001
Global TeleSystems, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-23717 94-3068423
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4121 Wilson Boulevard
7th Floor
Arlington, VA 22203
(Address of principal executive offices, including zip code)
(703) 236-3100
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On April 2, 2001, Global TeleSystems, Inc., a Delaware
corporation, ("GTI"), entered into a Share Purchase Agreement (the "Share
Purchase Agreement"), with Alfa Bank Holdings Limited, a company incorporated in
the British Virgin Islands ("Alfa"), Capital International Global Emerging
Markets Private Equity Fund, L.P., a Delaware limited partnership ("CIG"),
Cavendish Nominees Limited, a limited liability company organized and registered
under the laws of Guernsey ("Cavendish"), and First NIS Regional Fund SICAV, a
private institutional fund organized and registered under the laws of
Luxembourg, (collectively, with Alfa, CIG and Cavendish, the "Purchasers") with
respect to the sale to the Purchasers of 12,195,122 shares of common stock, par
value $0.01 per share (the "Common Stock") of Golden Telecom, Inc., a Delaware
corporation ("Golden Telecom") beneficially owned by GTI. The aggregate purchase
price to be paid by the Purchasers for the shares is $125,000,000. In addition,
the Share Purchase Agreement contemplates that at the time of the consummation
of the sale and purchase contemplated by the Share Purchase Agreement (the
"Closing") the Purchasers will enter into separate stock option agreements with
GTI which will give the Purchasers an option to purchase the remaining shares of
Common Stock beneficially owned by GTI at a purchase price of $11.00 per share
during the 60-day period after the Closing. In addition, if certain other
conditions are met, during the twelve-month period after the Closing, the
Purchasers will have an option to purchase the remaining shares of Common Stock
beneficially owned by GTI at a purchase price equal to the greater of $11.00 per
share or 120% of the average closing share price for the 60-day period preceding
the purchase date.
The Closing is subject to the conditions set forth in the
Share Purchase Agreement, including the expiration (or termination) of any
waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, the filing of GTI's annual report on Form
10-K for the fiscal year ended December 31, 2000 with a standard auditor's
opinion and other customary closing conditions.
Also on April 2, 2001, GTI issued a press release relating to
the Share Purchase Agreement and the related transactions. A copy of the press
release is attached hereto as Exhibit 1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued by Global TeleSystems, Inc.
on April 2, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Global TeleSystems, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GLOBAL TELESYSTEMS, INC.
Date: April 2, 2001 By: /s/ Grier C. Raclin
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Name: Grier C. Raclin
Title: Executive Vice President; Chief
Administrative Officer; General Counsel;
and Secretary
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release issued by Global TeleSystems, Inc. on
April 2, 2001.