1
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): May 14, 2001
Global TeleSystems, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-23717 94-3068423
------------ ----------- -----------------
(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)
2
ITEM 5. OTHER EVENTS
On May 14, 2001, Global TeleSystems, Inc., a Delaware
corporation, ("GTI"), completed, through Global TeleSystems Europe Holdings B.V.
("GTS Europe"), wholly-owned subsidiary of GTI, the sale 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") pursuant to a Share Purchase
Agreement (the "Share Purchase Agreement"), with Alfa Telecom Limited, a company
incorporated in the British Virgin Islands (as assignee of Alfa Bank Holdings
Limited, "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"). The aggregate purchase price paid by the
Purchasers for the shares of Common Stock was $125,000,000, of which $70,000,000
was paid to GTS Europe in cash and $55,000,000 is to be paid to GTS Europe on
May 31, 2001. In addition, in connection with the completion of the foregoing
transaction, the Purchasers entered into separate stock option agreements with
GTS Europe that provide the Purchasers an option to purchase the remaining
shares of Common Stock beneficially owned by GTS Europe at a purchase price of
$11.00 per share for the next 60 days. In addition, if certain other conditions
are met, during the twelve-month period commencing May 14, 2001, the Purchasers
will have the right to cause GTS Europe to sell to each of the Purchasers any of
the shares of Common Stock which GTS Europe continues to own at a per share
price equal to the greater of (a) $11.00 per share and (b) 120% of the moving
average of the closing price of Common Stock on the Nasdaq National Market
during the 60-trading day period ended on the date immediately before the
Purchasers deliver a notice of intention to purchase such additional shares.
Also on May 14, 2001, GTI issued a press release relating to
the sale of the Common Stock referred to above. 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 May 14, 2001.
3
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: May 14, 2001 By: /s/ Grier C. Raclin
--------------------
Name: Grier C. Raclin
Title: Executive Vice President; CAO;
General Counsel; and Corporate
Secretary
4
EXHIBIT INDEX
Exhibit
No. Description
- -------- --------------
99.1 Press release issued by Global TeleSystems, Inc. on
May 14, 2001.
4