UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark one) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ___________ Commission file number 0-21519 ------- International Telecommunication Data Systems, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1295986 - -------------------------------------------------------------------------- ---------------------------------------------- (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.) 225 High Ridge Road, Stamford, CT 06905 - -------------------------------------------------------------------------- ---------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 329-3300 ---------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -- -- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 24, 1997 - ---------------------------- ------------------------------------- Common Stock, $.01 par value 8,521,718 International Telecommunication Data Systems, Inc. and Subsidiary Form 10-Q/A The undersigned registrant hereby amends Item 2 of Part II of its Quarterly Report on Form 10-Q, filed with the Commission on November 3, 1997, to read in its entirety as follows: Item 2. Changes in Securities and Use of Proceeds ----------------------------------------- This Item 2 contains information with respect to the use of proceeds from the Company's initial public offering of Common Stock (the "Offering"). (1) The effective date of the Company's Registration Statement on Form S-1 (File No. 333-11045) (the "Registration Statement") relating to the Offering, for which the following use of proceeds information is being disclosed, was October 24, 1996. (2) The date on which the Offering commenced was October 24, 1996. (3) Not applicable. (4) (i) The Offering terminated after the sale of all securities registered pursuant to the Registration Statement. The initial closing of the Offering occurred on October 30, 1996, and the closing of the over-allotment portion of the Offering occurred on November 18, 1996. (ii) The managing underwriters of the Offering were: Lehman Brothers Cowen & Company (iii) The Company registered Common Stock, $.01 par value per share, pursuant to the Registration Statement. (iv) For the account of the Company, (a) 2,200,000 shares of Common Stock were registered pursuant to the Registration Statement, (b) the aggregate Offering price of the amount registered was $35,200,000, (c) the amount sold pursuant to the Offering was 2,200,000 shares of Common Stock and (d) the aggregate Offering price of the amount sold was $35,200,000. For the accounts of the Selling Stockholders in the Offering, (a) 866,667 shares of Common Stock were registered pursuant to the Registration Statement, (b) the aggregate Offering price of the amount registered was $13,866,672, (c) the amount sold pursuant to the Offering was 866,667 shares of Common Stock and (d) the aggregate Offering price of the amount sold was $13,866,672. (v) In connection with the Offering, the Company made direct or indirect payments to persons other than: directors, officers, general partners of the Company or their associates; persons owning ten percent or more of any class of equity securities of the Company; or affiliates of the Company as follows: Underwriting Discounts and Commissions $3,434,667 Other Expenses 1,056,253 ---------- Total Expenses $4,490,920 ========== (vi) The net Offering proceeds to the Company after deducting the total expenses described in (v) above were $30,709,080. (vii) From the effective date of the Registration Statement through September 30, 1997, the Company has used the net Offering proceeds to the Company as follows: Repayment of indebtedness $3,099,772 Working capital 2,109,768* U.S. Treasury bills 24,800,065 U.S. Treasury notes 699,475 ----------- $30,709,080 =========== *Estimate All of the above-listed payments were direct or indirect payments to persons other than: directors, officers, general partners of the Company or their associates; persons owning ten percent or more of any class of equity securities of the Company; or affiliates of the Company. (viii) Not applicable. 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. International Telecommunication Data Systems, Inc. ---------------------------------------- (Registrant) By /s/ Alan K. Greene ---------------------------------------- Alan K. Greene Vice President (Chief Financial Officer)