As filed with the Securities and Exchange Commission on September 5, 1997
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Registration No 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 54-1708481
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2070 Chain Bridge Road, Suite 425, Vienna, Virginia 22182
(Address, including zip code,
of principal executive offices)
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED STOCK OPTION PLAN
DIRECTOR STOCK OPTION PLAN
PRIMUS TELECOMMUNICATIONS GROUP, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
PRIMUS TELECOMMUNICATIONS GROUP, INC. 401(k) PLAN
(Full title of the plans)
K. Paul Singh
2070 Chain Bridge Road
Suite 425
Vienna, Virginia 22182
(Name and address of agent for service)
(703) 902-2800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to Be Maximum Offering Maximum Aggregate Amount of
to Be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
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Common Stock, par value 101,430 shares $0.670 $ 67,958.10 $ 21
$.01 per share 924,873 shares $2.960 $ 2,737,624.08 $ 830
550,596 shares $3.550 $ 1,954,615.80 $ 593
229,500 shares $8.250 $ 1,893,375.00 $ 574
4,297,201 shares $8.125 $34,914,758.13 $10,581
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Total 6,103,600 shares $41,568,331.11 $12,599
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the Primus Telecommunications Group, Incorporated Stock Option Plan (the
"Stock Option Plan"), the Director Stock Option Plan (the "Director Stock
Option Plan"), the Primus Telecommunications Group, Inc. Employee Stock
Purchase Plan (the "Employee Stock Purchase Plan"), and the Primus
Telecommunications Group, Incorporated 401(k) Plan (the "401(k) Plan")
(collectively, the "Plans").
(2) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee on the basis of (i) the option exercise price with
respect to outstanding options to purchase 101,430 shares, (ii) the option
exercise price with respect to outstanding options to purchase 924,873
shares, (iii) the option exercise price with respect to outstanding options
to purchase 550,596 shares, (iv) the option exercise price with respect to
outstanding options to purchase 229,500 shares, and (v) the average of the
bid and asked prices per share of the registrant's Common Stock on The
Nasdaq Stock Market on September 3, 1997 with respect to the remaining
aggregate of 4,297,201 shares subject to future grant, under the Plans
(2,086,961 under the Stock Option Plan, 135,240 under the Director Stock
Option Plan, 2,000,000 under the Employee Stock Purchase Plan, and 75,000
under the 401(k) Plan).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
*
Item 2. Registrant Information and Employee Plan Annual Information.
*
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* All documents furnished to the participants in the Stock Option Plan, the
Director Stock Option Plan, the Employee Stock Purchase Plan and the 401(k)
Plan pursuant to Rule 428 contain the information required by Part I of
Form S-8 under the Securities Act of 1933, as amended (the "Securities
Act"), and are on file at the Registrant's principal executive offices.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Primus Telecommunications
Group, Incorporated (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's Prospectus filed with the Commission on July 30, 1997
pursuant to Rule 424(b) under the Securities Act.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission, including
any amendments or reports filed for the purpose of updating such
description.
In addition, all documents filed subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 4. Description of Securities.
The Common Stock, which is the class of securities offered pursuant to this
Registration Statement, is registered under the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Pepper, Hamilton & Scheetz llp, Philadelphia,
Pennsylvania. Mr. John DePodesta, "of counsel" to Pepper, Hamilton & Scheetz
llp, is a director and an Executive Vice President of the Company, and the
beneficial owner of 319,690 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
each Delaware business corporation to indemnify its directors, officers,
employees and agents against liability for each such person's acts taken in his
or her capacity as a director, officer, employee or agent of the corporation if
such actions were taken in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action, if he or she had no reasonable cause to
believe his or her conduct was unlawful. Article X of the Company's Amended and
Restated By-Laws provides that the Company, to the full extent permitted by
Section 145 of the DGCL, shall indemnify all past and present directors or
officers of the Company and may indemnify all past or present employees or other
agents of the Company. To the extent that a director, officer, employee or agent
of the Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in such Article X, or in defense of any
claim, issue or matter therein, he or she shall be indemnified by the Company
against actually and reasonably incurred expenses in connection therewith. Such
expenses may be paid by the Company in advance of the final disposition of the
action upon receipt of an undertaking to repay the advance if it is ultimately
determined that such person is not entitled to indemnification.
As permitted by Section 102(b)(7) of the DGCL, Article 11 of the Company's
Amended and Restated Certificate of Incorporation provides that no director of
the Company shall be liable to the Company for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for the unlawful payment of dividends on or redemption
of the Company's capital stock, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company maintains a policy insuring it and its directors and officers
against certain liabilities, including liabilities under the Securities Act.
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Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Primus Telecommunications Group, Incorporated
Stock Option Plan -- Amended and Restated
Effective March 21, 1997 (Incorporated herein by
reference to Exhibit 10.6 to the Company's
Registration Statement No. 333-30195 on Form S-1).
4.2 Director Stock Option Plan (Incorporated herein by
reference to Exhibit 10.7 to the Company's
Registration Statement No. 333-10875 on Form S-1).
4.3 Primus Telecommunications Group, Inc. Employee
Stock Purchase Plan (Incorporated herein by
reference to Exhibit 10.15 to the Company's
Registration Statement No. 333-30195 on Form S-1).
4.4 Primus Telecommunications Group, Inc. 401(k) Plan.
5.1 Opinion of Pepper, Hamilton & Scheetz LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Price Waterhouse.
23.3 Consent of Pepper, Hamilton & Scheetz LLP
(included in Exhibit 5).
24.1 Power of Attorney (see Signature Pages at pages 5
and 6).
Item 9. Undertakings.
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed
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that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the Plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby also undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit Plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vienna, Virginia, on Septmeber 5, 1997.
PRIMUS TELECOMMUNICATIONS GROUP,
INCORPORATED
By: /s/ K. Paul Singh
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K. Paul Singh
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints K. Paul Singh and Neil L. Hazard, and each
or any of them, his true and lawful attorney-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, or any registration statement for
the same offering that is to be effective upon filing pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ K. PAUL SINGH Chairman, President and Chief September 5, 1997
- --------------------------- Executive Officer (principal
K. Paul Singh executive officer) and Director
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/s/ NEIL L. HAZARD Executive Vice President and September 5, 1997
- --------------------------- Chief Financial Officer
Neil L. Hazard (principal financial officer
and principal accounting officer)
/s/ JOHN F. DEPODESTA Executive Vice President, Law September 5, 1997
- --------------------------- and Regulatory Affairs and
John F. DePodesta Director
/s/ HERMAN FIALKOV Director September 5, 1997
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Herman Fialkov
/s/ DAVID E. HERSHBERG Director September 5, 1997
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David E. Hershberg
/s/ JOHN PUENTE Director September 5, 1997
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John Puente
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