As filed with the Securities and Exchange Commission on June 10, 1998
Registration No 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
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)
1700 OLD MEADOW ROAD, MCLEAN, VIRGINIA 22102
(Address of Principal Executive Offices)
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
TRESCOM INTERNATIONAL STOCK OPTION PLAN
(Full Title of the Plan)
K. PAUL SINGH
1700 OLD MEADOW ROAD
MCLEAN, VIRGINIA 22102
(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 (3)
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Common Stock, par value 2,641 shares $ 0.68 $ 1,795.88 $ 0.36
$.01 per share
140,149 shares $12.20 $1,709,817.80 $ 341.96
3,074 shares $16.48 $ 50,659.52 $ 10.13
3,074 shares $17.49 $ 53,764.26 $ 10.75
196,163 shares $19.52 $3,829,101.76 $ 765.82
30,735 shares $28.52 $ 876,562.20 $ 175.31
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TOTAL 375,836 shares $6,521,701.42 $1,304.34
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(1) Pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the
"Securities Act"), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the Primus Telecommunications Group, Incorporated-TresCom International
Stock Option Plan (the "Primus-TresCom Plan").
(2) Pursuant to Rule 457(h) under the Securities Act and estimated solely for
the purpose of calculating the registration fee on the basis of the option
exercise price with respect to outstanding options to purchase 375,836
shares of Common Stock.
(3) Previously paid in connection with the initial filing of Preliminary Proxy
Material pursuant to Schedule 14(a) of the Securities Exchange Act of 1934,
on March 19, 1998, forming a part of Registration Statement No. 333-51797
relating to the Merger. Accordingly, no registration fee is payable
pursuant to Rule 457(a) under the Securities Act.
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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 Primus-TresCom Plan
pursuant to Rule 428 contain the information required by Part I of Form S-8
under 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) Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(as amended on Form 10-K/A on April 30, 1998).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(c) The Company's Current Reports on Form 8-K dated November 3, 1997 (as
amended on Form 8-K/A on January 5, 1998 and January 7, 1998); Current
Report on Form 8-K dated February 6, 1998 (as amended on Form 8-K/A on
February 6, 1998); Current Report on Form 8-K dated April 10, 1998;
and Current Report on Form 8-K dated April 23, 1998 (as amended on
Form 8-K/A on April 23, 1998).
(d) 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 LLP, Philadelphia, Pennsylvania. Mr.
John DePodesta, "of counsel" to Pepper Hamilton LLP, is a director and an
Executive Vice President of the Company, and the beneficial owner of 320,136
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,
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(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.
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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*3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
*4.1 Primus Telecommunications Group, Incorporated-TresCom
International Stock Option Plan.
*5.1 Opinion of Pepper Hamilton LLP.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Ernst & Young LLP.
*23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
*24.1 Power of Attorney (see Signature Pages at pages 6 and 7).
___________________________
* Filed herewith.
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.
(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,
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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 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 a 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
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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, 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
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fide offering thereof.
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(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, 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.
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Insofar as indemnification for liabilities arising under the Securities Act
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
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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, 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 McLean, Virginia, on June 4, 1998.
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 Executive June 4, 1998
- -------------------------- Officer (principal executive officer) and
K. Paul Singh Director
/s/ NEIL L. HAZARD Executive Vice President and Chief June 4, 1998
- -------------------------- Financial Officer (principal financial
Neil L. Hazard officer and principal accounting officer)
/s/ JOHN F. DEPODESTA Executive Vice President, Law and June 4, 1998
- -------------------------- Regulatory Affairs and Director
John F. DePodesta
/s/ HERMAN FIALKOV Director June 4, 1998
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Herman Fialkov
/s/ DAVID E. HERSHBERG Director June 4, 1998
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David E. Hershberg
/s/ JOHN PUENTE Director June 4, 1998
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John Puente
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