-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K4J3u20JL7WBBpgZmAYFOg5NjEljCbV9apavgR1rPkQYEgWiwhOP3wp255VAQdON dgBoT0QQo3smAKN/FiWggA== 0000912057-00-013793.txt : 20000328 0000912057-00-013793.hdr.sgml : 20000328 ACCESSION NUMBER: 0000912057-00-013793 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARTEC GLOBAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001043310 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521660985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23087 FILM NUMBER: 580004 BUSINESS ADDRESS: STREET 1: 10411 MOTOR CITY DR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013658959 MAIL ADDRESS: STREET 1: 10411 MOTOR CITY DR STREET 2: SUITE 300 CITY: BETHESDA STATE: MD ZIP: 20817 10-K/A 1 10-K/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 000-23087
STARTEC GLOBAL COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 52-2099559 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)
10411 MOTOR CITY DRIVE BETHESDA, MD 20817 (Address of principal executive offices) (301) 365-8959 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / Non-affiliates of the Registrant held approximately 8,123,119 shares of Common Stock as of March 22, 2000. The fair market value of the stock held by non-affiliates is approximately $218,816,518 based on the sale price of the shares on March 22, 2000. As of March 22, 2000, 12,109,410 shares of Common Stock, par value $0.01, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K The following documents are filed as part of this Annual Report on Form 10-K: (a) 1. FINANCIAL STATEMENTS. The financial statements of the Company and the related Report of Independent Public Accountants are filed as Item 8 hereof. (a) 2. FINANCIAL STATEMENT SCHEDULE. The Financial Statement Schedule described below is filed as part of this report. Description: Report of Independent Public Accountants Schedule II--Valuation and Qualifying Accounts (a) 3. EXHIBITS. The Exhibits required to be filed pursuant to Form 10-K are identified in the Exhibit Index. (b) REPORTS ON FORM 8-K During the last quarter of 1999, we filed two reports on Form 8-K with the SEC on November 9 and December 30 to file certain press releases under Item 5 of Form 8-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized this 27th day of March 2000. STARTEC GLOBAL COMMUNICATIONS CORPORATION By /s/ PRABHAV V. MANIYAR ----------------------------------------- Prabhav V. Maniyar Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. STARTEC GLOBAL COMMUNICATIONS CORPORATION
SIGNATURE TITLE DATE --------- ----- ---- /s/ RAM MUKUNDA President, Chief Executive Officer, March 27, 2000 - ------------------------------------ Treasurer and Chairman (Principal Ram Mukunda Executive Officer) /s/ PRABHAV V. MANIYAR Chief Financial Officer and Director March 27, 2000 - ------------------------------------ (Principal Financial and Accounting Prabhav V. Maniyar Officer) /s/ SUDHAKAR V. SHENOY Director March 27, 2000 - ------------------------------------ Sudhakar V. Shenoy /s/ NAZIR G. DOSSANI Director March 27, 2000 - ------------------------------------ Nazir G. Dossani /s/ RICHARD K. PRINS Director March 27, 2000 - ------------------------------------ Richard K. Prins
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - --------------------- ------------------------------------------------------------ 2.1**** Agreement and Plan of Reorganization dated June 30, 1998 by and between Startec Global Communications Corporation and Startec Global Holding Corporation 3.1**** Restated Certificate of Incorporation. 3.2**** Bylaws. 4.1* Specimen of Common Stock Certificate. 4.2* Warrant Agreement dated as of July 1, 1997 by and between Startec, Inc. and Signet Bank. 4.3* Form of Underwriters' Warrant Agreement (including Form of Warrant). 4.4* Voting Agreement dated as of July 31, 1997 by and between Ram Mukunda and Vijay and Usha Srinivas. 4.5*** Indenture, dated as of May 21, 1998, between the Company and First Union National Bank. 4.6*** Form of 12% Series A Senior Notes due 2008 4.7*** Registration Rights Agreement, dated as of May 21, 1998, among the Company, Lehman Brothers Inc., Goldman Sachs & Co. and ING Barings (U.S.) Securities, Inc. 4.8*** Warrant Agreement, dated as of May 21, 1998 by and between the Company and First Union National Bank, a Warrant Agent 4.9*** Form of Warrant (included as Exhibit A to Exhibit 4.8) 4.10*** Collateral Pledge and Security Agreement, dated as of May 21, 1998 by and between the Company and First Union National Bank, as Trustee 4.11** Rights Agreement, dated as of March 26, 1998, between the Company and Continental Stock Transfer & Trust Company. 4.12++++ First Supplemental Indenture dated as of 20 August 1999 by and between the Company and First Union National Bank, as Trustee 10.1* Secured Revolving Line of Credit Facility Agreement dated as of July 1, 1997 by and between Startec, Inc. and Signet Bank. 10.2* Lease by and between Vaswani Place Limited Partnership and Startec, Inc. dated as of September 1, 1994, as amended. 10.3* Agreement by and between World Communications, Inc. and Startec, Inc. dated as of April 25, 1990. 10.4* Co-Location and Facilities Management Services Agreement by and between Extranet Telecommunications, Inc. and Startec, Inc. dated as of August 28, 1997. 10.5* Employment Agreement dated as of July 1, 1997 by and between Startec, Inc. and Ram Mukunda. 10.6* Employment Agreement dated as of July 1, 1997 by and between Startec, Inc. and Prabhav V. Maniyar. 10.7* Amended and Restated Stock Option Plan. 10.8* 1997 Performance Incentive Plan. 10.9* Subscription Agreement by and among Blue Carol Enterprises, Limited, Startec, Inc. and Ram Mukunda dated as of February 8, 1995.
EXHIBIT NUMBER DESCRIPTION - --------------------- ------------------------------------------------------------ 10.10* Agreement for Management Participation by and among Blue Carol Enterprises, Limited, Startec, Inc. and Ram Makunda dated as of February 8, 1995, as amended as of June 16, 1997. 10.11* Service Agreement by and between Companhia Santomensed De Telecommunicacoes and Startec, Inc. as amended on February 8, 1995. 10.12*+ Lease Agreement between Companhia Protuguesa Radio Marconi, S.A. and Startec, Inc. dated as of June 15, 1996. 10.13*+ Indefeasible Right of Use Agreement between Companhia Portuguesa Radio Marconi, S.A. and Startec, Inc. dated as of January 1, 1996. 10.14*+ International Telecommunication Services Agreement between Videsh Sanchar Nigam Ltd. and Startec, Inc. dated as of November 12, 1992. 10.15*+ Digital Service Agreement with Communications Transmission Group, Inc. dated as of October 25, 1994. 10.16*+ Lease Agreement by and between GPT Finance Corporation and Startec, Inc. dated as of January 10, 1990. 10.17*+ Carrier Services Agreement by and between Frontier Communications Services, Inc. and Startec, Inc. dated as of February 26, 1997. 10.18*+ Carrier Services Agreement by and between MFS International, Inc. and Startec, Inc. dated as of July 3, 1996. 10.19*+ International Carrier Voice Service Agreement by and between MFS International, Inc. and Startec, Inc. dated as of June 6, 1996. 10.20*+ Carrier Services Agreement by and between Cherry Communications, Inc. and Startec, Inc. dated as of June 7, 1995. 10.21*** Agreement by and between Northern Telecom Inc. and the Company, dated as of December 23, 1997 10.22*** Indefeasible Right of Use Agreement by and between Telegloble Cantat-3, Inc. and the Company, dated as of September 15, 1997 (Canus 1 Cable System). 10.23*** Indefeasible Right of Use Agreement by and between Teleglobe Cantat-3, Inc. and the Company, dated as of September 15, 1997 (Cantat 3 Cable System). 10.24# Loan and Security Agreement by and between Prabhav V. Maniyar and the Company, dated June 30, 1998 (as amended and related by agreement dated December 31, 1998. See Exhibit 10.41 below). 10.25# Lease by and between The Vaswani Place Corporation and the Company, dated as of October 27, 1998. 10.26# Indefeasible Right of Use Agreement by and between Cable & Wireless Inc. and the Company, dated June 9, 1998 (Gemini Cable System) 10.27# First Amendment to Lease by and between The Vaswani Place Corporation and the Company, dated May 11, 1998. 10.28# International Facilities License, United Kingdom 10.29## Columbus III Cable System Construction and Maintenance Agreement dated February 11, 1998. 10.30### TAT-14 Cable Network Construction and Maintenance Agreement dated as of September 2, 1998. 10.31### SEA-ME-WE Construction and Maintenance Agreement dated as of January 1, 1997.
EXHIBIT NUMBER DESCRIPTION - --------------------- ------------------------------------------------------------ 10.32### Amendment dated as of July 8, 1998 by and between Cable & Wireless, Inc. and the Company to the Indefeasible Right of Use Agreement, dated as of June 9, 1998 (Gemini Cable System). 10.33### Rack Space Agreement by and between Americatel Corporation and the Company, dated as of July 27, 1998. 10.34### Rack Space Agreement by and between IXC Carrier, Inc. and the Company, dated as of July 6, 1998 (Los Angeles). 10.35### Rack Space Agreement by and between IXC Carrier, Inc. and the Company, dated as of August 19, 1998 (Dallas). 10.36### Co-Location Agreement by and between Espirit Telecom Benelux BV and the Company., dated as of September 21, 1998 10.37### Sublease Agreement by and between Information Systems & Networks, Inc. and the Company dated as of August 11, 1998. 10.38### Master Supply Agreement by and between TTN, Inc. and the Company dated as of September 21, 1998. 10.39##### Loan and Security Agreement by and between NTFC Capital Corporation and the Company, dated as of December 31, 1998. 10.40##### Loan and Security Agreement by and between Ram Mukunda and the Company, dated as of October 8, 1998. 10.41##### Loan and Security Agreement by and between Prabhav V. Maniyar and the Company, dated as of December 31, 1998. 10.42##### TPC-5 Cable Network IRU Agreement between Companhia Portuguesa Radio Marconi, SA and the Company, dated December 15, 1998. 10.43##### TPC-5 Cable Network Indefeasible Right of Use Agreement between KDD Corporation and the Company dated December 31, 1998. 10.44##### TAT-12/13 Cable Network IRU Agreement between Companhia Portuguesa Radio Marconi, SA and the Company, dated December 15, 1998. 10.45##### Lease between 36 North East Second Street, L.L.C and the Company executed on November 30, 1998. 10.46##### Lease between 36 North East Second Street, L.L.C and the Company executed on October 29, 1998. 10.47#### Stock Purchase Agreement dated as of November 30, 1998 by and between the Company and Pacific Systems Corporation 10.48#### Quota Purchase Agreement by and between Martin Otten and Rolf Otten, on the one part, and the Company, on the other part, effective as of December 31, 1998. 10.49++ Sublease Agreement by and between Ceridian Corporation and the Company dated January 8, 1999. 10.50+++ Purchase and License Agreement between Ascend Communications Inc. and Startec Global Operating Company dated on May 5, 1999. 10.51+++ Term Lease Master Agreement between IBM Corporation and Startec Global Operating Company dated as of June 22, 1999. 10.52+++ Loan and Security Agreement between Congress Financial Corporation and Startec Global Operating Company dated as of June 29, 1999.
EXHIBIT NUMBER DESCRIPTION - --------------------- ------------------------------------------------------------ 10.53+++ Lease Agreement between the Rector, Church Wardens and Vestryment of Trinity Church in the City of New York and the Company dated as of April 23, 1999. 10.54++++ Billing and Collection Services Agreement between BC Tel Corporation and Startec Global Communications Company (Canada) dated 23 July, 1999. 10.55++++ Procedures of the Interexchange Carrier Group Agreement between BC Tel Corporation and Startec Global Communications Company (Canada) dated July 23, 1999. 21.1 Subsidiaries of Company. 23.1 Consent of Arthur Andersen LLP. 27.1 Financial Data Schedule.
- ------------------------ * Incorporated by reference from the Company's Registration Statement on Form S-1 (SEC File No. 333-32753). ** Incorporated by reference from the Company's Current Report on Form 8-K filed on April 8, 1998 *** Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 **** Incorporated by reference from the Company's Registration Statement on Form S-4 (SEC File No. 333-58247) # Incorporated by reference from the Company's Registration Statement on Form S-4 (SEC File No. 333-61779) ## Incorporated by reference from the Company's Registration Statement on Form S-1 (SEC File No. 333-64465) ### Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. #### Incorporated by reference from the Company's Current Report on Form 8-K/A filed on February 12, 1999. ##### Incorporated by reference from the Company's Annual report on Form 10-K for the fiscal year ended 1998. + Portions of the Exhibit have been omitted pursuant to a grant of Confidential Treatment by the Securities and Exchange Commission under Rule 406 of the Securities Act of 1933, as amended, and the Freedom of Information Act. ++ Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. +++ Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999. ++++ Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
EX-23.1 2 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into Startec Global Communications Corporation's previously filed Registration Statement on Form S-8, File No. 333-44317 and Registration Statement on Form S-3, File Nos. 333-93631, 333-78171 and 333-64465. ARTHUR ANDERSEN LLP Vienna, Virginia March 23, 2000 EX-27.1 3 EX-27.1
5 1,000 12-MOS 12-MOS DEC-31-1999 DEC-31-1998 DEC-01-1999 DEC-01-1998 DEC-31-1999 DEC-31-1998 54,731 81,456 0 0 69,146 43,029 3,964 2,659 0 0 125,307 126,426 104,643 47,018 10,422 3,493 280,631 225,982 96,857 45,012 158,233 158,022 0 0 0 0 114 90 5,757 15,390 280,631 225,982 276,471 161,169 276,471 161,169 242,735 141,176 242,735 141,176 0 0 0 0 21,813 12,830 (48,235) (18,060) 0 0 (48,235) (18,060) 0 0 0 (514) 0 0 (48,235) (18,574) (5.13) (2.08) (5.13) (2.08)
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