-----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, Wxo7KXsh36oUxCV+bg2XSMEOEv9hZeHvBkL+N4KpjZoc3Thow8i7SijGS0WhqKE0 5p4LQ4jVy6e5lvgxA1IyuA== 0000912057-01-003030.txt : 20010129 0000912057-01-003030.hdr.sgml : 20010129 ACCESSION NUMBER: 0000912057-01-003030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010123 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010126 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23087 FILM NUMBER: 1516669 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 8-K 1 a2036419z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JANUARY 23, 2001 ----------------- STARTEC GLOBAL COMMUNICATIONS CORPORATION ------------------------------------------ (Exact Name of Registrant as Specified in Charter) DELAWARE 0-23087 52-2099559 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 10411 Motor City Drive Bethesda, Maryland 20817 -------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (301) 365-8959 ------------------------------- (Registrant's Telephone Number) ITEM 5. OTHER EVENTS In a press release dated January 25, 2001, Startec Global Communications Corporation, a Delaware corporation ("Startec" or the "Registrant"), announced that, on January 23, 2001, it notified Capsule Communications, Inc., a Delaware corporation ("Capsule"), of Capsule's breach of the previously reported Agreement and Plan of Reorganization dated November 2, 2000 (the "Merger Agreement") by and among Startec, Stars Acquisition Corp., a Delaware corporation and Startec's wholly-owned subsidiary, Capsule, Gold & Appel, S.A., and Foundation for the International Non-Governmental Development of Space. Citing non-disclosure covenants contained in the Merger Agreement, Startec declined to comment on the nature of Capsule's breach. A copy of the press release relating to Startec's announcement of Capsule's breach of the Merger Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Not applicable. (b) PRO FORMA FINANCIAL INFORMATION Not applicable. (c) EXHIBITS 99.1 Press Release dated January 25, 2001 -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Startec Global Communications Corporation Date: January 26, 2001 /s/ Prabhav V. Maniyar -------------------------------------- By: Prabhav V. Maniyar Title: Chief Financial Officer and Corporate Vice President -3- EXHIBIT INDEX
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EX-99.1 2 a2036419zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE Source: Startec Global Communications Corporation STARTEC GLOBAL COMMUNICATIONS CORPORATION ANNOUNCES THAT IT SERVED CAPSULE COMMUNICATIONS WITH NOTICE OF BREACH BETHESDA, Md., Jan. 25--In response to the press release issued by Capsule Communications (Nasdaq: "CAPS") this morning, Startec Global Communications Corporation (Nasdaq: "STGC") today reported that on January 23, 2001, Startec in fact provided Capsule with notice of Capsule's breach of the merger agreement. To comply with the non-disclosure covenants contained in the merger agreement, Startec cannot further comment on the nature of Capsule's breach, other than to note that Startec's issuance of the notice of breach to Capsule was appropriate and in the best interests of Startec's shareholders. Startec is continuing to investigate several other potential acquisitions that would further expand the Company's business customer base and distribution channels. "We remain aggressively focused on leveraging our global IP network to provide high margin, high revenue solutions to enterprises transacting business in the emerging markets," stated Ram Mukunda, Chief Executive Officer of Startec. "We wish Mr. Anderson and Capsule the very best in their future endeavors." About Startec: Startec Global Communications is a leading provider of advanced communications and Internet services to ethnic residential customers and enterprises transacting business in the world's emerging economies. The Company's extensive affiliated network of international gateway and domestic switches, IP gateways and ownership in undersea fiber optic cables also provides IP-based voice, data and video service to major long distance carriers, Internet Service Providers (ISPs) and Internet Portals. eStart, Startec's online brand for a series of ethnic virtual communities, offers bundled services and other enhanced IP-based services to residential and business customers. For more information on Startec and eStart, please visit the Web sites at http://www.startec.com and http://www.estart.com. Startec's Managed Network Services are currently available nationwide, scaleable for businesses of any size. Businesses can currently register online to become Startec Commercial Services customers through the Company's interactive portal. For information on becoming a Startec Commercial Services customer, call 1-800-393-6751 or send an e-mail to commercial@startec.net. Other than historical information contained herein, certain statements in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1994. Forward-looking statements in this release involve a number of risks and uncertainties, including, but not limited to, synergies and growth expected as a result of acquisitions made by the Company; changes in revenue due to reduction in circuit-switched traffic; benefits realized from the consolidation of Company operations; savings realized from the accelerated migration to the Company's IP network; changes in market conditions, government regulation, the volatile and competitive environment for Internet telephony, technology, the international communications industry and the global economy; availability of transmission facilities; management of rapid growth; entry into new and developing markets; competition; customer concentration and attrition; the expansion of a global network; and difficulties in integrating prospective acquisitions. These and other relevant risks factors are discussed in further detail in the Company's SEC filings. -2- -----END PRIVACY-ENHANCED MESSAGE-----