-----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, K+fchak67hjphFpNZDZ+eExRWDmLLy+h05eXcpz/fUXzJf8Tc7YX5rZU/R5ZSk2X dMzlua/Q8ShcazFwKwSi4g== 0001005150-98-000443.txt : 19980504 0001005150-98-000443.hdr.sgml : 19980504 ACCESSION NUMBER: 0001005150-98-000443 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEL SAVE HOLDINGS INC CENTRAL INDEX KEY: 0000948545 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232827736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-26728 FILM NUMBER: 98606480 BUSINESS ADDRESS: STREET 1: 6805 ROUTE 202 CITY: NEW HOPE STATE: PA ZIP: 18938 BUSINESS PHONE: 2158621500 MAIL ADDRESS: STREET 1: 6805 RIYTE 202 CITY: NEW HOPE STATE: PA ZIP: 18938 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Year Ended December 31, 1997 Commission File No. 0 - 26728 TEL-SAVE HOLDINGS, INC. (Exact name of registrant as specified an its charter) DELAWARE 23-2827736 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 6805 ROUTE 202 NEW HOPE, PENNSYLVANIA 18938 (215) 862-1500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- None Not applicable Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.01 PER SHARE Indicate by check mark whether the Registrant (1) has filed all documents and 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 Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. [X] The aggregate market value of voting stock held by non-affiliates of the registrant as of March 30, 1998 was approximately $895,030,756 based on the average of the high and low prices of the Common Stock on March 30, 1998 of $22.59 per share as reported on the Nasdaq National Market. As of March 30, 1998, the Registrant had outstanding 64,585,012 shares of its Common Stock, par value $.01 per share. Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRAR DIRECTORS The following sets forth certain biographical information, present occupation and business experience for the past five years for each of the nominees for election as directors and the continuing Class II and Class III directors. CLASS I: NOMINEES WHOSE TERMS WILL EXPIRE IN 2001 DANIEL BORISLOW, AGE 36. Mr. Borislow founded the Company and has served as a director and as Chairman and Chief Executive Officer of the Company since its inception in 1989. Prior to founding the Company, Mr. Borislow formed and managed a cable construction company. RONALD R. THOMA, AGE 63. Mr. Thoma currently serves as Executive Vice President of Crown Cork and Seal Company, Inc. where he has been employed since 1955. Mr. Thoma has served as a director of the Company since 1995. CLASS II: INCUMBENTS WHOSE TERMS WILL EXPIRE IN 2000 GEORGE FARLEY, AGE 59. Mr. Farley became Chief Financial Officer and Treasurer of the Company effective October 29, 1997. Mr. Farley is formerly Group Vice President of Finance/Chief Financial Officer of Twin County, a food distribution company. Prior to joining Twin County in September 1995, Mr. Farley was a partner of BDO Seidman, LLP, where he had served as a partner since 1974. GARY W. MCCULLA, AGE 38. Mr. McCulla joined the Company in March 1994 and currently serves as President and Director of Sales and Marketing. In 1991, Mr. McCulla founded GNC and was its President. Until March 1994, GNC was a privately-held independent marketing company and one of the Company's partitions. At that time, the Company acquired certain assets of GNC. CLASS III: INCUMBENTS WHOSE TERMS WILL EXPIRE IN 1999 EMANUEL J. DEMAIO, AGE 39. Mr. DeMaio joined the Company in February 1992 and currently serves as Chief Operations Officer. Prior to joining the Company, from 1981 through 1992, Mr. DeMaio held various technical and managerial positions with AT&T. HAROLD FIRST, AGE 61. Mr. First is a certified public accountant and currently is a financial consultant. Mr. First served as Chief Financial Officer of Icahn Holdings Company and related entities from December 1990 through December 1992. Mr. First serves as a director of Cadus Pharmaceutical Company, Marvel Entertainment Group, Inc., Panaco, Inc. and Toy Biz, Inc. Mr. First has served as a director of the Company since 1995. EXECUTIVE OFFICERS Information with respect to executive officers of Company is presented following Item 4 of this report. 2 Item 11. EXECUTIVE COMPENSATION SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The following table sets forth information for the fiscal years ended December 31, 1997, 1996 and 1995 as to the compensation paid by the Company to the Chief Executive Officer for services rendered and the four other most highly compensated executive officers of the Company whose annual salary and bonus exceeded $100,000 (the "Named Executives"). SUMMARY COMPENSATION TABLE
Long Term Name and Principal Position Annual Compensation Compensation - --------------------------- --------------------- ------------ Securities Underlying Options/SARs (#)(2) ------ Year Salary(1) Bonus(1) ---- --------- -------- DANIEL BORISLOW, Chairman and Chief Executive Officer 1997 $325,000 $500,000 750,000 1996 $325,000 $500,000 -- 1995 $300,000 $ 5,769 -- GARY W. MCCULLA, President and Director of Sales and 1997 $300,000 $500,000(3) -- Marketing 1996 $300,000 $350,000 900,000 1995 $240,000 $304,615 199,200 EMMANUEL J. DEMAIO, Chief Operations Officer 1997 $175,000 $225,000(3) -- 1996 $165,000 $150,000 270,000 1995 $130,000 $152,500 199,200 EDWARD B. MEYERCORD, III(4) Executive Vice President - 1997 $210,000 $150,000 -- Marketing and Corporate Development 1996 $ 52,000 $400,000 800,000 MARY KENNON, Director of Customer Care and Human Resources 1997 $125,000 $200,000(3) -- 1996 $125,000 $ 25,000 30,000 1995 $100,000 $ 10,000 49,800
- ----------------------------------- (1) The costs of certain benefits are not included because they did not exceed, in the case of each Named Executive, the lesser of $50,000 or 10% of the total annual salary and bonus reported in the above table. (2) As adjusted to reflect a two-for-one stock split in the form of a stock dividend effective as of January 31, 1997. (3) Value of bonus in Company Common Stock at the then current market value. (4) Mr. Meyercord was hired by Tel-Save effective as of September 5, 1996. In connection therewith, Mr. Meyercord was paid $400,000 and was granted an option to purchase 800,000 shares of Tel-Save Common Stock. 3 STOCK OPTION GRANTS The following table sets forth further information regarding grants of options to purchase Common Stock made by the Company during the fiscal year ended December 31, 1997 to the Named Executives. OPTION/SAR GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS -----------------
Potential Realizable Percent of Value at Assumed Total Annual Rates of Stock Number of Options/ Price Appreciation for Securities SARs Option Term(2) Underlying Granted to Exercise Price Options/SARs Employees per Share Expiration ---------------------- Name Granted (1) in 1997 ($ share) Date 5%($) 10%($) - ---- ----------- ------- --------- ---- ----- ------ Daniel Borislow(3) 750,000 27.4% $17.50 12/31/2000 $2,068,828 $4,344,375
- ----------------------------------- (1) Options generally are not vested until 12 months after the date of original grant and expire six months to two years from the date of vesting. (2) Disclosures of the 5% and 10% assumed annual compound rates of stock appreciation are mandated by the rules of the SEC and do not represent the Company's estimate or projection of future common stock prices. The actual value realized may be greater or less than the potential realizable value set forth in the table. (3) Such options have been granted subject to stockholder approval. 4 The following table sets forth information concerning the 1997 year-end value of unexercised in-the-money options held by each of the Named Executives. AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Securities Value of Unexercised Underlying In-the-Money Unexercised Options/SARs at Shares Acquired Value Options/SARs Fiscal Year-End($)(1) on Exercise Realized ($) at Fiscal Year-End(#) ----------------------------------------------------------------------------------- Exercisable/ Exercisable/ Name Unexercisable Unexercisable - ----------------------------------------------------------------------------------------------------------------- Daniel Borislow -- -- 300,000/750,000 $5,866,500/$ 1,781,250 Gary W. McCulla 159,200 $3,321,371 223,900/900,000 $3,523,104/$13,765,500 Emanuel J. DeMaio 218,922 $4,852,870 278,178/270,000 $4,591,179/$ 4,129,650 Edward B. Meyercord, III -- -- 800,000/0 $6,996,000/0 Mary Kennon 49,800 $ 876,231 30,000/0 $ 473,850/0
(1) Based on a year-end fair market value of the underlying securities equal to $19 7/8. EMPLOYMENT CONTRACTS Daniel Borislow is a party to an employment agreement with the Company that expires in September 2000. Under the terms of the agreement, Mr. Borislow is entitled to an annual base salary of $300,000, customary benefits and a cost of living adjustment based upon the Consumer Price Index as published by the Department of Labor. In March 1996, the non-employee director members of the Compensation Committee approved an increase in Mr. Borislow's annual base salary to $325,000. Gary W. McCulla is a party to a three-year employment agreement with the Company that expires on April 1, 1999. Under the contract, Mr. McCulla is entitled to a minimum annual base salary of $300,000 for each year. Emanuel J. DeMaio is a party to a three-year employment agreement with the Company that expires April 1, 1999. Under the contract, Mr. DeMaio is entitled to a minimum annual base salary of $165,000 for the first year, $175,000 for the second year and $185,000 for the third year. Edward B. Meyercord, III entered into a five-year employment agreement with the Company effective as of September 5, 1996. Under the contract, Mr. Meyercord is entitled to a minimum annual base salary of $210,000 for each year. 5 The above-described agreements require each of the executives to maintain the confidentiality of Company information and assign inventions to the Company. In addition, each of such executive officers has agreed that such person will not compete with the Company by engaging in any capacity in any business that is competitive with the business of the Company during the term of his respective agreement and thereafter for specified periods. COMPENSATION OF DIRECTORS In 1997, the Company paid non-employee directors an annual retainer of $20,000. In December, 1997, the Company's employee directors approved the grant to each non-employee director of an option to purchase 30,000 shares of Common Stock and an annual retainer for such directors of $10,000. The Company's employee directors may, from time to time in the future, grant options to non-employee directors. Non-employee directors also are reimbursed for reasonable expenses incurred in connection with attendance at Board meetings or meetings of committees thereof. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Daniel Borislow, the Chief Executive Officer of the Company, served on the Compensation Committee in 1997. However, Mr. Borislow's compensation was determined by the non-employee director members of the Compensation Committee, subject to the terms of Mr. Borislow's employment agreement. See "Employment Contracts." In March 1998 the Board of Directors elected a new Compensation Committee, consisting of Messrs. First and Thoma, the outside directors of the Company. CERTAIN TRANSACTIONS The non-employee members of the Compensation Committee agreed to grant Mr. Borislow as of December 18, 1997 options to purchase 750,000 shares of Common Stock at an exercise price equal to $17.50, the then market price per share of Common Stock. At December 31, 1997, Mr. Borislow had an outstanding loan from the Company of $4,237,000 at 9% interest, which was repaid during the first quarter of 1998. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to the Company with respect to beneficial ownership of the Company's Common Stock as of March 30, 1998 (except as otherwise noted) by (i) each stockholder who is known by the Company to own beneficially more than five percent of the outstanding Common Stock, (ii) each of the Company's directors, (iii) each of the executive officers named below and (iv) all current directors and executive officers of the Company as a group. Except as otherwise indicated below, the Company believes that the beneficial owners of the Common Stock listed below have sole investment and voting power with respect to such shares. 6
Number of Shares Percent of Shares Beneficially Beneficially Owned Name of Beneficial Owner or Identity of Group Owned(1) - --------------------------------------------- -------- ------------------ Daniel Borislow 24,820,526 (2)(3)(4)(5) 38.6% Putnam Investments, Inc.(6) 8,045,342 12.5% One Post Office Square Boston, Massachusetts 02109 Paul Rosenberg 7,440,000 (2) 11.5% 4068 Boc Aire Boulevard Boca Raton, Florida 33487 Massachusetts Financial Services Company(7) 7,813,349 12.1% 500 Boylston Street Boston, Massachusetts 02116 FMR Corp.(8) 8,218,342 12.7% 82 Devonshire Street Boston, Massachusetts 02109 Gary W. McCulla 702,471 (4) 1.1% Emanuel J. DeMaio 426,035 (4) * Edward B. Meyercord, III 800,000 (4) * George Farley 1,400,286 (5) 1.9% Mary Kennon 41,429 Harold First 56,070 * Ronald R. Thoma 70,000 * All directors and executive officers as a group (10 persons)(4) 27,376,114 42.4% *Less than 1%.
- ------------------------ (1) The securities "beneficially owned" by a person are determined in accordance with the definition of "beneficial ownership" set forth in the regulations of the Commission and, accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person. The same shares may be beneficially owned by more than one person. Beneficial ownership may be disclaimed as to certain of the securities. The number of shares of Common Stock reported herein have been adjusted to reflect a two-for-one stock split effective as of January 31, 1997. (2) Includes 7,440,000 shares of Common Stock owned of record by entities controlled by Mr. Rosenberg for which Mr. Borislow has the right to vote pursuant to a voting trust agreement and 881,526 shares of Common Stock owned by current or former partitions of the Company for which Mr. Borislow has the right to vote pursuant to voting trust agreements. (3) Does not include 750,000 shares of Common Stock that could be acquired upon exercise of options granted to Mr. Borislow, which grant is subject to the approval of the Company's stockholders at the Annual Meeting. (4) Includes shares of Common Stock that may be acquired upon the exercise of stock options within 60 days of April 30, 1998 in the following amounts: Mr. McCulla, 673,900 shares; Mr. DeMaio, 413,178 shares; Mr. Meyercord, 800,000 shares; Ms. Kennon, 30,000 shares; and all directors and officers as a group, 2,105,188 shares. See also note (8) below. (5) Includes 1,200,000 shares held by the Daniel Borislow Charitable Foundation, of which Messrs. Borislow and Farley and Mrs. Michelle Borislow, spouse of Mr. Borislow, are directors. (6) Based on information provided to the Company, Putnam Investments, Inc., together with certain affiliates, reports beneficial ownership of 8,045,342 shares as of March 11, 1997. (7) Massachusetts Financial Services Company ("MFS"), an investment adviser, filed an amendment to a Schedule 13G with the Commission on February 12, 1998 (The "MFS 13G"), in which it reported beneficial ownership of 7,813,349 shares, 6,263,400 of which are also beneficially owned by MFS Series Trust II-MFS Emerging Growth Fund, an investment 7 company, and 1,549,949 of which are also owned by certain non-reporting entities as well as MFS. The foregoing information is derived from the MFS 13G. (8) FMR Corp. and Fidelity International Limited (collectively, "Fidelity") filed Amendments No. 3 to Schedules 13D with the Commission on September 11, 1997 (the "Fidelity 13Ds") in which they and certain affiliates reported beneficial ownership of a total of 8,218,342 shares. The foregoing information is derived from the Fidelity 13Ds. Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company's directors and certain officers and persons who are the beneficial owners of more than 10 percent of the Common Stock are required to report their ownership of the Common Stock, options and certain related securities and any changes in that ownership to the SEC. Specific due dates for these reports have been established, and the Company is required to report in this proxy statement any failure to file by such dates in 1997. The Company believes that all of the required filings have been made in a timely manner. In making this statement, the Company has relied on copies of the reporting forms received by it. Item 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS. See "Compensation Committee Interlocks and Insider Participation" under Item 11 hereto. 8 EXHIBITS:
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 Plan of Reorganization between and among Tel-Save Holdings, Inc., a Delaware corporation, Tel-Save, Inc., a Pennsylvania corporation, Daniel Borislow and Paul Rosenberg, and Exhibits Thereto (incorporated by reference to Exhibit 2.1 to the Company's registration statement on Form S-1 (File No. 33-94940)). 3.1 Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's registration statement on Form S-4 (File No. 333-38943)). 3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's registration statement on Form S-1 (File No. 33-94940)). 9.1 Voting Trust Agreement between Daniel Borislow and Paul Rosenberg (included as part of Exhibit 2.1). 10.1 * Employment Agreement between the Company and Daniel Borislow and related Agreement (incorporated by reference to Exhibit 10.1 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.2 * Employment Agreement between the Company and Emanuel J. DeMaio (incorporated by reference to Exhibit 10.2 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.3 * Employment Agreement between the Company and Gary W. McCulla (incorporated by reference to Exhibit 10.3 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.4 * Employment Agreement between the Company and George P. Farley (incorporated by reference to Exhibit 10 to the Company's report on Form 10-Q for the Quarter ended September 30, 1997). 10.5 * Employment Agreement between the Company and Aloysius T. Lawn, IV (incorporated by reference to Exhibit 10.5 to the Company's registration statement on Form S-1 (File No. 333-2738)). 10.6 * Employment Agreement between the Company and Edward B. Meyercord, III (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 10.7 Indemnification Agreement between the Company and Daniel Borislow (incorporated by reference to Exhibit 10.4 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.8 Indemnification Agreement between the Company and Emanuel J. DeMaio (incorporated by reference to Exhibit 10.5 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.9 Indemnification Agreement between the Company and Gary W. McCulla (incorporated by reference to Exhibit 10.6 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.10 Indemnification Agreement between the Company and Joseph M. Morena (incorporated by reference to Exhibit 10.7 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.11 Indemnification Agreement between the Company and Peter K. Morrison (incorporated by reference to Exhibit 10.8 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.12 Indemnification Agreement between the Company and Kevin R. Kelly (incorporated by reference to Exhibit 10.9 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.13 Indemnification Agreement between the Company and Aloysius T. Lawn, IV (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 10.14 Indemnification Agreement between the Company and Edward B. Meyercord, III (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996). 10.15 Agreement dated as of March 15, 1994 between the Company and Global Network Communications (incorporated by reference to Exhibit 10.10 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.16 AT&T Contract Tariff No. 516 (incorporated by reference to Exhibit 10.11 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.17 AT&T Contract Tariff No. 1715 (incorporated by reference to Exhibit 10.15 to the Company's registration statement on Form S-1 (File No. 333-2738)). 10.18 AT&T Contract Tariff No. 2039 (incorporated by reference to Exhibit 10.16 to the Company's registration statement on Form S-1 (File No. 333-2738)). 10.19 AT&T Contract Tariff No. 2432 (incorporated by reference to Exhibit 10.17 to the Company's registration statement on Form S-1 (File No. 333-2738)). 10.20 AT&T Contract Tariff No. 3628 (incorporated by reference to Exhibit 10.18 to the Company's registration statement on Form S-1 (File No. 333-2738)). 10.21 AT&T Contract Tariff No. 5776 (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996).
9
EXHIBIT: NUMBER DESCRIPTION - ------ ----------- 10.22 General Agreement between Tel-Save, Inc. and AT&T Corp. dated June 26, 1995 (incorporated by reference to Exhibit 10.14 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.23* Tel-Save Holdings, Inc. 1995 Employee Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.24* Tel-Save Holdings, Inc. Employee Bonus Plan (incorporated by reference to page 13 of the Company's Proxy Statement for the Company's 1996 Annual Meeting of Stockholders dated April 3, 1996). 10.25* Non-Qualified Stock Option Agreement between the Company and Daniel Borislow (incorporated by reference to Exhibit 10.17 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.26* Non-Qualified Stock Option Agreement between the Company and Emanuel J. DeMaio (incorporated by reference to Exhibit 10.18 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.27* Non-Qualified Stock Option Agreement between the Company and Mary Kennon (incorporated by reference to Exhibit 10.19 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.28* Non-Qualified Stock Option Agreement between the Company and Gary W. McCulla (incorporated by reference to Exhibit 10.20 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.29* Non-Qualified Stock Option Agreement between the Company and Peter K. Morrison (incorporated by reference to Exhibit 10.22 to the Company's registration statement on Form S-1 (File No. 33-94940)). 10.30+ Telecommunications Marketing Agreement by and among the Company, Tel-Save, Inc. and America Online, Inc., dated February 22, 1997 (incorporated by reference to Exhibit 10.32 to the Company's Form 10-K for the year ended December 31, 1996). 10.31++ Amendment No 1, dated as of January 25, 1998, to the Telecommunications Marketing Agreement dated as of February 22, 1997 by and among the Company, Tel-Save, Inc. and America Online, Inc. (incorporated by reference to Exhibit 10.31 to the Company's Form 10-K for the year ended December 31, 1997) 10.32 Indenture dated as of September 9, 1997 between the Company and First Trust of New York, N.A. (incorporated by reference to Exhibit 4.3 to the Company's registration statement on Form S-3 (File No. 333-39787)). 10.33 Registration Agreement dated as of September 3, 1997 between the Company and Salomon Brothers Inc, Deutsche Morgan Grenfell Inc., Bear, Stearns & Co. Inc., Smith Barney Inc., Robertson Stephens & Company LLC (incorporated by reference to the Company's registration statement on Form S-3 (File No. 333-39787)). 10.34 Indenture dated as of December 10, 1997 between the Company and First Trust of New York, N.A. . (incorporated by reference to Exhibit 10.34 to the Company's Form 10-K for the year ended December 31, 1997) 10.35 Registration Agreement dated as of December 10, 1997 between the Company and Smith Barney Inc. . (incorporated by reference to Exhibit 10.35 to the Company's Form 10-K for the year ended December 31, 1997) 11.1 Net Income Per Share Calculation. (incorporated by reference to Exhibit 11.1 to the Company's Form 10-K for the year ended December 31, 1997) 21.1 Subsidiaries of the Company. (incorporated by reference to Exhibit 21.1 to the Company's Form 10-K for the year ended December 31, 1997) 23.1 Consent of BDO Seidman, LLP. (incorporated by reference to Exhibit 23.1 to the Company's Form 10-K for the year ended December 31, 1997) 27 Financial Data Schedule. . (incorporated by reference to Exhibit 27 to the Company's Form 10-K for the year ended December 31, 1997)
- --------------- * Management contract or compensatory plan or arrangement. + Confidential treatment previously has been granted for a portion of this exhibit. ++ Confidential treatment has been requested for portions of this exhibit. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: April 30, 1998 TEL-SAVE HOLDINGS, INC. By: /s/ Daniel Borislow ------------------------------- Daniel Borislow Chairman of the Board of Directors, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Daniel Borislow Chairman of the Board April 30, 1998 ------------------------ of Directors, Chief Executive Officer and Daniel Borislow Director (Principal Executive Officer) /s/ Gary W. McCulla President, Director of Sales and April 30, 1998 ------------------------ Marketing and Director Gary W. McCulla /s/ Emanuel J. DeMaio Chief Operations Officer and Director April 30, 1998 ------------------------ Emanuel J. DeMaio /s/ George P. Farley Chief Financial Officer and Director April 30, 1998 ------------------------ (Principal Financial Officer) George P. Farley /s/ Kevin R. Kelly Controller (Principal Accounting Officer) April 30, 1998 ------------------------ Kevin R. Kelly /s/ Harold First Director April 30, 1998 ------------------------ Harold First /s/ Ronald R. Thoma Director April 30, 1998 ------------------------ Ronald R. Thoma
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