-----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, U9DiY6/9E9/IABW6qP/U1qlgZxuyFTU9sMEoi7hp8uzUp8UVcOwIot1SqbzSJe0W ABqCfLhbNXm54lYUL3ROGA== 0000891618-97-002474.txt : 19970530 0000891618-97-002474.hdr.sgml : 19970530 ACCESSION NUMBER: 0000891618-97-002474 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAR TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0001026486 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770362681 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-21325 FILM NUMBER: 97616273 BUSINESS ADDRESS: STREET 1: 223 EAST DE LA GUERRA STREET STREET 2: STE 202 CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8058991962 MAIL ADDRESS: STREET 1: 223 EAST DE LA GUERRA STREET CITY: SANTA BARBARA STATE: CA ZIP: 93101 S-1/A 1 AMENDMENT NO. 3 TO FORM S-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997. REGISTRATION NO. 333-21325 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ STAR TELECOMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4813 77-0362681 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
223 EAST DE LA GUERRA STREET SANTA BARBARA, CALIFORNIA 93101 (805) 899-1962 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ CHRISTOPHER E. EDGECOMB CHIEF EXECUTIVE OFFICER STAR TELECOMMUNICATIONS, INC. 223 EAST DE LA GUERRA STREET SANTA BARBARA, CALIFORNIA 93101 (805) 899-1962 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: CARLA S. NEWELL NEIL WOLFF CRAIG M. SCHMITZ ARMANDO CASTRO ANTHONY J. MCCUSKER JASON B. WACHA GUNDERSON DETTMER STOUGH VAHE H. SARRAFIAN VILLENEUVE FRANKLIN & HACHIGIAN, LLP WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL 155 CONSTITUTION DRIVE CORPORATION MENLO PARK, CALIFORNIA 94025 650 PAGE MILL ROAD (415) 321-2400 PALO ALTO, CALIFORNIA 94304-1050 (415) 493-9300
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]__________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]__________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE. ================================================================================ 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on this 29th day of May, 1997. STAR TELECOMMUNICATIONS, INC. By: /s/ MARY A. CASEY -------------------------------------- Mary A. Casey President PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED: /s/ CHRISTOPHER E. EDGECOMB* Chief Executive Officer and Director May 29, 1997 - ---------------------------------------- (Principal Executive Officer) Christopher E. Edgecomb /s/ KELLY D. ENOS* Chief Financial Officer (Principal May 29, 1997 Financial and Accounting Officer) - ---------------------------------------- Kelly D. Enos /s/ MARY A. CASEY President and Director May 29, 1997 - ---------------------------------------- Mary A. Casey /s/ GORDON HUTCHINS, JR.* Director May 29, 1997 - ---------------------------------------- Gordon Hutchins, Jr. /s/ JOHN R. SNEDEGAR* Director May 29, 1997 - ---------------------------------------- John R. Snedegar /s/ ROLAND A. VAN DER MEER* Director May 29, 1997 - ---------------------------------------- Roland A. Van der Meer *By: /s/ MARY A. CASEY - ---------------------------------------- Mary A. Casey Attorney-in-Fact
II-5 3 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NO. EXHIBIT PAGE NUMBER - ------- ----------------------------------------------------------------------- 1.1+ Form of Underwriting Agreement (preliminary form). 3.1+ Certificate of Incorporation of the Registrant, as amended to date. 3.3+ Form of Restated Certificate of Incorporation of the Registrant to be filed upon the closing of the offering made hereby. 3.4+ Bylaws of the Registrant. 3.5+ Form of Bylaws of the Registrant to be filed upon the closing of the offering made hereby. 4.1+ Reference is made to Exhibits 3.1, 3.3, 3.4, and 3.5. 4.2+ Specimen Common Stock certificate. 4.3+ Registration Rights Agreement, dated September 24, 1996, between the Registrant and the investors named therein. 4.4+ Registration Rights Agreement, dated July 12, 1996, between the Registrant and the investor named therein. 4.5+ Investor Rights Agreement dated July 25, 1996, between the Registrant and the investors named therein. 5.1+ Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 10.1+ Form of Indemnification Agreement. 10.2+ 1996 Amended and Restated Stock Incentive Plan. 10.3+ 1996 Outside Director Nonstatutory Stock Option Plan. 10.4+ 1997 Omnibus Stock Incentive Plan. 10.5+ Employment Agreement between the Registrant and Mary Casey dated July 14, 1995, as amended. 10.6+ Employment Agreement between the Registrant and Kelly Enos dated December 2, 1996. 10.7+ Employment Agreement between the Registrant and David Vaun Crumly dated January 1, 1996. 10.8+ Employment Agreement between the Registrant and James Kolsrud dated December 18, 1996. 10.9+ Consulting Agreement between the Registrant and Gordon Hutchins, Jr. dated May 1, 1996. 10.10+ Nonstatutory Stock Option Agreement between the Registrant and Gordon Hutchins, Jr. dated May 15, 1996. 10.11+ Free Standing Commercial Building Lease between the Registrant and Thomas M. Spear, as receiver for De La Guerra Court Investments, dated for reference purposes as of March 1, 1996. 10.12+ Standard Office Lease--Gross between the Registrant and De La Guerra Partners, L.P. dated for reference purposes as of July 9, 1996. 10.13+ Office Lease between the Registrant and WHUB Real Estate Limited Partnership dated June 28, 1996, as amended. 10.14+ Standard Form of Office Lease between the Registrant and Hudson Telegraph Associates dated February 28, 1996. 10.15+ Agreement for Lease between the Registrant and Telehouse International Corporation of Europe Limited dated July 16, 1996. 10.16+ Sublease between the Registrant and Borton, Petrini & Conron dated March 20, 1994, as amended. 10.17+ Office Lease between the Registrant and One Wilshire Arcade Imperial, Ltd. dated June 28, 1996. 10.18+ Lease Agreement between the Registrant and Telecommunications Finance Group dated April 6, 1995.
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SEQUENTIALLY EXHIBIT NUMBERED NO. EXHIBIT PAGE NUMBER 10.19+ Lease Agreement between the Registrant and Telecommunications Finance Group dated January 3, 1996, as amended. 10.20+ Master Lease Agreement between the Registrant and NTFC Capital Corporation dated December 20, 1996. 10.21+ Variable Rate Installment Note between the Registrant and Metrobank dated October 4, 1996. 10.22+ Assignment of Purchase Order and Security Interest between the Registrant and DSC Finance Corporation dated January 1, 1996. 10.23+ Line of Credit Promissory Note between the Registrant and Christopher E. Edgecomb dated November 7, 1996, as amended. 10.24+ Office Lease Agreement between the Registrant and Beverly Hills Center LLC effective as of April 1, 1997. 10.25+ Agreement between the Registrant and John Marsch dated March 1, 1997. 11.1+ Computation of Loss Per Share. 21.1+ Subsidiary of the Registrant. 23.1 Consent of Arthur Andersen LLP, Independent Accountants. 23.2+ Consent of Counsel. Reference is made to Exhibit 5.1. 24.1+ Power of Attorney (see page II-5). 27.1+ Financial Data Schedule.
- ------------------------------ + Previously filed. EX-23.1 2 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports and to all references to our firm included in or made a part of this Registration Statement on Form S-1 registration No. 333-21325. /s/ ARTHUR ANDERSEN LLP ---------------------------- ARTHUR ANDERSEN LLP Los Angeles, California May 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----