-----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, EsMMOpD+Aaw6vJfjgiAO1XTcLNln3pD0rBj5QvSQbHWtbXGyaewYjVQKFuezTbdz mWkqkYHSZuopCfXAcoDfrg== 0000912057-01-002538.txt : 20010124 0000912057-01-002538.hdr.sgml : 20010124 ACCESSION NUMBER: 0000912057-01-002538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010110 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010123 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22581 FILM NUMBER: 1513465 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 8-K 1 a2035133z8-k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2001 ------------------------------- STAR TELECOMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-22581 77-0362681 ==================== ==================== ================== (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 223 EAST DE LA GUERRA, SANTA BARBARA, CALIFORNIA 93101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (805) 899-1962 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. Attached as EXHIBIT 99.1 is the press release issued by STAR Telecommunications, Inc., dated January 10, 2001, which is hereby incorporated by reference herein. Attached as EXHIBIT 99.2 is the press release issued by STAR Telecommunications, Inc., dated January 16, 2001, which is hereby incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Description of Exhibit - ------- -------------------------------------- 99.1 Press Release, dated January 10, 2001. 99.2 Press Release, dated January 16, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STAR TELECOMMUNICATIONS, INC. Dated: January 16, 2001 By: /s/ Timothy F. Sylvester ----------------------------------- Timothy F. Sylvester Executive Vice President and General Counsel 2. EXHIBIT INDEX Exhibit Description of Page Exhibit Number ----------- ------------------------------------------ ------------------- 99.1 Press Release, dated January 10, 2001. 99.2 Press Release, dated January 16, 2001. 3. EX-99.1 2 a2035133zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 STAR TELECOMMUNICATIONS, INC. PRESS RELEASE THE INTERNATIONAL LONG DISTANCE EXPERTS CORPORATE HEADQUARTERS 223 E. De La Guerra Street Santa Barbara, CA 93101 Tel: 805-899-1962 Fax: 805-899-2972 www.startel.com STAR TELECOMMUNICATIONS AND WORLD ACCESS MERGER WILL NOT CLOSE; BRETT S. MESSING ELECTED CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT; PAUL VOGEL ELECTED TO THE STAR BOARD OF DIRECTORS; ALLEN SCIARILLO APPOINTED CHIEF FINANCIAL OFFICER; TIMOTHY F. SYLVESTER APPOINTED EXECUTIVE VICE PRESIDENT - GENERAL COUNSEL Santa Barbara, CA--January 10, 2001--STAR Telecommunications, Inc. (NASDAQ: STRX) a provider of global telecommunications services, announced today that the Company will not close its pending merger transaction with World Access, Inc. "We are disappointed to announce that the deal will not close, despite great efforts by the STAR Board and management to complete the World Access transaction," said Christopher Edgecomb, former Chairman and Chief Executive Officer. "Unfortunately, we could not complete the transaction in its current form." STAR is continuing discussions with Counsel Communications LLC concerning the sale by STAR to Counsel of the assets of STAR's PT-1 subsidiary. At this time, STAR can make no assurances that the PT-1 transaction will close pursuant to the terms of the asset purchase agreement with Counsel or otherwise. In a related action, STAR's Board elected Brett S. Messing to the position of Chairman, Chief Executive Officer, and President and Paul Vogel to the STAR's Board of Directors and appointed Allen Sciarillo to the position of Chief Financial Officer and Timothy F. Sylvester to the position of Executive Vice President-General Counsel. Mr. Messing served as the Chief Executive of InterPacket Networks Inc., a Santa Monica-based provider of internet services via satellite, until its acquisition by a subsidiary of American Tower Corporation (NYSE: AMT) on December 29, 2000. Mr. Messing previously served as a Senior Vice President at Merrill Lynch and a Vice President at Goldman Sachs & Co. Paul Vogel is a founder and principal of Atlantic Investors, a real estate investment firm, and an active consultant to Goldman Sachs & Co. Allen Sciarillo served as Chief Financial Officer for InterPacket Networks until its acquisition by a subsidiary of American Tower Corporation on December 29, 2000. He previously served in senior finance positions in the telecommunications industry. Timothy Sylvester served as Executive Vice President- Business and Legal Affairs for InterPacket Networks until its acquisition by a subsidiary of American Tower Corporation on December 29, 2000. He was previously a principal at Riordan & McKinzie, a law firm in Los Angeles, California. Mr. Messing will immediately commence a thorough review and analysis of STAR's various businesses and operations. "While this has been a remarkably difficult year for telecommunications companies, I believe that STAR has assembled a terrific collection of assets that are not properly reflected in its stock price," said Chairman and Chief Executive Messing. "STAR's core business units are healthy, and we believe that our cost-cutting program will result in a return to profitability. We intend to dispose of business units that do not contribute to our bottom line." STAR TELECOMMUNICATIONS, INC. PRESS RELEASE Christopher Edgecomb, STAR's former Chairman of the Board and Chief Executive Officer, has resigned from his management and board positions. Mary Casey, STAR's former President and member of the Board, has resigned from her management position. Mr. Edgecomb and Ms. Casey will provide ongoing consulting services to the Company "I am excited to announce the appointment of our new management team. I have worked closely with these people for many years, and I have the utmost confidence that they will generate significant value for the company's shareholders," said Christopher Edgecomb. ABOUT STAR TELECOMMUNICATIONS STAR Telecommunications provides global telecommunications services to consumers, long distance carriers, multinational corporations and Internet service providers worldwide. STAR provides international and national long distance services, international private line, prepaid calling cards, calling cards, dial around services and international toll-free services. Visit STAR at WWW.STARTEL.COM. Except for the historical information contained herein, this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. STAR's future actual results could differ materially from the forward-looking statements discussed herein. A list of the factors that could cause actual results to differ materially can be found in the documents that STAR files with the SEC including those contained in STAR's prospectus and the Form 10-K for the period ended December 31, 1999. # # # CONTACT: STAR Telecommunications Investor Relations (800) 899-1962 ir@startel.com EX-99.2 3 a2035133zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 STAR TELECOMMUNICATIONS, INC. PRESS RELEASE Corporate Headquarters 223 E. De La Guerra Street Santa Barbara, CA 93101 Tel: 805-899-1962 Fax: 805-899-2972 www.startel.com STAR TELECOMMUNICATIONS TERMINATES SALE OF PT-1 ASSETS TO COUNSEL COMMUNICATIONS LLC Santa Barbara, CA-January 16, 2001-STAR Telecommunications, Inc. (NASDAQ: STRX) announced today the termination of the agreement to sell the assets of its PT-1 Communications, Inc. to Counsel Communications LLC. As the PT-1 asset sale transaction did not close by December 15, 2000, the agreement, by its terms, is terminable by either party. The sale of the PT-1 assets was a closing condition of STAR's merger transaction with World Access Inc. "The sale of PT-1 was pursued by prior management for the sole purpose of closing the World Access transaction," stated Brett Messing, STAR's recently appointed Chairman and Chief Executive Officer. "In fact, STAR's new management team is extremely excited about PT-1's dial around business (101-6868) which is profitable and has excellent growth prospects." ABOUT STAR TELECOMMUNICATIONS STAR Telecommunications provides global telecommunications services to consumers, long distance carriers, multinational corporations and Internet service providers worldwide. STAR provides international and national long distance services, international private line, prepaid calling cards, calling cards, dial around services and international toll-free services. Visit STAR at www.startel.com. Except for the historical information contained herein, this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. STAR's future actual results could differ materially from the forward-looking statements discussed herein. A list of the factors that could cause actual results to differ materially can be found in the documents that STAR files with the SEC including those contained in STAR's prospectus and the Form 10-K for the period ended December 31, 1999. # # # CONTACT: Tim Sylvester STAR Telecommunications Investor Relations (800) 899-1962 ir@startel.com THE INTERNATIONAL LONG DISTANCE EXPERTS -----END PRIVACY-ENHANCED MESSAGE-----