-----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, Oys4wKTbXsE1Vv7V18go6s7Nbd0rM6S+nuXX+V03sGRWoLzK3vBg+KDd7u1eNBJD GFUbcg7YGiwVSXm88xEezg== 0000912057-01-006019.txt : 20010223 0000912057-01-006019.hdr.sgml : 20010223 ACCESSION NUMBER: 0000912057-01-006019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010215 GROUP MEMBERS: GLOBAL INVESTMENTS TRUST GROUP MEMBERS: GOTEL INVESTMENTS LTD GROUP MEMBERS: INTERTRUST (GUERNSEY) LIMITED SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-53171 FILM NUMBER: 1547667 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTEL INVESTMENTS LTD CENTRAL INDEX KEY: 0001055809 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O INTERTRUST MANAGEMENT SA 16 STREET 2: RUE DE LA PELISSERIE PO BOX 3292 CITY: 1211 GENEVA 3 SWITZE BUSINESS PHONE: 01141223118000 MAIL ADDRESS: STREET 1: C/O INTERTRUST MANAGEMENT SA 16 RUE STREET 2: DE LA PELISSERIE PO BX3292 1211 GENEVA 3 CITY: SWITZERLAND SC 13D 1 a2039144zsc13d.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 STAR TELECOMMUNICATIONS, INC. (ISSUER) COMMON STOCK, $.001 PAR VALUE (TITLE OF CLASS OF SECURITIES) 854923109 (CUSIP NUMBER) GOTEL INVESTMENTS LTD. c/o BARRY L. GUTERMAN, ESQ. 1875 CENTURY PARK EAST, SUITE 1500 LOS ANGELES, CA 90067-2516 TELEPHONE: (310) 551-1400 (NAME, ADDRESS AND TELEPHONE NUMBER OF AUTHORIZED PERSON TO RECEIVE NOTICES AND COMMUNICATIONS.) Check the following if a fee is being paid with this statement / /. If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 854923109 (CUSIP Number) (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Gotel Investments Ltd. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) /X/ (b) (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):/ / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: -0- (8) SHARED VOTING POWER: 30,000,000 (9) SOLE DISPOSITIVE POWER: -0- (10) SHARED DISPOSITIVE POWER: 30,000,000 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,000,000 (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 44.28% (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO 854923109 (CUSIP Number) (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Global Investments Trust (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) /X/ (b) (3) SEC USE ONLY (4) SOURCE OF FUNDS: AF (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):/ / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Isle of Guernsey, Channel Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: -0- (8) SHARED VOTING POWER: 30,000,000 (9) SOLE DISPOSITIVE POWER: -0- (10) SHARED DISPOSITIVE POWER: 30,000,000 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,000,000 (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:/ / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 44.28% (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO 854923109 (CUSIP Number) (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Intertrust (Guernsey) Limited, Channel Islands (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) /X/ (b) (3) SEC USE ONLY (4) SOURCE OF FUNDS: AF (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):/ / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Isle of Guernsey, Channel Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: -0- (8) SHARED VOTING POWER: 30,000,000 (9) SOLE DISPOSITIVE POWER: -0- (10) SHARED DISPOSITIVE POWER: 30,000,000 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,000,000 (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:/ / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 44.28% (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 00 854923109 (CUSIP Number) Item 1(a). SECURITY AND NAME OF ISSUER: Three (3) Warrants, 10,000,000 shares, each, to purchase the $.001 par value Common Stock of STAR Telecommunications, Inc. ("Warrants"), 223 East De La Guerra Street, Santa Barbara, California 93101. Item 2. IDENTITY AND BACKGROUND OF FILING PERSONS: The persons filing this Form SC 13D are Gotel Investments Ltd. ("Gotel"), Atlantic Chambers, Waterfront Drive, Road Town, Tortola, British Virgin Islands; Global Investment Trust ("GIT"), Francis House, Sir Williams Place, St. Peter Port, Guernsey, Channel Islands; and Intertrust (Guernsey) Limited ("Intertrust"), Francis House, Sir Williams Place, St. Peter Port, Guernsey, Channel Islands. Gotel, GIT and Intertrust are hereinafter sometimes individually and collectively referred to as the "Filing Persons." Gotel purchases, holds for investment and sells publicly-traded securities and non-publicly-traded securities, primarily in the telecommunications and Internet industries. GIT is a trust formed under the laws of the Island of Guernsey. Intertrust is the sole trustee of GIT and, in such capacity, owner of all of the issued and outstanding capital stock of Gotel. During the last five years, none of the Filing Persons has been convicted in a criminal proceeding. During the last five years, none of the Filing Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: The funds used by the Gotel to acquire the Warrants for shares of Common Stock were derived from assets of Gotel. Item 4. PURPOSE OF TRANSACTION: Gotel acquired the Warrants for investment purposes only and, except as provided below, does not presently have any plans or proposals which relate to or would result in the realization of any of items (a) through (j) or Item 4 of the Instructions to Schedule 13D. In connection with the Warrants, Gotel has the right to appoint two members to the Company's Board of Directors. Gotel has requested that the Company 854923109 (CUSIP Number) appoint Alan I. Rothenberg and Stephen Carroll as members to its Board. Item 5. INTEREST IN SECURITIES: (a) Amount Beneficially Owned: 30,000,000 (b) Percent of Class: 44.28% [based on 67,784,985 shares of Common Stock as set forth on page 54 of the Company's Registration Statement on Form S-1, file number 333-55192]. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 30,000,000 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 30,000,000 Gotel acquired the Warrants as of February 5, 2001. Reference is hereby made to Section II.4 of the Purchase Agreement dated as of Feburary 5, 2001, by and between Gotel Investments Ltd. and the Company, whereby the parties agreed that unless the Company obtains the approval of its stockholders in accordance with the corporate laws of the State of Delaware and the applicable laws of NASDAQ, no more than 19.9% of the Company's outstanding shares may be issued and sold pursuant to the Warrants. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO ISSUER: Joint Reporting Statement Item 7. MATERIAL TO BE FILED AS EXHIBITS The Filing Persons filed as exhibits the following: Exhibit 1: Joint Reporting Statement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2001 By: /s/ WALTER STRESEMANN --------------------------------- Walter Stresemann, Director of Gotel Investments Ltd. EX-1 2 a2039144zex-1.txt EXHIBIT 1 EXHIBIT 1 854923109 (CUSIP Number) JOINT REPORTING AGREEMENT In consideration of the mutual covenants herein contained, each of the parties hereto represents to and agrees with the other party as follows: 1. Such party is eligible to file a statement or statements on Schedule 13D pertaining to the Common Stock, $.001 value per share, STAR Telecommunications, Inc., to which this Agreement is an exhibit, for filing of the information contained therein. 2. Such party is responsible for timely filing of such statement and any amendments thereto and for the completeness and accuracy of the information concerning such party contained therein, PROVIDED that no such party is responsible for the completeness or accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information is inaccurate. 3. Such party agrees that such statement is filed by and on behalf of each party and that any amendment thereto will be filed on behalf of each such party. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. Dated: February 14, 2001 GOTEL INVESTMENTS LTD. By: /s/ WALTER STRESEMANN -------------------------------- Walter Stresemann, Director GLOBAL INVESTMENTS TRUST By: Intertrust (Guernsey) Limited, Trustee By: /s/ WALTER STRESEMANN -------------------------------- Walter Stresemann, Director INTERTRUST (GUERNSEY) LIMITED By: /s/ WALTER STRESEMANN -------------------------------- Walter Stresemann, Director -----END PRIVACY-ENHANCED MESSAGE-----