-----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, QgquISI3KieRlSHBA10005V0joKtsi8v/edtMLUjG2Fr/BbJukyojDvzYwIjVLuu dIP2NcmdLtVdF0GOO2IU8w== 0000950110-99-000861.txt : 19990615 0000950110-99-000861.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950110-99-000861 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990610 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: 99643674 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: TAWFIK SAMER CENTRAL INDEX KEY: 0001088427 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O PT-1 COMMUNICATIONS INC STREET 2: 30-50 WHITESTONE EXPRESSWAY CITY: FLUSHING STATE: NY ZIP: 11354 BUSINESS PHONE: 7183999193 MAIL ADDRESS: STREET 1: C/O HERRICK FEINSTEIN LLP STREET 2: 2 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 SC 13D 1 SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* STAR TELECOMMUNICATIONS, INC. ----------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 854923 109 -------------- (CUSIP Number) Samer Tawfik John Goldman, Esq. c/o PT-1 Communications, Inc. Herrick, Feinstein LLP 30-50 Whitestone Expressway 2 Park Avenue New York, New York 11354 New York, New York 10016 (212) 399-9193 (Business) (212) 592-1400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 3, 1999 ------------------------------------------------------- (Date of Event which Requires Filing of 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. [_] Check the following box if a fee is being paid with the statement. [_] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed 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). (Continued on following page(s)) ================================================================================ Page 1 of 5 Pages CUSIP No. 854923 109 13D PAGE 2 OF 5 PAGES -------------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SAMER TAWFIK ("ST") ###-##-#### - ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d)or 2(e) - ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 9,438,711 shares of common stock, par value $.001 SHARES per share, of the issues ("Issuer Common Stock") ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 9,438,711 shares of Issuer Common Stock ------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER None - ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,438,711 shares of Issuer Common Stock - ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.44% based on 57,428,387 shares outstanding - ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION PART II TO SCHEDULE 13D ITEM I. SECURITY AND ISSUER Common Stock, par value $.001 per share Star Telecommunications, Inc. 223 East DeLaGuerra Street Suite 202 Santa Barbara, California 93101 (the "Issuer") ITEM II. IDENTITY AND BACKGROUND (a) Name: Samer Tawfik (b) Residence: 2710 Little Neck Boulevard Bayside, New York 11360 (c) Principal Occupation: Officer and Director of the Issuer. Principal Address of Business 223 East DeLaGuerra Street Suite 202 Santa Barbara, California 93101 (d) Information required by Item 2(d): N/A (e) Information required by Item 2(e): N/A ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ST acquired 300,000 shares of Issuer Common Stock through a series of open-market purchases using private funds. The consideration tendered for the 9,138,711 shares of Issuer Common Stock acquired by ST (the "Acquired Shares") was shares of common stock of PT-1 Communications, Inc., a New York corporation ("APT-1"), owned by ST. ITEM 4. PURPOSE OF TRANSACTION ST acquired the Acquired Shares in exchange for shares of PT-1 owned by him upon consummation of a merger transaction (the date of such consummation, the "Closing Date"), pursuant to the terms of an Agreement and Plan of Merger by and among the Issuer, Sierra Acquisition Co., Inc., PT-1 and the shareholders of PT-1, dated June 9, 1998, as amended (the "Merger Agreement"). (a) - (j) The undersigned has no plans or proposals which would result in any of the actions enumerated in Item 4(a) through (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) ST is the sole owner of 9,438,711 shares of Issuer Common Stock acquired by him pursuant to a series of open-market purchases and the terms of the Merger Agreement, which shares represent 16.44% of the total outstanding shares of Issuer Common Stock as of May 11, 1999, as reported in the Issuer's latest Quarterly Report on Form 10-Q, for the period ending March 31, 1999, filed May 14, 1999. ST has sole power to vote the Acquired Shares. Disposition of the Acquired Shares may be subject to the terms of a Registration Rights and Restricted Shares Agreement (the "Registration/Restriction Agreement") between the Issuer and, inter alia, ST. Under the terms of the Registration/Restriction Agreement, ST may not dispose of the Acquired Shares for a period of two years following the Closing Date. Thereafter, ST shall have sole dispositive power in connection with the Acquired Shares, subject to applicable federal and state securities laws, including laws governing registration and the public sale of equity securities (collectively, "Securities Laws") (b) The undersigned has the sole power to vote or to direct the vote and, subject top the Registration/Restriction Agreement, the sole power to dispose or to direct the disposition of the Acquired Shares. (c) None. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As described in Item 5 above, the Acquired Shares may be subject to the Registration/Restriction Agreement. ST may not dispose of any or all of the Acquired Shares until the second anniversary of the closing of the merger transaction described in the Merger Agreement; except, that after the first anniversary of the Closing Date, ST may transfer up to 10% of the Acquired Shares, subject to Securities Laws. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS None 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. June 2, 1999 /s/ SAMER TAWFIK - ------------------ ----------------------------- Date Samer Tawfik -----END PRIVACY-ENHANCED MESSAGE-----