-----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, BEBpkvCsXj3aK4KZOSz6zxnQ2pGdGWpBHj0OwAln1ESGKRXqW67YNpHqO9g0j/5W Mb8c6KhwqrmjwqwRyy6WOQ== 0001047469-99-013744.txt : 19990407 0001047469-99-013744.hdr.sgml : 19990407 ACCESSION NUMBER: 0001047469-99-013744 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990324 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990406 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: 99588303 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 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 Act of 1934 Date of Report (Date of earliest event reported) March 24, 1999 ------------------------------- 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 E. De La Guerra, Santa Barbara, California 93101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (805) 899-1962 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. (a) Pursuant to the terms of that certain Agreement and Plan of Merger dated as of November 19, 1997, as amended on January 30, 1998, April 6, 1998 and October 13, 1998 (the "Merger Agreement"), by and among STAR Telecommunications, Inc., a Delaware corporation ("STAR" or the "Company"), IIWII Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("Acquisition") and United Digital Network, Inc., a Delaware corporation ("UDN"), effective March 24, 1999 (the "Effective Date"), STAR acquired all of the outstanding shares of the capital stock of UDN (the "UDN Shares") in exchange for shares of the Company's Common Stock, $0.001 par value per share (the "STAR Common Stock"). On the Effective Date, a Certificate of Merger was filed with the Secretary of State of the State of Delaware, pursuant to which Acquisition was merged with and into UDN (the "Merger"), in accordance with the terms of the Merger Agreement and with the Delaware General Corporation Law, and UDN became a wholly-owned subsidiary of STAR. On the closing of the Merger, the shareholders of UDN received an aggregate of approximately 1.01 million shares of STAR Common Stock, resulting in an effective exchange ratio of 0.146428 shares of STAR Common Stock for each UDN Share. On the Effective Date, STAR assumed all outstanding options and warrants to acquire UDN Common Stock. On March 25, 1999, the first full trading date following the Effective Date, the closing sales price of the STAR Common Stock on the NASDAQ Stock Market was $10.50. As such, the aggregate purchase price paid by STAR for UDN was approximately $10.6 million. On the Effective Date, UDN owed STAR $4.5 million, plus interest pursuant to a series of loans made by STAR to UDN prior to such time. The purchase price was arrived at through arms-length negotiations between the Company and UDN. Prior to the closing, John R. Snedegar, an officer and director of UDN, was an affiliate of the Company. 2. (b) Prior to the Closing, UDN was in the business of providing international long distance services to retail customers and telecommunications carriers. Pursuant to the Merger, UDN became a direct wholly-owned subsidiary of the Company. It is the present intention of the Company that UDN will continue to engage in such business. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements of UDN called for by Rule 3.05 of Regulation S-X under the Securities Exchange Act of 1934, as amended, have been previously filed by the Company with the Securities and Exchange Commission (the "Commission") and can be found in the Company's Registration Statement on Form S-4 dated February 11, 1999 (the "Registration Statement"). Such financial statements, which can be found at pages F-57 through F-87 of the Registration Statement, are hereby incorporated by reference into this Current Report on Form 8-K. (b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information required pursuant to Article 11 of Regulation S-X have been previously filed by the Company with the Commission. Such pro forma financial information can be found at pages 68 through 79 of the Registration Statement and are hereby incorporated by reference into this Current Report on Form 8-K. (c) EXHIBITS. 10.47 Agreement and Plan of Merger dated as of November 19, 1997 by and among the Company, Acquisition and UDN, as amended on January 30, 1998, April 6, 1998 and October 13, 1998 (1) - ------------------------------ (1) Previously filed as Annex A to the Registration Statement and incorporated herein by reference. 3. 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 thereunto duly authorized. Date: April 6, 1999 STAR TELECOMMUNICATIONS, INC. By: /s/ Kelly D. Enos --------------------------------------------- Kelly D. Enos Chief Financial Officer 4. EXHIBIT INDEX
Exhibit Page Number Description Number ------- ----------- ------ 10.47 Agreement and Plan of Merger dated as of November 19, 1997 by and among the Company, Acquisition and UDN, as amended on January 30, 1998, April 6, 1998 and October 13, 1998 (1)
- ------------------------------ (1) Previously filed as Annex A to the Registration Statement and incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----