SECURITIES AND EXCHANGE COMMISSION FORM 10-K405/A Annual report pursuant to section 13 and 15(d), Regulation S-K Item 405 [amend] Filing Date: 2000-06-07 | Period of Report: 1999-12-31 SEC Accession No. 0000912057-00-027654 (HTML Version on secdatabase.com) FILER FLAG TELECOM HOLDINGS LTD Mailing Address Business Address EMPORIUM BLDG EMPORIUM BLDG CIK:1102752| IRS No.: 000000000 | Fiscal Year End: 1231 69 FRONT STREET 69 FRONT STREET Type: 10-K405/A | Act: NE | File No.: 000-29207 | Film No.: 650933 HAMILTON BERMUDA HAMILTON BERMUDA SIC: 4813 Telephone communications (no radiotelephone) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-29207 ------------------------ FLAG TELECOM HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) ------------------------------ BERMUDA (State or other jurisdiction of incorporation or organization) EMPORIUM BUILDING 69 FRONT STREET HAMILTON HM12, BERMUDA (Address of principal executive office) ------------------------ 44 20 7317 0800 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Common Shares, $.0006 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes / / No /X/ (The registrant became subject to the reporting requirements of the Securities Exchange Act of 1934 on February 11, 2000) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of the voting stock held by non-affiliates of the registrant on February 16, 2000, based upon the closing price of the Common Shares The Nasdaq Stock Market for such date, was approximately $1,589,293,373. The number of outstanding shares of the registrant's Common Shares as of March 24, 2000 was approximately 133,932,856. The Index of Exhibits filed with this Report begins at page 43. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- FLAG TELECOM HOLDINGS LIMITED TABLE OF CONTENTS <TABLE> <CAPTION> PAGE SAFE HARBOR STATEMENT -------- <S> <C> <C> Part I Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1. Business.................................................... 1 Item 2. Properties.................................................. 19 Item 3. Legal Proceedings........................................... 20 Item 4. Submission of Matters To a Vote of Security Holders......... 20 Part II Item 5. Market For Registrant's Common Equity and Related Stockholder Matters......................................... 20 Item 6. Selected Financial Data..................................... 22 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations................................... 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk........................................................ 32 Item 8. Financial Statements and Supplementary Data................. 34 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................... 34 Part III Item 10. Directors and Executive Officers of the Registrant.......... 34 Item 11. Executive Compensation...................................... 39 Item 12. Security Ownership of Certain Beneficial Owners and Management.................................................. 39 Item 13. Certain Relationships and Related Transactions.............. 41 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K......................................................... 43 FINANCIAL STATEMENTS.................................................. F-1 </TABLE> Signatures Exhibits i PART I ITEM 1. BUSINESS The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as "may," "will," "should," "estimates," "predicts," "potential," "continue," "strategy," "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those discussed elsewhere in this report and in our Registration Statement on Form F-1 (Registration No. 333-94899) previously filed with the Securities and Exchange Commission including, without limitation, those factors discussed under "Risk Factors" in the Registration Statement. GENERAL We are a global carriers' carrier that develops and offers a broad range of innovative telecommunications products and services to licensed international carriers, Internet service providers and other telecommunications companies. Our network, the FLAG Telecom network, is currently comprised of (1) the FLAG Europe-Asia cable system, which is the world's longest independent, privately-owned digital fiberoptic undersea cable system, (2) the FLAG Atlantic-1 cable system, which we are currently constructing and, when completed, will connect London and Paris to New York and (3) terrestrial connections between our landing stations in the United Kingdom and Spain to the city centers of London and Madrid and intra-European connections from London to Paris, Brussels, Frankfurt, Amsterdam, Berlin, Zurich, Milan and several other major European metropolitan areas, which we have acquired the right to obtain through contractual arrangements with other facilities-based bandwidth capacity providers. We have an established customer base of approximately 90 customers, many of which are the world's leading telecommunications and Internet companies. Our customers include 17 of the top 20 international carriers based on traffic volume which, together, accounted for approximately 48% of our sales to date. We believe we have succeeded in attracting this customer base primarily as the result of the diversity, flexibility and high quality of our product and service offerings. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The FLAG Europe-Asia cable system links the telecommunications markets of Western Europe and Japan through the Middle East, India, Southeast Asia and China along a route which adjoins countries with approximately 75% of the world's population. The FLAG Europe-Asia cable system consists of approximately 28,000 kilometers of technologically advanced undersea digital fiberoptic cable which comes ashore at 16 operational landings in 13 countries. It has an aggregate capacity of 10 gigabits per second transmitting on two fiber pairs. The system incorporates synchronous digital hierarchy, which is the current international standard for digital transmission and management. Expansion of the transmission capacity of the segments of the FLAG Europe-Asia cable system may be accomplished by employing additional light sources using the wavelength division multiplexing technique of operating at more than one wavelength. The transmission capacity of the segments of the FLAG Europe-Asia cable system is upgradeable to between 20 and 40 gigabits per second depending on the location of the segment. The FLAG Europe-Asia cable system cost approximately $1.6 billion to complete. We placed the FLAG Europe-Asia cable system in commercial service on November 22, 1997 with an initial group of 62 customers. FLAG Atlantic Limited has contracted with Alcatel Submarine Networks for the construction of the subsea portion of a new 12,000 kilometer trans-Atlantic digital fiberoptic cable system called FLAG Atlantic-1. The FLAG Atlantic-1 cable system will use a six fiber pair configuration with 10 gigabit per second technology and up to a maximum of 40 wavelengths of light per fiber. The FLAG Atlantic-1 cable system is designed to have an initial fully redundant capacity of at least 160 gigabits per second, with 1 potential for future upgrade to 2.4 terabits