Golden Telecom

SECURITIES AND EXCHANGE COMMISSION FORM S-1 General form of registration statement for all companies including face-amount certificate companies Filing Date: 2000-06-14 SEC Accession No. 0000950129-00-003108 (HTML Version on secdatabase.com) FILER GOLDEN TELECOM INC Mailing Address Business Address 12 KRASNOKAZARMENNAYA 12 KRASNOKAZARMENNAYA CIK:1089874| IRS No.: 510391303 MOSCOW SOVIET UNION MOSCOW RUSSIA Type: S-1 | Act: 33 | File No.: 333-39260 | Film No.: 654950 SIC: 4812 Radiotelephone communications Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2000. REGISTRATION NO. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOLDEN TELECOM, INC. (Exact name of registrant as specified in its charter) <TABLE> <S> <C> <C> DELAWARE 4812 51-0391303 (State or Other Jurisdiction (Primary Industrial (I.R.S. Employer of Classification Code Number) Identification Nos.) Incorporation of Organization) </TABLE> REPRESENTATION OFFICE GOLDEN TELESERVICES, INC. 12 TRUBNAYA ULISTA MOSCOW, RUSSIA 103045 (Address of principal executive offices) (011-7-501) 797-9300 (Registrant's telephone number) GRIER C. RACLIN GLOBAL TELESYSTEMS, INC. 4121 WILSON BOULEVARD ARLINGTON, VA 22203 (703) 236-3710 (Name, address, and telephone number of agent for service) Copies to: DAVID J. BEVERIDGE, ESQ. SHEARMAN & STERLING BROADGATE WEST 9 APPOLD STREET LONDON EC2A 2AP, ENGLAND (44) 207-655-5000 JEFFREY A. RIDDELL 12 TRUBNAYA ULISTA MOSCOW, RUSSIA 103045 (011-7-501) 797-9315 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE <TABLE> <CAPTION> ----------------------------------------------------------------------------------------------------------------- Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ----------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) PRICE(1) REGISTRATION FEE ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Common Stock, Par Value $0.01 Per Share............................. 2,145,633 $34.03 $73,015,891 $19,276 ----------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------- </TABLE> (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act on the basis of the average of the bid and ask prices of the common stock of Golden Telecom, Inc. reported on the Nasdaq National Market on June 12, 2000. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the commission, acting pursuant to said Section 8(a) may determine. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR OFFER TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR HAS THERE BEEN ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED JUNE 14, 2000 PROSPECTUS [GOLDEN TELECOM(TM)] --------------------- 2,145,633 SHARES COMMON STOCK --------------------- This prospectus relates to 2,145,633 shares of common stock of Golden Telecom, Inc., which certain of our stockholders (whom we call the Selling Stockholders in this prospectus) own and may offer and sell from time to time. Our shares currently trade on the Nasdaq National Market under the symbol "GLDN". The last reported sale price of our common stock on the Nasdaq National Market on June 13, 2000 was $34.50 per share. The Selling Stockholders may offer the shares for sale from time to time on the over-the-counter market, in the Nasdaq National Market, in privately negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholders will receive all of the net proceeds from the sale of shares and will pay any selling commissions. INVESTING IN OUR COMMON STOCK INVOLVES RISKS, WHICH ARE DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 6 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is June 14, 2000 3 YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF THE SHARES OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. TABLE OF CONTENTS <TABLE> <CAPTION> PAGE ---- <S> <C> Prospectus Summary.......................................... 3 Risk Factors................................................ 6 Dividend Policy............................................. 21 Use of Proceeds............................................. 21 Price Range of the Common Stock............................. 21 Selected Historical Consolidated Financial Data............. 22 Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 23 Business.................................................... 43 Management.................................................. 65 Security Ownership and Certain Beneficial Owners and Management................................................ 75 Relationship with GTS and Certain Related Party Transactions.............................................. 76 Selling Stockholders........................................ 79 Description of Certain Financing Arrangements and Indebtedness.............................................. 80 Description of Capital Stock................................ 82 Shares Eligible for Future Sale............................. 83 Certain United States Tax Consequences to Non-US Holders of Common Stock.............................................. Plan of Distribution........................................ 84 Legal Matters............................................... 85 Where You Can Find More Information......................... 85 Experts..................................................... 85 Forward-Looking Statements.................................. 85 Index To Financial Statements............................... F-1 Glossary of Telecommunications Industry Terms............... G-1 Information Not Required in Prospectus.....................

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