As filed with the Securities and Exchange Commission on October 12, 1999 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- Primus Telecommunications Group, Incorporated (Exact name of registrant as specified in its charter) --------------- Delaware 4813 54-1708481 (State of (Primary (I.R.S. Employer Incorporation) Standard Identification Number) Industrial Classification Code Number) --------------- 1700 Old Meadow Road, Suite 300 McLean, Virginia 22102 (703) 902-2800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- K. Paul Singh Chairman, President and Chief Executive Officer 1700 Old Meadow Road, Suite 300 McLean, Virginia 22102 (703) 902-2800 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- With Copies to: James D. Epstein, Esquire Edward P. Tolley III, Esquire Pepper Hamilton LLP Simpson Thacher & Bartlett 3000 Two Logan Square 425 Lexington Avenue 18th and Arch Streets New York, New York 10017 Philadelphia, Pennsylvania 19103 (212) 455-2000 (215) 981-4000 --------------- Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this Registration Statement becomes effective. --------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. [X] Registration No. 333-86839 If this form is a 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] --------------- Calcultion of Registration Fee Proposed Maximum Title of Each Class of aggregate Amount of Securities to be Registered Offering Price Registration Fee Common stock, par value $.01 per share................. $34,500,000(1) $9,591 - ------------ (1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 by Primus Telecommunications Group, Incorporated. This registration statement relates to the public offering of Primus' common stock contemplated by the Registration Statement (No. 333-86839) on Form S-3, amended by Amendment No. 1 thereto filed on September 17, 1999 and Amendment No. 2 thereto filed on October 7, 1999, and as declared effective on October 8, 1999 (the "Prior Registration Statement"). This registration statement is being filed for the sole purpose of increasing the maximum aggregate offering price of shares being sold in the offering by $34,500,000, to $207,000,000 from $172,500,000. The contents of the Prior Registration Statement are hereby incorporated by reference. Item 16. Exhibits 5.1 Opinion of Pepper Hamilton LLP 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1) 23.4 Consent of KPMG LLP 24.1 Powers of Attorney (Incorporated by reference to Registration Statement No. 333-86839 on Form S-3)
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing pursuant to Rule 462(b) and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia on October 12, 1999. Primus Telecommunications Group, Incorporated /s/ K. Paul Singh By: _________________________________ K. Paul Singh Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement pursuant to Rule 462(b) has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ K. Paul Singh Chairman, President and October 12, 1999 ______________________________________ Chief Executive Officer K. Paul Singh (principal executive officer) and Director /s/ Neil L. Hazard Executive Vice President October 12, 1999 ______________________________________ and Chief Financial Neil L. Hazard Officer (principal financial officer and principal accounting officer) * Executive Vice President October 12, 1999 ______________________________________ and Director John F. DePodesta * Director October 12, 1999 ______________________________________ Herman Fialkov * Director October 12, 1999 ______________________________________ David E. Hershberg * Director October 12, 1999 ______________________________________ John Puente * Director October 12, 1999 ______________________________________ Douglas M. Karp /s/ Neil L. Hazard * By: ___________________________ Neil L. Hazard Attorney-in-fact
INDEX OF EXHIBITS Exhibit No. Description - ----------- ----------- 5.1 Opinion of Pepper Hamilton LLP regarding the validity of the securities being registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1). 23.4 Consent of KPMG LLP.
EXHIBIT 5.1 [LETTERHEAD OF PEPPER HAMILTON LLP] October 12, 1999 Primus Telecommunications Group, Inc. 1700 Old Meadow Road Suite 300 McLean, Virginia 22102 Re: Registration Statement on Form S-3 (Registration No. 333-86839) ---------------------------------- Ladies and Gentlemen: We have acted as special counsel to Primus Telecommunications Group, Incorporated, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of a public offering (the "Offering") of shares (the "Primary Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), having an aggregate value of up to $180,000,000, and additional shares of Common Stock (the "Additional Shares" and, together with the Primary Shares, the "Shares"), having an aggregate value of up to $27,000,000 subject to an over-allotment option. The opinion is delivered in accordance in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-3 (No. 333-86839) originally filed under the Act with the Securities and Exchange Commission (the "Commission") on September 10, 1999, as amended by Amendment No. 1 thereto filed on September 17, 1999 and Amendment No. 2 thereto filed on October 7, 1999, and as further amended by a Registration Statement filed on October 12, 1999 pursuant to Rule 462(b) under the Securities Act (as so amended the "Registration Statement"); (ii) the form of underwriting agreement, filed as Exhibit 1.1 to Amendment No. 2 to the Registration Statement (the "Underwriting Agreement"), to be entered into by and among the Company, Primus Telecommunications, Inc., Primus Telecommunications (Australia) Pty. Ltd., Primus Telecommunications Pty. Ltd. and Lehman Brothers, Inc., Morgan Stanley & Co. Incorporated, CIBC World Markets Corp., Legg Mason Wood Walker, Incorporated, Jeffries & Company, Inc. and Kaufman Bros., L.P., as representatives of the several underwriters (the "Representatives"); (iii) the Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, as in effect on the date hereof; (iv) certain resolutions of the Board of Directors of the Company relating to, among other things, the issuance of the Shares; (v) a specimen certificate representing the shares of Common Stock; and (vi) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.
Primus Telecommunications Group, Incorporated October 12, 1999 Page 2 In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. In addition, we have assumed the conformity of the certificates representing the Shares to the form of the specimen thereof examined by us and the due execution and delivery of such certificates. We express no opinion as to the laws of any other jurisdiction other than the Federal laws of the United States of America and the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, we are of the opinion that: 1. When (i) the Board of Directors of the Company authorizes the price per Primary Share, (ii) the duly appointed officers of the Company execute and deliver the Underwriting Agreement and (iii) the Primary Shares are issued and delivered against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, the Primary Shares will be duly authorized, validly issued, fully paid and nonassessable. 2. When (i) the Board of Directors of the Company authorizes the price per Additional Share, (ii) the duly appointed officers of the Company execute and deliver the Underwriting Agreement and (iii) the Additional Shares are issued and delivered against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, the Additional Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Opinions" in the prospectus filed as part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations promulgated thereunder. This opinion is furnished by us, as your special counsel, in connection with the filing of the Registration Statement and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission or relied upon by any other person. Very truly yours, PEPPER HAMILTON LLP
EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement of Primus Telecommunications Group, Incorporated on Form S-3 of our report dated February 10, 1999, except for paragraph one of Note 16 as to which the date is March 31, 1999, appearing in the Prospectus, which is incorporated by reference in such Registration Statement, and to the reference to us under the headings "Selected Financial Data" and "Experts" in such Prospectus. DELOITTE & TOUCHE LLP McLean, Virginia October 12, 1999
EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. ) of Primus Telecommunications Group, Incorporated of the reference to our firm under the caption "Experts" and to our reports dated February 27, 1998, with respect to the consolidated financial statements and schedule of TresCom International, Inc. included in Pre-effective Amendment No. 2 to the Registration Statement (Form S-3 No. 333-86839) and related Prospectus of Primus Telecommunications Group, Incorporated. Ernst & Young LLP Atlanta, Georgia October 12, 1999
EXHIBIT 23.4 ACCOUNTANTS' CONSENT The Board of Directors Telegroup, Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-3 of our report on the combined financial statements of Telegroup, Inc. and certain subsidiaries and to the reference to our firm under the heading "Experts" in Registration Statement No. 333-86839. Our report dated July 9, 1999, contains an explanatory paragraph that states that Telegroup, Inc. has filed for protection under Chapter 11 of the United States Bankruptcy Code due to significant financial and liquidity problems. These circumstances raise substantial doubt about its ability to continue as a going concern. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty. KPMG LLP Lincoln, Nebraska October 12, 1999