Golden Telecom, Inc. (Form: 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 Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   August 8, 2007

Golden Telecom, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-27423 51-0391303
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
Rep. Office Golden TeleServices, Inc., 1 Kozhevnichesky Proezd, Moscow, Russia,   115114
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (011-7-501) 797-9300

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

On August 9, 2007, Golden Telecom, Inc. (the "Company")issued a press release announcing financial results for the second quarter of fiscal year 2007 ended June 30, 2007. A copy of this press release is attached hereto as Exhibit 99.1

The information contained in this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished under Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Securities Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.





Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On August 8, 2007, the Audit Committee of the Board of Directors of the Company, upon management’s recommendation, and after discussion with the Company’s independent registered public accounting firm, Ernst & Young LLP, concluded that the Company’s previously issued financial statements as of and for the three months ended March 31, 2007 (the "Financial Statements") should no longer be relied upon.

The Company has determined that there was a mathematical mistake made in the calculation of the compensation expense for stock appreciation rights for the three months ended March 31, 2007, which resulted in a $2.8 million overstatement of such expense for that three-month period. After tax effect, the correction of this error on the Financial Statements is an increase in net income of $2.2 million or $0.46 per share – basic and diluted, as summarized below.

As originally reported As restated
Three-Months Ended March 31, 2007
(in thousands, except per share data)
CONSOLIDATED STATEMENT OF OPERATIONS:
Access and network services (excluding
depreciation and amortization) $150,401 $150,095
Selling, general and administrative
(excluding depreciation and
amortization) 51,459 48,986
Income from operations 25,322 28,101
Income taxes 9,566 10,130
Net Income 14,504 16,719
Net income per share - basic 0.40 0.46
Net income per share – diluted $0.39 $0.45

The Company will file an amendment to its financial statements in connection with its Quarterly Report on Form 10-Q as soon as practicable.





Item 9.01 Financial Statements and Exhibits.

99.1 Press Release issued by the Registrant on August 9, 2007, relating to Golden Telecom, Inc.'s financial results for the second quarter of fiscal year 2007 ended June 30, 2007.





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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 hereunto duly authorized.

         
    Golden Telecom, Inc.
          
August 9, 2007   By:   /s/ Boris Svetlichny
       
        Name: Boris Svetlichny
        Title: Senior Vice-President, Chief Financial Officer and Treasurer

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release issued by the Registrant on August 9, 2007, relating to Golden Telecom, Inc.'s financial results for the second quarter of fiscal year 2007 ended June 30, 2007.