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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
MAY 16, 2003
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27423 51-0391303
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
1 KOZHEVNICHESKY PROEZD, 2ND. FLOOR
MOSCOW, RUSSIA 115114
(Address of principal executive office)
(011-7-501) 797-9300
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 16, 2003, Golden Telecom, Inc. ("GTI") entered into a non-binding
Memorandum of Understanding ("MOU") with ZAO Korporatsiya Sibchallenge to
acquire 100% of the ownership interest in OOO Sibchallenge Telecom, an
alternative wireline operator in Krasnoyarsk, Russia and 100% of the issued and
outstanding shares of ZAO Tel, an internet service provider in Krasnoyarsk,
Russia. The MOU states that the proposed price of the acquisition is
approximately $15.0 million in cash. The closing of the transaction is subject
to the completion of satisfactory due diligence, receipt and execution of
definitive acquisition agreements, and receipt of normal regulatory approval.
The Company's press release announcing such matter is attached hereto as Exhibit
99.1.
The attached press release presents measures in compliance with Russian
accounting principles which differ from generally accepted accounting principles
in the United States of America ("US GAAP"). Such measures should not be
considered substitutes for any measures derived in accordance with US GAAP, and
may also be inconsistent with similar measures presented by other companies.
Statements made in the attached press release are forward looking and are
made pursuant to the safe harbor provisions of the Securities Litigation Reform
Act of 1995. Such statements include GTI's planned acquisition of OOO
Sibchallenge and ZAO Tel. It is important to note that such statements involve
risks and uncertainties, which may cause outcomes to differ materially from
those set forth in these statements. Such risks and uncertainties include, but
are not limited to, the possibility that the proposed acquisition will not be
completed, the possibility that regulatory approval will not be forthcoming and
increasing competition that may limit growth opportunities, and that
Sibchallenge's clients may not remain with the company when its owners change.
Additional information concerning factors that could cause results to differ
materially from those in the forward looking statements is contained in the
Company's filings with the U.S. Securities and Exchange Commission including the
Company's periodic reports on Form 8-K filed during 2003, the Company's annual
report on Form 10-K for the year ended December 31, 2002, and the company's
quarterly report on Form 10-Q for the period ended March 31, 2003.
Item 7. Financial Statements and Exhibits.
DESIGNATION DESCRIPTION
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99.1 Press release announcing signing of a Memorandum of
Understanding to acquire 100% ownership interest in OOO
Sibchallenge Telecom and 100% of the issued and outstanding
shares of ZAO Tel.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ DAVID STEWART
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Name: David Stewart
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: June 3, 2003
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press release announcing signing of a Memorandum of
Understanding to acquire 100% ownership interest in OOO
Sibchallenge Telecom and 100% of the issued and outstanding
shares of ZAO Tel.