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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
JUNE 25, 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 June 25, 2003, Golden Telecom, Inc. ("GTI", the "Company") announced via
a press release that the Company has held preliminary negotiations with Nye
Telenor East Invest AS ("Telenor") regarding the possible acquisition of 100% of
OAO Comincom, a wholly owned subsidiary of Telenor, in exchange for newly issued
shares of GTI. The Company's press release announcing such matter is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 26, 2003, GTI announced pursuant to Securities Act Rule 135 that
the Company is conducting discussions with certain of the Company's stockholders
(the "Selling Stockholders") in connection with a proposed underwritten offering
of the Company's Common Stock, par value $0.01, owned by the Selling
Stockholder's. The Company's press release announcing such matter is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
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. 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 ability to successfully complete any transaction and the
possible problems that could arise from the integration of any acquisition, and
the ability to successfully complete the offering of securities. 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 GTI has held preliminary
discussions with Telenor over the possible acquisition of
100% of OOO Comincom in exchange for newly issued shares of
GTI.
99.2 Press release announcing the proposed underwritten offering
of GTI Common Stock by certain of GTI's stockholder's.
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 26, 2003
INDEX TO EXHIBITS
DESIGNATION DESCRIPTION
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99.1 Press release announcing GTI has held preliminary
discussions with Telenor over the possible acquisition of
100% of OOO Comincom in exchange for newly issued shares of
GTI.
99.2 Press release announcing the proposed underwritten offering
of GTI Common Stock by certain of GTI's stockholder's.