This supplement relates to the Registration Statements No. 333-41542 and
Prospectus for Offers and Sales of No. 333-72036
Common Stock dated October 23, 2001 This filing is made pursuant to
Rule 424(b)(3) and (c) under the
Securities Act of 1933, as amended
2003 SUPPLEMENT
TO PROSPECTUS FOR OFFERS AND
SALES OF COMMON STOCK OF
GOLDEN TELECOM, INC.
BY CERTAIN SELLING STOCKHOLDERS
This Supplement dated August 19, 2003 to the Prospectus dated October
23, 2001 relating to offers and sales of shares of our common stock that have
been or may be acquired upon exercise of incentive stock options or nonqualified
stock options pursuant to our 1999 Equity Participation Plan by certain Selling
Stockholders of Golden Telecom, Inc. contains certain current information that
may change from year to year. The Supplement will be updated as necessary and
will be delivered to each Selling Stockholder. Each current supplement should be
kept with the Prospectus in the Selling Stockholder's important papers. Selling
Stockholders who received the October 23, 2001 Prospectus will not be sent
additional copies of the Prospectus in subsequent years unless the information
in the Prospectus is required to be amended or unless a Selling Stockholder
requests an additional copy by writing to Golden Telecom, Inc., Legal
Department, Representation Office Golden TeleServices, 1 Kozhevnichesky Proezd,
Moscow, Russia, 115114. Capitalized terms used in this supplement have the
meanings set forth in the Prospectus.
DATE. The date of this supplement is August 19, 2003.
INFORMATION REGARDING SELLING STOCKHOLDERS AND SHARES COVERED BY THE
PROSPECTUS. The Prospectus covers 1,198,000 shares of our common stock that have
been or may be acquired by the Selling Stockholders upon exercise as of August
19, 2003 pursuant to incentive stock options or nonqualified stock options
granted pursuant to our 1999 Equity Participation Plan
There are set forth in the following table opposite the name of each of
the Selling Stockholders:
1. Under the heading "Shares of common stock beneficially owned",
- the shares of our common stock beneficially owned by each
Selling Stockholder on August 19, 2003, including shares of
our common stock (if any) of which each Selling Stockholder
had the right on such date to acquire beneficial ownership
pursuant to the exercise on or before October 18, 2003 of
options that we have granted.
2. Under the heading "Shares awarded under the Plan or which may be
acquired and offered", the shares of our common stock that:
- have been acquired or may be acquired upon exercise of options
under the Plan;
- may be offered or sold by the Selling Stockholder using the
Prospectus.
3. Under the heading "Shares of common stock to be owned after
completion of the offering", the shares of our common stock to be beneficially
owned by the Selling Stockholder after completion of the offering, based on the
number of shares owned on August 19, 2003.
Certain options granted pursuant to the Plan may be transferred to a
member of a Selling Stockholder's immediate family or to a trust for the benefit
of such immediate family members. The names of such transferees and the number
of award shares that may be offered by them under the Prospectus will be
included in a supplement when such information becomes known. The information as
to security holdings is based on information that we receive from the Selling
Stockholders and from our Compensation Committee.
(2)
SHARES (3)
AWARDED UNDER SHARES OF
(1) THE PLAN OR COMMON
SHARES OF WHICH STOCK
COMMON MAY BE TO BE
STOCK ACQUIRED OWNED
PRESENT PRINCIPAL BENEFICIALLY AND AFTER
POSITIONS OR OWNED OFFERED COMPLETION
SELLING STOCKHOLDER OFFICES WITH US OR AFFILIATES* (a) (b) OF OFFERING
------------------- ------------------------------ ------------ ------------- -----------
STAN ABBELOOS SENIOR VICE PRESIDENT AND 344,673 325,000 19,673
CHIEF OPERATING OFFICER
TOM ADSHEAD DIRECTOR OF INVESTOR RELATIONS 300 -- 300
DAVID HERMAN DIRECTOR -- 10,000 --
MICHAEL NORTH DIRECTOR -- 10,000 --
JEFFREY RIDDELL SENIOR VICE PRESIDENT AND 325,188 325,000 188
GENERAL COUNSEL
DAVID STEWART SENIOR VICE PRESIDENT, 154,405 200,000 9,961
CHIEF FINANCIAL OFFICER
AND TREASURER
ALEXANDER VINOGRADOV (c) PRESIDENT AND CHIEF 193,333 310,000 --
EXECUTIVE OFFICER
MICHAEL WILSON PRINCIPAL ACCOUNTING 16,769 18,000 20
OFFICER AND CORPORATE
CONTROLLER
----------
(a) Included in this column are the number of shares of our common stock
which the selling stockholder has the right to acquire beneficial ownership of
pursuant to the exercise on or before October 18, 2003 of options that we
granted, as follows: Stan Abbeloos, 325,000; Jeffrey Riddell, 325,000; David
Stewart, 144,444; Alexander Vinogradov (see
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footnote (c) below), 193,333. Inclusion of such shares does not constitute an
admission by any Selling Stockholder that such person is the beneficial owner of
such shares.
(b) Included in this column are the number of shares of our common
stock that the Selling Stockholder has acquired or may acquire in the future
upon exercise of an option, under the Plan. The numbers of such options are as
follows: Stan Abbeloos, 325,000; David Herman, 10,000; Michael North, 10,000;
Jeffrey Riddell, 325,000; David Stewart, 200,000; Alexander Vinogradov (see
footnote (c) below), 310,000; Michael Wilson, 18,000. Inclusion of such shares
does not constitute an admission by any Selling Stockholder that such person is
the beneficial owner of such shares.
(c) Owing to ambiguities and inconsistencies in Russian law, the
Compensation Committee of the Board of Directors of Golden Telecom decided not
to issue stock options to Mr. Vinogradov. Instead as part of its key employee
incentive and retention policy, Golden Telecom established the Golden Telecom
Incentive Bonus Program. Pursuant to this program Golden Telecom issues stock
options to the GTI Equity Participation Plan Trust in numbers corresponding to
the level of financial incentive Golden Telecom wishes to award Mr. Vinogradov.
When Mr. Vinogradov desires and is eligible to receive the economic benefit of
the options, he informs Golden Telecom. Golden Telecom then advises the trustee
to exercise an appropriate number of options for contribution to the trust, and
if requested, to sell the option shares. Upon request of the Company and Mr.
Vinogradov the funds received by the trust from the sales are disbursed to Mr.
Vinogradov in the form of incentive bonuses.
MARKET PRICE. The last reported sale price of a share of our common
stock as reported on the Nasdaq on August 18, 2003 was $28.51.
DOCUMENTS INCORPORATED BY REFERENCE. For further current information
about us and our subsidiaries, see our Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, including our Consolidated Financial Statements
and see also our Proxy Statement for the 2003 Annual Meeting of Stockholders,
our Quarterly Reports on Form 10-Q for the periods ended March 31, 2003 and June
30, 2003 and our Current Reports on Form 8-K filed April 29, 2003, June 5, 2003,
June 26, 2003, August 8, 2003 and August 13, 2003. Each of the foregoing is on
file with the Securities and Exchange Commission.
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