As filed with the Securities and Exchange Commission on February 28, 2008
Registration No. 333-41542
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Golden Telecom, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 51-0391303 | |
| (State or other jurisdiction of incorporation of organization) |
(I.R.S. Employer Identification No.) |
| Representation Office of Golden TeleServices, Inc. 1 Kozhevnichesky Proezd Moscow, Russia |
115114 | |
| (Address of Principal Executive Offices) | (Zip Code) |
1999 Golden Telecom, Inc. Equity Participation Plan
(Full title of the plan)
Julia Marx
Golden Telecom, Inc.
2831 29th Street, NW
Washington, D.C. 20008
(Name and address of agent for service)
(202) 332 - 5997
(Telephone number, including area code, of agent for service)
Copies to:
| William Greason, Esq. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, NY 10112 (212) 408-5527 |
Ilya Smirnov, Esq. Representation Office of Golden TeleServices, Inc. 1 Kozhevnichesky Proezd Moscow, Russia 115114 (011-7-495) 797-9300 |
DEREGISTRATION OF UNSOLD SECURITIES
This Post Effective Amendment No. 1 to Form S-8 Registration Statement is being filed in order to deregister all securities remaining unsold under that certain Registration Statement on Form S-8 (File No. 333-41542), which was filed with the Securities and Exchange Commission on July 17, 2000 (the “Registration Statement”) by Golden Telecom, Inc. (“GTI”), regarding 4,023,551 shares of Common Stock of GTI for award under the 1999 Golden Telecom, Inc. Equity Participation Plan (the “Plan”).
On December 21, 2007, GTI, VimpelCom Finance B.V. and Lillian Acquisition, Inc. entered into a merger agreement (the “Merger Agreement”). Pursuant to the Merger Agreement, the offering under the Plan and the Registration Statement is being terminated and each outstanding award granted under the Plan is being converted into the right to receive a payment in cash.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Moscow, Russian Federation, on this 28 day of February 2008.
| GOLDEN TELECOM, INC. (Registrant) | ||
| By: | /s/ Boris Svetlichny | |
| Name: | Boris Svetlichny | |
| Title: | Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |
| By: | /s/ Michael D. Wilson | |
| Name: | Michael D. Wilson | |
| Title: | Vice President and Corporate Controller (Principal Accounting Officer) | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Boris Svetlichny, Ilya Smirnov and Michael D. Wilson and each of them severally, his true and lawful attorney or attorneys with power of substitution and resubstitution to sign in his name, place and stead in any and all such capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each such officer and director of the Registrant who shall have executed such a power of attorney, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as such officer or director of the Registrant might or could do in person.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Jean-Pierre Vandromme Jean-Pierre Vandromme |
Chief Executive Officer and Director (Principal Executive Officer) | February 26, 2008 | ||
| /s/ Boris Svetlichny Boris Svetlichny |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | February 28, 2008 | ||
| /s/ Michael D. Wilson Michael D. Wilson |
Vice President and Corporate Controller (Principal Accounting Officer) | February 28, 2008 | ||
| /s/ Peter Covell Peter Covell |
Director | February 27, 2008 | ||
| /s/ Patrick Gallagher Patrick Gallagher |
Director | February 28, 2008 | ||
|
Alexander Gersh |
Director | February , 2008 | ||
|
David Herman |
Director | February , 2008 | ||
| /s/ Dmitry A. Pleskonos Dmitry A. Pleskonos |
Director | February 27, 2008 | ||
| /s/ Elena A. Shmatova Elena A. Shmatova |
Director | February 27, 2008 | ||