SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
RELATING TO THE AMENDMENT AND RESTATEMENT OF A RIGHTS PLAN
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2002
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
0-29092 (Commission File No.) |
54-1708481 (IRS Employer Identification No.) |
1700 Old Meadow Road, Suite 300, McLean, VA
(Address of principal executive offices and zip code)
Registrant's
telephone number, including area code:
(703) 902-2800
On December 31, 2002, Primus Telecommunications Group, Incorporated (the "Company") announced that it had signed an agreement to sell up to $42 million aggregate principal amount of convertible preferred stock to certain affiliates of AIG Capital Partners, Inc. and an additional institutional investor.
A copy of a press release dated December 31, 2002 announcing the transaction is attached hereto as Exhibit 99.3 and incorporated by reference herein.
| 4.1 | Certificate of Designation. | |
99.1 |
Stock Purchase Agreement dated as of December 31, 2002. |
|
99.2 |
Registration Rights Agreement dated as of December 31, 2002. |
|
99.3 |
Press Release of Primus Telecommunications Group, Incorporated dated December 31, 2002. |
2
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, thereunto duly authorized.
| PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED | ||||
Dated: December 31, 2002 |
By: |
|||
| Name: Neil Hazard | ||||
| Title: Executive Vice President and Chief Financial Officer |
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3
| 4.1 | Certificate of Designation. | |
99.1 |
Stock Purchase Agreement dated as of December 31, 2002. |
|
99.2 |
Registration Rights Agreement dated as of December 31, 2002. |
|
99.3 |
Press Release of Primus Telecommunications Group, Incorporated dated December 31, 2002. |