Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on July 29, 2009

Registration No. 333-56557

 

 

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

 

 

PRIMUS TELECOMMUNICATIONS

GROUP, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   54-1708481

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

7901 Jones Branch Drive

McLean, VA 22102

(Address of Principal Executive Offices)

 

 

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

TRESCOM INTERNATIONAL STOCK OPTION PLAN

(Full Title of Plan)

 

 

K. Paul Singh

President and Chief Executive Officer

Primus Telecommunications Group, Incorporated

7901 Jones Branch Drive

McLean, Virginia 22102

Telephone: (703) 902-2800

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

 

 

With a copy to:

Casey T. Fleck, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, CA 90071

Telephone: (213) 687-5341

Facsimile: (213) 687-5600

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b–2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 


DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) is filed by Primus Telecommunications Group, Incorporated (the “Company”) and amends the registration statement on Form S-8 (File No. 333-56557) filed with the Securities and Exchange Commission on June 10, 1998 (the “Registration Statement”) registering 375,836 shares of the Company’s common stock, $0.01 par value per share (the “Old Common Stock”), issuable under the Primus Telecommunications Group, Incorporated Trescom International Stock Option Plan (the “Equity Plan”).

As previously disclosed, on March 16, 2009, the Company and three of its subsidiaries each filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for reorganization relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”). On June 12, 2009, the Bankruptcy Court entered an order confirming the Joint Plan of Reorganization of Primus Telecommunications Group, Incorporated and its Affiliate Debtors (the “Plan”). On July 1, 2009 (the “Effective Date”), the Company and its affiliate debtors consummated their reorganization under the Bankruptcy Code and the Plan became effective. Pursuant to the Plan, the Old Common Stock and all outstanding grants under the Equity Plan were cancelled as of the Effective Date. Accordingly, the Company is filing this Post-Effective Amendment to deregister all securities included in the Registration Statement that were not previously issued under the Equity Plan.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean, State of Virginia, on July 27, 2009.

 

Primus Telecommunications Group, Incorporated
By:  

/s/ Thomas R. Kloster

Name:   Thomas R. Kloster
Title:   Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatory

  

Title

  

Date

/s/ K. Paul Singh

   President, Chief Executive Officer and    July 27, 2009
K. Paul Singh    Director (Chairman)   

/s/ John F. DePodesta

   Executive Vice President, Secretary, Chief    July 27, 2009
John F. DePodesta   

Legal Officer, Chief Corporate Development

Officer and Director

  

/s/ Thomas R. Kloster

   Chief Financial Officer and Assistant Secretary    July 27, 2009
Thomas R. Kloster      

/s/ Peter D. Aquino

   Director    July 27, 2009
Peter D. Aquino      

/s/ Neil S. Subin

   Director    July 27, 2009
Neil S. Subin      

/s/ John B. Spirtos

   Director    July 27, 2009
John B. Spirtos