HC2 Holdings, Inc. – ‘S-3MEF’ on 10/12/99

On:  Tuesday, 10/12/99   ·   Effective:  10/12/99   ·   Accession #:  928385-99-3034   ·   File #s:  333-86839, 333-88789

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Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities                  4     21K 
 2: EX-5.1      Opinion re: Legality                                   2     13K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-23.2     Consent of Experts or Counsel                          1      5K 
 5: EX-23.4     Consent of Experts or Counsel                          1      6K 

S-3MEF   —   Registration of Additional Securities
Document Table of Contents

S-3MEF
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As filed with the Securities and Exchange Commission on October 12, 1999
                                                 Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------- 
FORM S-3
REGISTRATION STATEMENT
Under 
THE SECURITIES ACT OF 1933

--------------- 
Primus Telecommunications Group, Incorporated 
(Exact name of registrant as specified in its charter)

--------------- 
Delaware                      4813                    54-1708481
  (State of                   (Primary                (I.R.S. Employer
   Incorporation)                Standard             Identification Number)
Industrial  
Classification  
Code Number)  
--------------- 
1700 Old Meadow Road, Suite 300 
McLean, Virginia 22102
(703) 902-2800
(Address, including zip code, and telephone number, 
including area code, of registrant's principal executive offices) 
--------------- 
K. Paul Singh 
Chairman, President and Chief Executive Officer 
1700 Old Meadow Road, Suite 300 
McLean, Virginia 22102
(703) 902-2800
(Name, address, including zip code, and telephone number, 
including area code, of agent for service)
--------------- 
With Copies to: 

    James D. Epstein, Esquire              Edward P. Tolley III, Esquire
      Pepper Hamilton LLP                   Simpson Thacher & Bartlett
  3000 Two Logan Square                     425 Lexington Avenue
    18th and Arch Streets                   New York, New York 10017
Philadelphia, Pennsylvania 19103                   (212) 455-2000       
(215) 981-4000                                        
--------------- 
Approximate Date of Commencement of Proposed Sale to the Public: As soon as 
practicable after this Registration Statement becomes effective.                
--------------- 
If the only securities being registered on this form are being offered    
pursuant to dividend or interest reinvestment plans, please check the following 
box. [_]                                                                        
 If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or         
interest reinvestment plans, check the following box. [_]                       

If this form is filed to register additional securities for an offering   
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [X] Registration No. 333-86839    

If this form is a post-effective amendment filed pursuant to Rule 462(c)  
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]                                             

--------------- 
Calcultion of Registration Fee  

                                                        [Enlarge/Download Table]

                                                          Proposed                                                                 
                                                           Maximum                                                                 
Title of Each Class of                                    aggregate                  Amount of                                     
Securities to be Registered                             Offering Price           Registration Fee                                  
                                                                                                                                   
Common stock, par value $.01 per share................. $34,500,000(1)               $9,591                                        

------------                                                                                                                       
(1)  Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of calculating the registration fee.


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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

This registration statement is being filed with the Securities and  
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 by 
Primus Telecommunications Group, Incorporated. This registration statement      
relates to the public offering of Primus' common stock contemplated by the      
Registration Statement (No. 333-86839) on Form S-3, amended by Amendment No. 1  
thereto filed on September 17, 1999 and Amendment No. 2 thereto filed on        
October 7, 1999, and as declared effective on October 8, 1999 (the "Prior       
Registration Statement"). This registration statement is being filed for the    
sole purpose of increasing the maximum aggregate offering price of shares       
being sold in the offering by $34,500,000, to $207,000,000 from $172,500,000.   
The contents of the Prior Registration Statement are hereby incorporated by     
reference.                                                                      

Item 16. Exhibits                                                               

5.1     Opinion of Pepper Hamilton LLP                                          
23.1    Consent of Deloitte & Touche LLP                                        
23.2    Consent of Ernst & Young LLP                                            
23.3    Consent of Pepper Hamilton LLP (included in Exhibit 5.1)                
23.4    Consent of KPMG LLP                                                     
24.1    Powers of Attorney (Incorporated by reference to Registration Statement 
No. 333-86839 on Form S-3)                                      

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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 pursuant to Rule 462(b) and has duly caused this        
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in McLean, Virginia on October 12, 1999.                       

                                    Primus Telecommunications Group,
                  Incorporated

                                       /s/ K. Paul Singh
                                         By: _________________________________
                                           K. Paul Singh
                                           Chairman, President and Chief
                                           Executive Officer

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement pursuant to Rule 462(b) has been signed by the following persons in   
the capacities and on the dates indicated.                                      

                                                                [Download Table]

              Signature                          Title                Date       
              ---------                          -----                ----       

                                                                                 
        /s/ K. Paul Singh              Chairman, President and   October 12, 1999
______________________________________  Chief Executive Officer                  
            K. Paul Singh               (principal executive                     
                                        officer) and Director                    

        /s/ Neil L. Hazard             Executive Vice President  October 12, 1999
______________________________________  and Chief Financial                      
            Neil L. Hazard              Officer (principal                       
                                        financial officer and                    
                                        principal accounting                     
                                        officer)                                 

                  *                    Executive Vice President  October 12, 1999
______________________________________  and Director                             
          John F. DePodesta                                                      

                  *                             Director         October 12, 1999
______________________________________                                           
            Herman Fialkov                                                       

                  *                             Director         October 12, 1999
______________________________________                                           
          David E. Hershberg                                                     

                  *                             Director         October 12, 1999
______________________________________                                           
             John Puente                                                         

                  *                             Director         October 12, 1999
______________________________________                                           
           Douglas M. Karp                                                       

/s/ Neil L. Hazard                                              
* By: ___________________________                                               
Neil L. Hazard                                          
Attorney-in-fact                                        

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INDEX OF EXHIBITS 

Exhibit No.                             Description                             
-----------                             -----------                             

5.1         Opinion of Pepper Hamilton LLP regarding the validity of the
securities being registered.                    

23.1         Consent of Deloitte & Touche LLP.                            

23.2         Consent of Ernst & Young LLP.                                

23.3         Consent of Pepper Hamilton LLP (included in Exhibit 5.1).    

23.4         Consent of KPMG LLP.                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		10/12/99		1		3
		10/8/99		2					S-3/A
		10/7/99		2
		9/17/99		2					S-3/A
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