VEON Ltd. — Regulatory Filings 2010

Apr 27, 2010

S-8 1 ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on April 27, 2010

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

V IMPEL C OM L TD .

(Exact name of registrant as specified in its charter)

Bermuda	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

VimpelCom Ltd.

Strawinskylaan 3051

1077 ZX

Amsterdam, the Netherlands

+31 20 301 2240

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

VimpelCom 2010 Stock Option Plan

Amended and Restated VimpelCom 2000 Stock Option Plan

(Full title of the plans)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, NY 10011

+1 (212) 894 8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Daniel G. Walsh, Esq.

Akin Gump Strauss Hauer & Feld

Eighth Floor

Ten Bishops Square

London, England E1 6EG

Telephone: +44 20 7012 9600

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.

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

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Common Shares ($0.001 par value)	13,486,000	$18.47	$249,086,420	$17,759.86

(1) This Registration Statement registers the issuance of an aggregate of 13,486,000 common shares, par value $0.001 per share, in the capital of VimpelCom Ltd. (the “Common Shares”), of which 6,486,000 Common Shares are issuable pursuant to the VimpelCom 2000 Stock Option Plan and 7,000,000 Common Shares are issuable pursuant to the VimpelCom 2010 Stock Option Plan.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered such indeterminate number of Common Shares which may become issuable as a result of a stock split, stock dividend or similar transaction effected without the receipt of consideration which results in an increase in the number of Common Shares outstanding.

(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act. The above calculation is based on the average of the high and low prices of the American depositary shares of VimpelCom Ltd. evidenced by American depositary receipts, each representing one Common Share, as reported on the New York Stock Exchange on April 22, 2010.

Unless we state otherwise or the context indicates otherwise, all references in this registration statement to “Company,” “Registrant,” “we,” “us,” and “our” or similar terms refer to VimpelCom Ltd.

EXPLANATORY NOTE

On October 4, 2009, Altimo Holdings & Investments, Telenor East Invest AS and certain of their affiliates entered into a Share Exchange Agreement, pursuant to which we made an offer to shareholders of Open Joint Stock Company “Vimpel-Communications,” an open joint stock company organized and existing under the laws of the Russian Federation (“OJSC VimpelCom”), to acquire OJSC VimpelCom’s issued and outstanding American Depositary Shares (“ADSs”), common shares and preferred shares, in exchange for our depositary receipts (“VimpelCom Ltd. DRs”) evidencing depositary shares, each of which represents one Common Share or nominal cash consideration (the “Exchange Offer”), as further described in the Share Exchange Agreement.

Upon the closing of the Exchange Offer on April 21, 2010, each option (the “OJSC VimpelCom Option”) to purchase one share of the common stock, par value 0.5 kopecks per share, of OJSC VimpelCom (“OJSC VimpelCom Common Shares”) that is outstanding and unexercised under the Amended and Restated VimpelCom 2000 Stock Option Plan, as amended (the “VimpelCom 2000 Stock Option Plan”), as of immediately prior to the closing of the Exchange Offer is, pursuant to Section 7 of the VimpelCom 2000 Stock Option Plan, deemed to be exchanged for 20 options (the “VimpelCom Ltd. Options”), each to purchase one Common Share, with an exercise price per VimpelCom Ltd. Option equal to the exercise price of each OJSC VimpelCom Option, divided by 20.

The VimpelCom Ltd. Options will continue to be governed by the VimpelCom 2000 Stock Option Plan, provided that effective upon the closing of the Exchange Offer, (i) all references to “Shares” under the VimpelCom 2000 Stock Option Plan and any applicable award agreement shall be deemed references to Common Shares, (ii) all references to “ADSs” under the VimpelCom 2000 Stock Option Plan shall be deemed references to VimpelCom Ltd. DRs, (iii) all references to VimpelCom under the VimpelCom 2000 Stock Option Plan shall be deemed references to VimpelCom Ltd. and (iv) all references to the “Committee” under the VimpelCom 2000 Stock Option Plan shall be deemed references to the Compensation Committee of the Board of Directors of VimpelCom Ltd., (v) the maximum number of Common Shares that shall be made the subject of options under the VimpelCom 2000 Stock Option Plan shall be deemed to be 21,000,000 and (vi) (except with respect to OJSC VimpelCom Options granted prior to completion of the Exchange Offer) all references to the “NYSE Fair Market Value” on any date shall mean “the higher of (1) the 30 trading day average of closing sales prices of the VimpelCom Ltd. DRs (or, if the VimpelCom Ltd. DRs have been trading for less than 30 trading days, then the average of closing sales prices for the period since the start of VimpelCom Ltd. DR trading), or (2) the closing sales prices of the VimpelCom Ltd. DRs on such day on the New York Stock Exchange or such other exchange or market quotation system on which the VimpelCom Ltd. DRs are then traded, as adjusted for the ratio of VimpelCom Ltd. DRs per Common Share; provided that if VimpelCom Ltd. DRs are not traded on such date, then the closing sales prices of the VimpelCom Ltd. DRs on the day last traded.”

Our Board of Directors has also adopted the VimpelCom 2010 Stock Option Plan pursuant to which we intend to grant options to purchase Common Shares to our and our affiliates’ employees, officers, directors and consultants.

We are filing this Registration Statement on Form S-8 relating to our Common Shares issuable pursuant to the VimpelCom 2010 Stock Option Plan and the VimpelCom 2000 Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. Plan Information.*

ITEM 2. Registration Information and Employee Plan Annual Information.*

• The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The SEC allows us to “incorporate by reference” into this registration statement certain information we file with it. The information we incorporate by reference is part of this registration statement, and later information we file with the SEC will automatically update and supersede this information. The following documents filed with the SEC are incorporated by reference in this registration statement:

• the Registrant’s prospectus filed with the SEC on March 26, 2010 pursuant to Rule 424(b) under the Securities Act (Registration Number 333-164770);

• the description of the securities to be registered as set forth in the section entitled “ Share Capital, Corporate Governance and Shareholders Rights ” in the Registrant’s Registration Statement on Form F-4 (File No. 333-164770), filed with the SEC on February 8, 2010, as amended from time to time.

We also are incorporating by reference any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is complete.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this registration statement.

ITEM 4. Description of Securities.

Not Applicable.

ITEM 5. Interests of Named Experts and Counsel.

Not Applicable.

ITEM 6. Indemnification of Directors and Officers.

Pursuant to our restated bye-laws and indemnification agreements that we have entered into or intend to enter into with all of our directors and officers, we will indemnify and hold harmless our directors and officers from and against all actions, costs, charges, liabilities, losses, damages and expenses in connection with any act done, concurred in or omitted in the execution of our business, or their duty, or supposed duty, or in their respective offices or trusts, to the extent authorized by law. We may also advance moneys to our directors and officers for costs, charges and expenses incurred by any of them in defending any civil or criminal proceedings. The foregoing indemnities will not apply (and any funds advanced will be required to be repaid) with respect to a director or officer if any allegation of fraud or dishonesty is proved against such director or officer.

Additionally, we have obtained insurance on behalf of our directors and offers for liability arising out of their actions in their capacity as directors and officers.

ITEM 7. Exemption From Registration Claimed.

Not Applicable.

ITEM 8. Exhibits.

Exhibit No.	Description
4.1	Form of Deposit Agreement (common shares) between VimpelCom Ltd. and The Bank of New York Mellon, as depositary (incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form F-4 of VimpelCom Ltd., filed February 8, 2010).
4.2	Bye-laws of VimpelCom Ltd. adopted on April 20, 2010.
4.3	VimpelCom 2010 Stock Option Plan.
4.4	VimpelCom 2000 Stock Option Plan.
5.1	Opinion of Wakefield Quin.
23.1	Consent of Ernst & Young LLC, as auditors of the financial statements of OJSC VimpelCom and Golden Telecom.
23.2	Consent of Ernst & Young Audit Services LLC, as auditors of the financial statements of Kyivstar.
23.3	Consent of Wakefield Quin (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).

ITEM 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 registration to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, the Netherlands, on April 27, 2010.

VimpelCom Ltd.
By:	/ S / A LEXANDER V.
I ZOSIMOV
Name:	Alexander V. Izosimov
	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Alexander V. Izosimov the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agents full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/ S / A LEXANDER V.
I ZOSIMOV	Chief Executive Officer	April 27, 2010
(Alexander V. Izosimov)
/ S / J O L UNDER	Chairman of the Board	April 27, 2010
(Jo Lunder)
/ S / J ON F REDRIK B AKSAAS	Director	April 27, 2010
(Jon Fredrik Baksaas)
/ S / M IKHAIL F RIDMAN	Director	April 27, 2010
(Mikhail Fridman)
/ S / D R . H ANS P ETER K OHLHAMMER	Director	April 27, 2010
(Dr. Hans Peter Kohlhammer)
/ S / O LEG M ALIS	Director	April 27, 2010
(Oleg Malis)
/ S / L EONID N OVOSELSKY	Director	April 27, 2010
(Leonid Novoselsky)

Signature	Title	Date
/ S / A LEXEY R EZNIKOVICH	Director	April 27, 2010
(Alexey Reznikovich)
/ S / O LE B JØRN S JULSTAD	Director	April 27, 2010
(Ole Bjørn Sjulstad)
/ S / J AN E DVARD T HYGESEN	Director	April 27, 2010
(Jan Edvard Thygesen)

By:
Donald J. Puglisi, Managing Director