Edgar Filing: PRIMUS TELECOMMUNICATIONS GROUP INC

PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

Dated: June 8, 2007

/s/ Tracy B. Lawson

Tracy B. Lawson

Vice President – Corporate Controller (Principal Accounting Officer)

Form 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2007

PRIMUS TELECOMMUNICATIONS GROUP,

INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

0-29092

54-1708481

(State or other jurisdiction of

incorporation)

(Commission File No.)

(IRS Employer Identification No.)

7901 Jones Branch Drive, Suite 900, McLean, VA 22102

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (703) 902-2800

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02.

Unregistered Sales of Equity Securities.

On June 6, 2007, Primus Telecommunications Group, Incorporated (the “Company”) exchanged 6,000,000 shares of the Company’s common stock for $5.0 million principal amount of its Step Up Convertible Subordinated Debentures due August 2009 (the “Debentures”). The common stock was issued pursuant to an exemption under Section 3(a)(9) of the Securities Act of 1933, as amended. This exchange, and the resulting extinguishment of $5.0 million in Debentures, reduces the outstanding principal of the Debentures to $22.5 million. The Company will save approximately $0.8 million in interest to maturity as a result of this extinguishment.

SIGNATURE

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 hereunto duly authorized.