<HTML>
<HEAD>
<TITLE>sv8</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As
filed with the Securities and Exchange Commission on November&nbsp;13, 2007</B>
</DIV>
<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Registration No.&nbsp;333-</B><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>

<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>

<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>Form&nbsp;S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>Golden Telecom, Inc.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>51-0391303</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation of organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>Representation Office of Golden TeleServices, Inc. <BR>
1 Kozhevnichesky Proezd <BR>
Moscow, Russia</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom"><B>115114</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>1999 Golden Telecom, Inc. Equity Participation Plan</B><BR>
(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Julia Marx<BR>
Golden Telecom, Inc.<BR>
2831 29<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Street, NW<BR>
Washington, D.C. 20008</B><BR>
(Name and address of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(202)&nbsp;332 &#151; 5997</B><BR>
(Telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><I>Copies to:</I></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>William Greason, Esq. <BR>
Chadbourne &#038; Parke LLP <BR>
30 Rockefeller Plaza <BR>
New York, NY 10112<BR>
(212)&nbsp;408-5527</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Ilya Smirnov, Esq.<BR>
Representation Office of Golden TeleServices, Inc.<BR>
1 Kozhevnichesky Proezd<BR>
Moscow, Russia 115114<BR>
(011-7-495) 797-9300</B></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 3pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon exercise of the options
granted under the 1999 Golden Telecom, Inc. Equity Participation Plan (the &#147;Plan&#148;), but in no event
prior to the effective date of this Registration Statement.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box <FONT face="Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any of the securities being registered on this Form are being offered on a delayed or
continuous basis pursuant to Rule&nbsp;415 under the Securities Act of 1933, please check the following
box. <FONT face="Wingdings">&#254;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. <FONT face="Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If this Form is 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. <FONT face="Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If delivery of the Prospectus is expected to be made pursuant to Rule&nbsp;434, please check the
following box. <FONT face="Wingdings">&#111;</FONT>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Proposed Maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Offering Price Per Share</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Proposed Maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left">Title of Securities to be Registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Amount to be Registered (1)</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Price (2)</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Aggregate Offering&nbsp; (2)</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Registration Fee</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock Par Value $0.01 per
share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">1,000,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$100.38</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$100,380,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$3,082</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>The 1,000,000 shares of common stock being registered are additional shares which were added to
the 1999 Golden Telecom, Inc. Equity Participation Plan by amendment adopted by the Company&#146;s
shareholders on May&nbsp;17, 2007.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act on the basis of the average of the bid and ask prices of the common stock
of Golden Telecom, Inc. reported on the NASDAQ Global Select Market on November&nbsp;6, 2007.</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON
FILING IN ACCORDANCE WITH RULE 462 UNDER THE SECURITIES ACT.
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>

</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The prospectus (the &#147;Prospectus&#148;), containing information required by Part&nbsp;I of Form S-8 and
related to this Registration Statement on Form S-8 is omitted from this Registration Statement in
accordance with the Note to Part&nbsp;I of Form S-8. The Prospectus will also be used in connection with
the offer and sale of shares of Golden Telecom, Inc. (the &#147;Company&#148; or &#147;GTI&#148;)
registered under the Registration Statement on
Form S-8 filed on July&nbsp;17, 2000 (File No.&nbsp;333-41542) and the Registration Statement on Form S-8
filed on October&nbsp;23, 2001 (File No.&nbsp;333-72036).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement includes a reoffer prospectus, prepared in accordance with the
requirements of Form S-3 (the &#147;Reoffer Prospectus&#148;), which may be used for the offer and sale of
securities registered hereunder, and in accordance with Rule&nbsp;429 of the Securities Act of 1933, as
amended, the offer and sale of securities registered under the Registration Statement on Form S-8
filed on July&nbsp;17, 2000 (File No.&nbsp;333-41542) and the Registration Statement on Form S-8 filed on
October&nbsp;23, 2001 (File No.&nbsp;333-72036) by certain officers and directors of GTI who may be deemed to be &#147;affiliates&#148; of GTI, as that term is defined in
Rule&nbsp;405 under the Securities Act of 1933, as amended.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS</B>
</DIV>


<DIV align="Center" style="font-size: 18pt; margin-top: 6pt">&#091;GOLDEN TELECOM&#153;&#093;

</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><B>Common Stock</B>
</DIV>


<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to offers and sales by certain of our officers and directors (also
called Selling Stockholders) who may be deemed to be &#147;affiliates&#148; of the Company, as defined in
Rule&nbsp;405 under the Securities Act of 1933, as amended, of shares of our common stock that have or
may be acquired by such person upon exercise of incentive stock options, upon the exercise
of nonqualified stock options or the vesting of restricted shares granted pursuant to our 1999 Equity
Participation Plan.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares covered by this prospectus may be offered and sold from time to time by or on behalf of
the Selling Stockholders through brokers on the NASDAQ Global Select Market, on the over the
counter market, in privately negotiated transactions or otherwise at the prices prevailing at the
time of such sales or at negotiated prices. No specified brokers or dealers have been designated
by the Selling Stockholders and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may be offered
pursuant to this prospectus, however, Merrill Lynch, Pierce, Fenner &#038; Smith Incorporated were
appointed by the Company as broker for the cashless exercise of the incentive stock options or
nonqualified stock options or the sales of restricted shares granted pursuant to our 1999 Equity Participation Plan. The net
proceeds to the Selling Stockholders will be the proceeds received by them upon such sales, less
brokerage commissions, if any. We will pay all expenses of preparing and reproducing this
prospectus, but will not receive any of the proceeds from sales by any of the Selling Stockholders.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing in our common stock involves risks that are described in the &#147;Risk Factors&#148; section
commencing on page 7 of this prospectus.</B>
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
date of this prospectus is November&nbsp;13, 2007.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ABOUT THIS PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>You may rely only on the information incorporated by reference or contained in this
prospectus. We have not authorized anyone to provide information different from that contained in
this prospectus or any supplement. Neither the delivery of this prospectus nor sale of the shares
of common stock means that information contained in this prospectus is correct after the date of
this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these
shares of common stock in any circumstances under which the offer or solicitation is unlawful. You
should not assume that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of the document.</B>
</DIV>
<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Page</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">ABOUT THIS PROSPECTUS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">4</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">PROSPECTUS SUMMARY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">5</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">INFORMATION WE INCORPORATE BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">5</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">WHERE YOU CAN FIND MORE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">6</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">7</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">FORWARD LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">13</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">14</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">16</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">17</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">INDEMNIFICATION OF DIRECTORS AND OFFICERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">17</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">17</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#112">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">17</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h51338exv5.htm">Opinion of Ilya Smirnov</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h51338exv23w1.htm">Consent of Ernst & Young LLC</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This summary contains basic information about this offering. This summary may not contain all
the information that may be important to you. You should read the entire prospectus, including the
section entitled &#147;Risk Factors&#148; and the documents incorporated by reference herein, before making
an investment decision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Business Overview</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following information is qualified in its entirety by the more detailed information and
financial information appearing elsewhere in or incorporated by reference into this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a leading facilities-based provider of integrated telecommunication and Internet
services in major population centers throughout Russia and other countries of the Commonwealth of
Independent States (&#147;CIS&#148;). We offer voice, data and Internet services to corporations, operators
and consumers using our metropolitan overlay network in major cities throughout Russia, Ukraine,
Kazakhstan, and Uzbekistan, and via leased channels and inter-city fiber optic and satellite-based
networks. In addition, we offer mobile services in Moscow and the Moscow region, and
in the Ukrainian cities of Kiev and Odessa.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We organize our operations into four business segments, as follows:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Business and Corporate Services </I></B>Using our fiber optic and satellite-based networks in and
between major metropolitan areas of Russia, Ukraine and other countries of the CIS, we
provide business and corporate services including voice and data services to corporate
clients across all geographical markets and all industry segments, other than
telecommunications operators;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Carrier and Operator Services</I></B><I>. </I>Using our fiber optic and satellite-based networks in and
between major metropolitan areas of Russia, Ukraine and other countries of the CIS, we
provide a range of carrier and operator services including voice and data services to
foreign and Russian telecommunications and mobile operators;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Consumer Internet Services</I></B><B>. </B>Using our fiber optic and satellite-based networks, we
provide Internet access to the consumer market and web content offered through a family of
Internet portals throughout Russia, Ukraine, Kazakhstan, and Uzbekistan; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Mobile Services</I></B>. Using our mobile networks in Moscow, Kiev and Odessa, we provide mobile
services with value-added features, such as voicemail, roaming and messaging services on a
subscription and prepaid basis.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should consider all the information contained in this prospectus before making an
investment in the common stock. In particular, you should consider the factors described under
&#147;Risk Factors&#148;, on page 7 of this Prospectus.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION WE INCORPORATE BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Securities and
Exchange Commission (&#147;SEC&#148;) allows us to &#147;incorporate by reference&#148; the information we file with them, which means
that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus, and the information
that we file later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any further filings made with the SEC under
Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the
securities are sold or until we terminate this offering:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(a)&nbsp;the Registrant&#146;s Forms 8-K filed by the Registrant with the Commission on January
24, 2007, January&nbsp;25, 2007, February&nbsp;8, 2007, February&nbsp;27, 2007, March&nbsp;13, 2007, March
15, 2007, March&nbsp;22, 2007, March&nbsp;28, 2007, May&nbsp;8, 2007, May&nbsp;22, 2007, May&nbsp;25, 2007, May
31, 2007, July&nbsp;3, 2007, July&nbsp;19, 2007, July&nbsp;20, 2007, August&nbsp;9, 2007, August&nbsp;10, 2007,
October&nbsp;9, 2007 and November&nbsp;8, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(b)&nbsp;the Registrant&#146;s Forms 8-K/A filed by the Registrant with the Commission on May
30, 2007 and August&nbsp;9, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(c)&nbsp;the Registrant&#146;s annual report on Form 10-K for the year ending December&nbsp;31, 2006
filed by the Registrant with the Commission on March&nbsp;16, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(d)&nbsp;the Registrant&#146;s proxy statement filed by the Registrant with the Commission on April&nbsp;30,
2007,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(e)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q for the quarter ending March&nbsp;31,
2007 filed by the Registrant with the Commission on May&nbsp;15, 2007;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(f)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q/A for the quarter ending March&nbsp;31,
2007 filed by the Registrant with the Commission on August&nbsp;14, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(g)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q for the quarter ending June&nbsp;30,
2007 filed by the Registrant with the Commission on August&nbsp;14, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(h)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q for the quarter ending September
30, 2007 filed by the Registrant with the Commission on November&nbsp;9, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(i)&nbsp;the Registrant&#146;s Registration Statement on Form S-8 filed by the Registrant with
the Commission on July&nbsp;17, 2000; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(j)&nbsp;the Registrant&#146;s Registration Statement on Form S-8 filed by the Registrant with
the Commission on October&nbsp;23, 2001.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed or furnished by the Registrant pursuant to
Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered have been sold or which
deregisters all such shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing or furnishing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also incorporate by reference the description of the common stock of the Company contained
in the Company&#146;s Registration Statement dated April&nbsp;27, 2001 (File No.&nbsp;333-39260).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request a copy of these filings at no cost, by writing or telephoning us at the
following address:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Golden Telecom, Inc.<BR>
2831 29<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Street, NW<BR>
Washington, D.C. 20008<BR>
Attention: Julia Marx<BR>
Telephone: (202)&nbsp;332-5997
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely on the information incorporated by reference or provided in this prospectus.
We have not authorized anyone else to provide you with different information.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a Registration Statement (together with all amendments and exhibits
thereto, the &#147;Registration Statement&#148;) under the Securities Act with respect to the shares of
common stock being offered by this prospectus. This prospectus does not include all the
information set forth in the Registration Statement, and you should refer to the Registration
Statement for further information with respect to our company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith file periodic reports, proxy and information statements, and other information
with the SEC. The Registration Statement and all of these reports, proxy and information
statements, and other information filed by us with the SEC may be inspected and copied at the
Public Reference Room maintained at the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Copies of these materials may be obtained by mail from the Public Reference
Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The
SEC also maintains a web site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding registrants, such as Golden Telecom, Inc. that file
electronically with the SEC.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->6<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>You should carefully consider the following risks relating to us as well as other information
contained in this prospectus before deciding to invest in shares of our common stock. Our business,
financial condition or results of operations have been, and could be, materially adversely affected
by the following risks. The value of your investment may decrease and could result in a loss.</I>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Associated with Our Business</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We may encounter difficulties expanding and operating our business, including the integration of
acquired companies</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have experienced significant growth as a result of acquisitions and expect such growth to
continue. As we grow, it will become increasingly difficult and more costly to manage our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Acquisition transactions are accompanied by a number of risks, including risks related to:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT> </TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The consolidation of the operations and personnel of the acquired companies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The potential disruption of our ongoing business and distraction of management;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The introduction of acquired technology content or rights into our products and
unanticipated expenses related to such integration;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The potential negative impact on reported earnings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The possibility that revenues from acquired businesses and other synergies may not
materialize as anticipated;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The deterioration of relationships with employees and customers as a result of any
integration of new management personnel; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Contingent liabilities associated with acquired businesses, especially in the markets
where we operate.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may not be successful in addressing these risks or any other problems encountered in
connection with our completed and future acquisitions and our operating results may suffer as a
result of any failure to integrate these businesses with our existing operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we may encounter difficulties in building our networks with respect to:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Delivering services that are technically and economically feasible;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Financing increases in the regional network construction and development area;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Obtaining in a timely manner and maintaining licenses, permissions to operate
telecommunications equipment, frequency allocations and other governmental permissions
sufficient to provide services to our customers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Marketing our services in a large geographic area to new potential customers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Obtaining sufficient interconnect arrangements;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Meeting demands of local special interest groups;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Obtaining compliance certificates for our telecommunications equipment in a timely and
cost-efficient manner; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Obtaining adequate supplies of network equipment.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Reorganizations in the Ukrainian telecommunications sector may have strengthened the position of
the monopoly incumbent and may encourage unfair competition</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In preparation for a large-scale privatization of the telecommunications industry, the
Ukrainian government reorganized the state telecommunications sector so that Ukrtelecom, the state
telecommunications operator, holds all the government&#146;s interests in the telecommunications
industry. The Ukrainian government owns approximately 93% of Ukrtelecom and intends to partially
sell its stake in Ukrtelecom in 2007 or 2008. It is expected that the Ukrainian government will
continue to control at least 51% of Ukrtelecom&#146;s shares.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">The emergence of a single self-regulating Ukrainian telecommunications monopoly may have adverse
financial consequences for us because:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->7<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We may have no effective recourse against the state monopoly carrier since the state
regulator controls and manages the monopoly carrier and the judiciary system is severely
underdeveloped and cannot be relied upon to protect and enforce unfair competition;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A single Ukrainian self-regulating monopoly is able to create favorable market conditions
for itself and cause unfavorable conditions for us; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any subsequent privatization of Ukrtelecom may bring in strong management and resources
from a major telecommunications operator, increasing its competitive strengths.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Failure to obtain sufficient and reliable transmission capacity at reasonable costs could cause us
to incur losses</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, we have leased a substantial portion of our network transmission capacity under
agreements that generally have one to three-year fixed terms. We rely on third parties&#146; ability to
provide data transmission capacity to us. These third parties themselves, in turn, may be
receiving capacity from others. If our lease arrangements deteriorate or terminate and we are
unable to enter into new arrangements or if the entities from which we lease such capacity are
unable to perform their obligations under these arrangements, our cost structure, service quality
and network coverage could be adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently provide international switched voice, data and IP services in Russia by relying
on Rostelecom and Eurotel to provide leased transmission capacity within Russia. We rely on local
operators for last-mile access to end-users. These companies may be subject to political and
economic pressures not to lease capacity to foreign operators or competitors. Any changes in
regulation or policies that restrict us from leasing adequate capacity could have an adverse effect
on our business. Local telecommunications operators may, for business reasons or otherwise, resist
giving us access to the last mile.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The failure of Rostelecom, Eurotel, local operators or any other provider to comply with lease
arrangements or our inability to obtain other long-term leases on a timely basis or maintain
existing leases for fiber optic cable or transmission capacity would prevent us from deploying and
operating our network as planned. This could have a material adverse effect on our ability to
operate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our ability to provide our services is dependent on securing and maintaining interconnection
agreements with Svyazinvest, Ukrtelecom and other facilities providers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to provide telecommunications services depends on our ability to secure and
maintain interconnection agreements with Svyazinvest, Ukrtelecom and other incumbent owners of
networks. Since we do not currently anticipate owning all the facilities we need to operate our
networks, we will always rely on the telecommunications networks of other providers to some degree.
Interconnection is required to complete calls that originate on our networks but terminate outside
our networks, or that originate from outside our networks and terminate on our networks. Our
current interconnection agreements with incumbent operators expire in various years between 2007
and 2014. We have experienced substantial increases in interconnection costs with incumbent
operators. It is possible that in the future our interconnection agreements may not be renewed or
not renewed on a timely basis or on commercially reasonable terms, thus possibly having a material
adverse effect on our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In Russia, we are dependent on Svyazinvest for the provision of leased lines and/or
interconnect circuits used to connect our points of interconnection to our network backbones. A
failure by Svyazinvest to provide such leased lines and/or interconnect circuits in accordance with
our plans, or to satisfy our customers&#146; demands on certain routes, has in the past given rise to
capacity constraints in our network on certain routes. While we believe that these capacity
constraints have been eliminated, we may continue to experience capacity constraints until we
increase the number of points of interconnection to our network, allowing us to route a greater
proportion of traffic over our network.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In Ukraine, we are, to a great extent, dependent on Ukrtelecom for the provision of leased
lines and/or interconnect circuits used to connect our indirect access customers throughout
Ukraine. A failure by Ukrtelecom to provide such leased lines and/or interconnect circuits in
accordance with our plans, or to satisfy our customer demand on certain routes, could give rise to
capacity constraints in our network on certain routes in Ukraine if are not able to find an
alternative circuit&#146;s provider.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our network may not be able to support the growing demands of our customers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The uninterrupted operation of our networks is vital to our success. The stability of our
systems depends on our ability to provide sufficient capacity to meet the needs of our customers,
and that, in turn, depends on the integration of suitable technology into our networks. As we
continue to increase both the capacity and the reach of our networks, and as traffic volume
continues to grow, we will face greater demands and challenges in managing our circuit capacity and
traffic management systems. Any prolonged failure of our communications network or other systems or
hardware that causes significant interruptions to our operations could seriously damage our
reputation and result in customer attrition and financial losses.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely to a significant degree on the Russian and Ukrainian networks being able to deliver
our services, and the underdevelopment of such networks may hinder our ability to obtain sufficient
capacity for our traffic volumes, especially as we expand our Internet access business. Moreover,
it is increasingly difficult to expand within Moscow because the existing city network does not
have sufficient capacity, and we may be unable to procure enough telephone numbers and connection
lines for our customers utilizing our services. These factors may have a material adverse effect on
our expansion plans and our ability to provide services to new customers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Russian companies may be required to adopt a plan of liquidation when their net assets are negative</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Russian law, in the event the value of a company&#146;s net assets is less than the minimum
charter capital allowed by law, such company may be required to adopt a decision to liquidate.
Even if the company declines to approve its liquidation, governmental agencies responsible for the
State registration of companies, as well as other designated State bodies, for example, the Federal
Service for the Financial Markets, are authorized to bring a lawsuit seeking liquidation of the
company until the expiration of the relevant statute of limitation. Some of our subsidiaries had in
the past negative net asset values which could make them subject to the legal requirement to adopt
a plan of liquidation. Any voluntary or forced liquidation could have material adverse effect on
our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We may have difficulty scaling and adapting our existing architecture to accommodate increased
traffic and technology advances</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of the telecommunication network architecture that we employ and the architecture of
local public networks were not originally designed to accommodate levels or types of services we
provide and it is unclear whether current or future anticipated levels of traffic will result in
delays or interruptions in our services. In the future, we may be required to make significant
changes to our architecture, including moving to a completely new architecture, or we may be
required to invest in order to upgrade local public networks. If we are required to switch
architectures, we may incur substantial costs and experience delays or interruptions in our
operations. If we experience delays or interruptions in our operations due to inadequacies in our
current architecture or as a result of a change in architectures, users may become dissatisfied
with our services and move to competing providers. Any loss of traffic, increased costs,
inefficiencies or failures to adapt to new technologies and the associated adjustments to our
architecture could have a material adverse effect on our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We are in a competitive industry and our competitors may be more successful in attracting and
retaining customers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market for our products and services is competitive and we expect that competition,
especially in underdeveloped markets, will continue to intensify. As we expand the scope of our
offerings, we will compete directly with a greater number of competitors providing services in the
same markets. Negative competitive developments could have a material adverse effect on our
business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our competitors include incumbent Russian and Ukrainian operators, alternative operators,
mobile operators and other large international telecommunications providers doing business in the
CIS. Our competitors may have substantially greater resources, closer ties to governmental
authorities and longer operating histories. These advantages may give them a competitive edge over
alternative providers like us. This competition may result in a loss of customers, falling prices
and a decline in revenues.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are operating in recently liberalized markets in an evolving and highly competitive
industry. We expect our competitors to continually improve their products and services while also
reducing their prices. Our success will depend on our ability to compete effectively in this
environment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The telecommunications market in Russia has historically been dominated by Svyazinvest and in
Ukraine by Ukrtelecom, both being former state monopoly telecommunications services providers.
These companies and other established competitors have significant competitive advantages over us
which include:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Greater resources, market presence and network coverage;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Greater brand name recognition, customer loyalty and goodwill;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Control over domestic transmission lines and over access to these lines by other
participants; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Close ties to national and local regulatory authorities which may be reluctant to adopt
policies that would give rise to increased competition for Svyazinvest or Ukrtelecom.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Recently, Comstar strengthened its position in the market by receiving approximately $1
billion as a result of its IPO. MGTS is controlled by Comstar. As a result of this control,
Comstar has an advantage in broadband access. In 2006, Comstar
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">also purchased a 25% plus one share in Svyazinvest which means that it may be able to
influence the intra-zonal operators which compete with us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our existing billing and management information systems may not be able to meet our future needs</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may encounter difficulties in enhancing our billing and management information systems and
in integrating new technology into such systems. We have historically operated through distinct
companies, but we are in the process of integrating our billing and management information systems
so that we will be able to bill our customers and to manage other administrative tasks through
unified systems. If we are unable to integrate and upgrade our billing and management information
systems to support our integrated operations, our billing may suffer which could have a material
adverse effect on our revenues.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, in order to comply with the regulations that became effective January&nbsp;1, 2006, we
entered into service contracts with the local and intra-zonal operators to act as our regional
agents for the provision of Domestic Long Distance/International Long
Distance (&#147;DLD/ILD&#148;) services. In our operations outside Moscow and St. Petersburg,
we rely on our agents&#146; billing and information systems to provide information necessary to generate
invoices. Thus, we are subject to risks associated with verification and calculation of volumes of
long-distance services provided to end users, invoicing and revenue recognition. The absence in the
regulations of a mandatory provision for local and intra-zonal network subscriber information to be
shared with long-distance operators represents a substantial potential risk to us. This information
could be critical to our ability to properly record traffic transit from subscribers, calculate
charges for services rendered, and issue invoices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any damage to our network management center or our major switching centers could harm our
ability to monitor and manage network operations and generate accurate call detail reports from
which we derive our billing information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In our operations outside Moscow, Kiev and St. Petersburg, we rely on our ventures&#146; switches
to provide information necessary to generate invoices. We cannot ensure that their systems will
meet our needs or the needs of our customers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our ability to integrate and further develop certain acquired businesses will determine our ability
to develop our broadband strategy</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In February&nbsp;2007, we announced the closing of the acquisition of a 65% interest in Fortland
Limited, which owns 100% of Kolangon-Optim LLC (&#147;Kolangon&#148;). Kolangon and its six wholly-owned
subsidiaries hold permits to operate frequencies in the 8 MHz bandwidth in Moscow and St.
Petersburg. Kolangon also possesses a license to provide communications services for the purpose of
digital TV broadcasting. The successful development of this business depends on several factors,
including our ability to deploy transmitters and negotiate with television channels and large
content providers to secure access to content. If we are not able to deploy the transmitters in a
timely manner or receive content as we anticipate, our ability to expand our operations into this
market will be disrupted and our broadband strategy and business could be materially adversely
affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
May&nbsp;2007, we completed the acquisition of ZAO Cortec and its
subsidiaries (together &#147;Corbina Telecom&#148;). Corbina
Telecom offers several telecommunications services including Fiber-to-the-Building (&#147;FTTB&#148;)
broadband Internet services in several Russian cities. Our ability to develop broadband service
offerings in Moscow will depend on our ability to integrate Corbina Telecom into our operations and
to continue to build the business. The development of Corbina&#146;s business will continue to depend
on obtaining the necessary permits to install, upgrade and operate equipment and to commission
networks. Any difficulty or inability to fulfill such tasks could seriously disrupt our broadband
business and our ability to develop our broadband strategy. Our ability to develop broadband
service offerings will also depend on our ability to compete with companies that are substantially
owned by local authorities, which are the authorities that will be granting some of the necessary
permits and licenses. Our competitors may also attempt to disrupt such activities through
regulatory action or connections with regulatory agencies. If we do not successfully integrate and
develop Corbina Telecom, our ability to further develop our broadband strategy will be adversely
affected and our business could suffer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The integration of acquired businesses requires significant time and effort of our senior
management, who are also responsible for managing our existing operations. The integration of new
businesses may be difficult for a number of reasons, including differing management styles, systems
and infrastructure and poor records of internal controls. In addition, integrating acquired
companies may require significant capital expenditures. Further, even if we are successful in
integrating our existing and new businesses, expected synergies and cost savings may not
materialize, resulting in lower than expected profit margins. If we do not realize the expected
synergies and cost savings from the integration of newly acquired companies, our financial
condition, results of operations and prospects could be materially adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Failure to install our transmitter on Ostankino television tower in Moscow could disrupt our
television and media business plans</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Russian Television and Radio Broadcasting Network (&#147;RTRS&#148;) is the Russian agency responsible
for regulating the operations of television towers in the Russian Federation. We are currently
negotiating with RTRS to install a transmitter on the Ostankino television tower. If we are unable
to successfully negotiate with RTRS to allow us to install the transmitter on the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Ostankino tower then we will need to search for alternative towers on which to install our
transmitter. We are currently seeking alternative locations. Such searches may be time consuming and may force us to revise our business case for
our television and media business. Any such revision of our business plans for television and media
could disrupt our current business and future development plans for offering media and television
services and could have a negative impact on our future performance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We may encounter difficulties in fully complying with applicable laws due to confusion and
contradictions in the laws and legal structures of the countries where we operate</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The application of the laws of any particular country is not always clear or consistent. This
is particularly so in Russia, Ukraine and other CIS countries where the legislative drafting has
not always kept pace with the demands of the marketplace. These countries often have commercial
practices and legal and regulatory frameworks that differ significantly from those in the US and
other Western countries. As a result, it is often difficult to ensure that we are in compliance
with changing legal requirements. If we, any of our ventures, or any of our acquired companies are
found to be involved in practices that do not comply with local laws or regulations, then we may be
exposed, among other things, to significant fines, the risk of prosecution or the suspension or
loss of our licenses, frequency allocations, authorizations or various permissions, any of which
could have a material adverse effect on us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Russian Ministry of Telecommunications, the Ukrainian Telecommunications Committee and
Russian Rossvyaznadzor, a Russian governmental body that is responsible for the control and
supervision of information technology and communications, regularly check our compliance with the
requirements of the applicable legislation and our telecommunications licenses. We use our best
efforts to comply with all such requirements. However, we cannot assure you that in the course of
future inspections we will not be found to be in violation of the applicable legislation. Any such
finding could have a material adverse effect on our operations. For example, we received a warning
from Rossvyaznadzor that Sovintel should remedy certain alleged violations in traffic routing. The
allegation follows an inspection by Rossvyaznadzor of an independent operator. We have reviewed the
allegations and believe that we are in compliance with our licenses, however, we cannot be certain
that Rossvyaznadzor will agree with us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It may be difficult and prohibitively expensive for us to comply with applicable Russian
telecommunications regulations related to state surveillance of communications traffic. Currently,
Ukrainian authorities are also trying to implement state surveillance of communications traffic.
Full compliance with these regulations that allow the state to monitor voice and data traffic may
be overly burdensome, expensive and lead to a drop in quality of service. Noncompliance may lead to
the imposition of fines or penalties on us, or the revocation of our operating licenses. Further,
some customers may decline to utilize the services of a telecommunications provider whose networks
facilitate state surveillance of communications traffic.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;31, 2005, we received a DLD/ILD license in Russia which is valid until May&nbsp;31, 2012. On
January&nbsp;16, 2006, we announced that the construction of our FTN was completed in compliance with
the Telecommunications Law and our DLD/ILD license was finally confirmed by Rossvyaznadzor on
November&nbsp;27, 2006. On December&nbsp;15, 2006, the Russian Ministry of Telecommunications granted us
access codes to operate our FTN. We have obtained the required governmental permissions for
operation of all of the international and intercity communication transit nodes that are part of
the FTN. Prior to the construction of our FTN, we provided domestic and international long distance
services pursuant to other licenses. We believe that we were offering such services in compliance
with Russian regulations and legislation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If regulatory agencies and tax authorities consider that our routing of traffic or offering of
DLD/ILD services violated Russian regulations and legislation, we could be subject to license
suspensions, revocations, fines and penalties. Any of these events could have a material adverse
effect on our operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our telecommunications licenses may not be extended or may be suspended or revoked</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our telecommunications licenses expire in various years from 2007 to 2016. If renewed, our
licenses may contain additional obligations, including payment obligations, or may cover reduced
service areas. If our telecommunications licenses for provision of local, intercity, interzonal
and international telephone services are not renewed, our business could be adversely affected. In
addition, regulations adopted in furtherance of the Telecommunications Law, effective from January
1, 2006, provide that the Russian Ministry of Telecommunications may amend the conditions of a
license, which can negatively affect our business by increasing our costs for providing telephone
services. Depending on the growth of our business in other license areas, the failure to have any
other particular license renewed could also materially adversely affect our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we fail to completely fulfill specific terms of any of our telecommunications licenses
related to line and operational capacity, investment requirements, territorial or other technical
requirements, payment or reporting obligations, local registrations of our telecommunications
licenses, frequency permissions or other governmental permissions or if we provide our services in
a manner that violates applicable law, Rossvyaznadzor may suspend our licenses, frequency
permissions or other governmental permissions, or in the case of continued non-compliance, initiate
court proceedings for the revocation of our licenses. If any of our telecommunications licenses
are suspended or terminated or if extensions requested are not granted or action is taken against
our company or our subsidiaries to revoke a license, our business could be adversely affected.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>We may fail to obtain renewals or extensions of our frequency allocations for our earth stations
and other radio frequency equipment that we use in our operations</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our frequency allocations for most of our license areas expire on the expiration date of our
corresponding licenses. We cannot predict whether we will be able to obtain extensions of our
frequency allocations and whether extensions will be granted in a timely manner and without any
significant additional costs. It is possible that there could be a reallocation of frequencies
upon the expiration of existing allocations or the granting of frequency allocations for the same
channels as our frequency allocations, requiring that we coordinate the use of our frequencies with
the other license holders and/or experience a loss of quality in our network.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we fail to obtain renewals or extensions of our frequency allocations for parts of our
network based on radio frequencies, which expire on various dates, or if other license holders are
granted overlapping frequencies, our business could be adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Certain of our loan agreements contain restrictive covenants</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain of our loan agreements contain covenants limiting our ability to take certain actions
including to incur debt and assume debt and require us to maintain certain financial ratios.
Failure to comply with the covenants could cause a default and result in the debt becoming
immediately due and payable, which would materially adversely affect our business, financial
condition and results of operation.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Associated With Our Shareholder Structure</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our significant shareholders have other interests which may conflict with our interests</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we own 51% of Corbina we cannot assure you that the other shareholders in Corbina may
not have interests which conflict with ours. Further, some of our major shareholders have
commercial interests with other shareholders, including shareholders in Corbina. One of our
significant shareholders, Rostelecom, is one of our direct competitors. Two of our shareholders,
Alfa and Telenor, have ownership interests in Vimpelcom and Kyivstar, with whom we have commercial
relationships. Although we structure transactions so that they are at &#147;arm&#146;s length&#148;, we cannot be
certain that these shareholders will not apply pressure on us to enter into transactions which may
not be the most commercially favorable to us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Alfa&#146;s dispute with the Russian Ministry of Telecommunications may adversely affect our business</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It has been widely reported that Alfa is involved in a dispute with the IPOC Fund, which has
been allegedly associated with high-ranking officials at the Russian Ministry of
Telecommunications, regarding Alfa&#146;s ownership interest in the mobile operator Megafon. Should
that dispute continue or escalate then the Russian Ministry of Telecommunications may put pressure
on Alfa and its holdings. One of Alfa&#146;s other holdings is Vimpelcom, our largest customer. Should
the Russian Ministry of Telecommunications apply pressure on us or Vimpelcom, it could have serious
adverse effects on our operations and financial results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Certain disagreements between our shareholders may adversely affect our business</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On November&nbsp;14, 2005 in response to alleged breaches by Alfa of the provisions of the
Vimpelcom Shareholders Agreement, Telenor, commenced an arbitration proceeding against Alfa&#146;s
affiliates. Because of the dispute, Vimpelcom&#146;s Board of Directors has had difficulties agreeing
on several issues. Despite decisions of a Geneva arbitration panel, the dispute between the
parties continues. At the present time we do not know what impact this dispute between our two
largest shareholders may have on our business.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our significant shareholders have entered into a Shareholders Agreement whereby these shareholders
exercise substantial control over our Board of Directors</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In August&nbsp;2003, our major shareholders entered into a Shareholders Agreement which became
effective in December&nbsp;2003. Although the Shareholders Agreement and other agreements among the
shareholders reduce the chance for conflicts of interest, we cannot assure that any conflicts of
interest will be resolved in our favor. We cannot assure you that any group of directors will not
take any actions that may adversely affect the interests of minority shareholders. Further, if we
consummate any future acquisitions, such agreements may be amended or we and our shareholders may
enter into new agreements.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Associated With Our Shares of Common Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our ability to pay dividends on our common stock may be limited</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2005, our Board of Directors declared four dividends of $0.20 per common share each to
shareholders. In 2006, the Board of Directors declared three dividends of $0.20 per common share
each to shareholders. The Board of Directors has not declared any dividends in 2007. The Board of
Directors reviews our policy on dividends annually. Even if we continue to generate significant
cash flows in the future, our Board of Directors may elect to retain earnings for our future
development or for other reasons and, consequently, not declare a dividend. Further, if we raise
any capital in the future, we may be restricted from paying dividends under the terms of such
financings. In addition, the governments in the countries where we operate may devalue their
currencies and take other actions that may restrict the ability of our subsidiaries to declare and
pay dividends to us which in turn will limit our ability to pay dividends to our shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Our share price has been and may continue to be highly volatile</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
price of our shares has been subject to significant volatility since
our Initial Public Offering in 1999. In
addition, a number of particular factors may adversely affect the market price of our shares or
cause the market price to fluctuate and decline materially. These factors include:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Issues concerning the perceived risks of investing in Russia and the CIS, including
significant ownership of our shares by a company that is part of a large Russia-based
financial and industrial concern;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The limited number of our shares available for trading in public markets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The potential sale of any large blocks of our shares by our management or large
shareholders, including the shares issued as part of the consideration for the Corbina
transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Mergers and strategic alliances in the telecommunications industry; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><FONT style="font-family: Wingdings"><B>&#167;</B></FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Inconsistent or restrictive government regulation in the Russian and Ukrainian
telecommunications industries.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In recent years, the market for stock in technology, telecommunications and computer companies
has been highly volatile. This is particularly true for companies with relatively small
capitalization, such as ours.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FORWARD LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain statements contained in &#147;Management&#146;s Discussion and Analysis of Financial Condition
and Results of Operations&#148; and other parts of this document, including, without limitation, those
concerning (i)&nbsp;future acquisitions and capital expenditures for such acquisitions, including our
expectations to fund such requirements through cash on hand, cash from operations, proceeds from
additional equity and debt offerings, and debt financing activities,
including the $275.0&nbsp;million
loan facility, (ii)&nbsp;our plans to enter the media market, (iii)&nbsp;existing and potential tax claims,
(iv)&nbsp;the effects of existing and potential litigation, including our belief that Sovintel has not
violated its licenses over traffic routing and the provision of domestic and international
services, (v)&nbsp;projected traffic volumes, revenues and other growth indicators; (vi)&nbsp;anticipated
revenues and expenses, including capital expenditures to implement our long distance licenses and
federal transit network, (vii)&nbsp;conversion of SARs to options, (viii)&nbsp;our plans to provide new, more
technologically advanced services to customers, (ix)&nbsp;our competitive environment; (x)&nbsp;our plans to
develop FMC services in Ukraine; (xi)&nbsp;our intention to offer our services under the Golden Telecom
brand; (xii)&nbsp;our plans to roll-out our fixed-mobile convergent network in Ukraine; (xiii)&nbsp;our
intentions to expand our fiber optic capacity in Russia and Ukraine and add transmission capacity;
(xiv)&nbsp;our expectations regarding revenues and cost savings from our zonal networks, (xv)&nbsp;the impact
of critical accounting policies and estimates; (xvi)&nbsp;the growth and development of our operations
in key regions of Russia, (xvii)&nbsp;our growth strategy in our business segments; (xviii)&nbsp;the
political, regulatory and economic situation in the markets in which we operate and our
expectations regarding the markets in which we operate, (xix)&nbsp;the effect, cost and expected
benefits of utilizing our intercity and international licenses, including the implementation of our
federal transit
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">network, (xx)&nbsp;expectations regarding deferred taxation, and (xxi)&nbsp;the development and
deployment of our broadband and related WiFi technology strategies including the roll-out of our
FTTB networks, are forward-looking and concern our projected operations, economic performance and
financial condition. These forward-looking statements are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. It is important to note that such
statements involve risks and uncertainties and that actual results may differ materially from those
expressed or implied by such forward-looking statements. Among the key factors that have a direct
bearing on the Company&#146;s results of operations, economic performance and financial condition are
the commercial and execution risks associated with implementing the Company&#146;s business plan, our
ability to enter the media market, our conversion of Stock
Appreciation Rights to options, use of debt for possible
future acquisitions, the potential effect of the regulatory regime on our operations, the
utilization of our intercity and international licenses including development of our federal
transit network and the cost of such development, our ability to effectively operate our zonal
networks or interconnect with zonal operators, our ability to integrate recently acquired companies
into our operations, any adverse court rulings regarding licenses or other matters, the development
of our broadband and related WiFi technology strategies including the development of our FTTB
networks, our ability to roll out our fixed-mobile convergent network in Ukraine, the political,
economic and legal environment in the markets in which the Company operates, increasing
competitiveness in the telecommunications and Internet-related businesses that may limit growth
opportunities, and increased and intense downward price pressures on some of the services that we
offer. These and other factors are discussed herein under &#147;Management&#146;s Discussion and Analysis of
Financial Condition and Results of Operations&#148; and elsewhere in this Report.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional information concerning factors that could cause results to differ materially from
those in the forward-looking statements are contained in the Company&#146;s filings with the United
States Securities and Exchange Commission and especially in the Risks Factor Sections therein,
including, but not limited to, the Company&#146;s report on Form 10-K for the year ended December&nbsp;31,
2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not always, through the
use of words or phrases such as &#147;will likely result,&#148; &#147;are expected to,&#148; &#147;estimated,&#148; &#147;intends,&#148;
&#147;plans,&#148; &#147;projection&#148; and &#147;outlook&#148;) are not historical facts and may be forward-looking and,
accordingly, such statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in the forward-looking statements.
Accordingly, any such statements are qualified in their entirety by reference to, and are
accompanied by, the factors discussed throughout this Report and investors, therefore, should not
place undue reliance on any such forward-looking statements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, any forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors may emerge from time to time, and it is
not possible for management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the Company&#146;s business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information regarding ownership of our common stock and
rights to acquire common stock by each of the Selling Stockholders under this prospectus as of
November&nbsp;7, 2007. For the purposes of this table, a person or group of persons is deemed to have
&#147;beneficial ownership&#148; of any shares which such person or group has the right to acquire within 60
days after such date, but such shares are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders may sell their shares in the over-the-counter market, in the Nasdaq
Global Select Market, in privately negotiated transactions or otherwise. Shares will be sold at
market prices prevailing at the time of sale, at prices related to such prevailing market price or
at negotiated prices. Transferees of these stockholders or other persons acquiring shares,
including brokers who borrow the shares to settle short sales of the common stock, may also use
this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders will receive all of the net proceeds from the sales of shares and
will pay any underwriting discounts and selling commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus covers shares of our common stock that have or may be acquired by the Selling
Stockholders upon exercise of incentive stock options, the exercise of non-qualified stock options
or the vesting of restricted shares granted pursuant to the Plan held as of November&nbsp;7, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There are set forth in the following table opposite the name of each of the Selling
Stockholders:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Shares of common stock beneficially owned&#148;, the shares of our common stock
beneficially owned by the Selling Stockholder on November&nbsp;7, 2007, including shares of our
common stock (if any) of which the Selling Stockholder</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>had the right on such date to acquire beneficial ownership pursuant to the exercise on or before
January&nbsp;7, 2008 of options that we have granted or the vesting of restricted shares;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Shares awarded under the Plan or
which may be acquired and offered&#148;, the shares of our common stock which have been acquired or may be acquired upon exercise of
options or the vesting of restricted shares under the Plan.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Shares of common stock to be owned after the completion of the offering&#148;,
the shares of our common stock to be beneficially owned by the Selling Stockholder after
completion of the offering, based on the number of shares owned on November&nbsp;7, 2007.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain options granted pursuant to the Plan may be transferred to a member of a Selling
Stockholder&#146;s immediate family or to a trust for the benefit of such immediate family members. The
names of such transferees and the number of award shares that may be offered by them under the
Prospectus will be included in a supplement when such information becomes known. The information
as to security holdings is based on information that we receive from the Selling Stockholders and
from our Compensation Committee.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Shares</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">awarded under</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">the Plan or</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Shares of common</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Shares of common</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">which may be</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">stock to be owned</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Present principal position</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">stock beneficially</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">acquired and</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">after completion of</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Selling Stockholders</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">with us or affiliates</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">owned (a)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">offered (b)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">offering</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="13" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Peter Aven
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">811</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,491</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Vladimir Bulgak
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,081</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,761</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kevin Cuffe
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Managing
Director, Business and
Consumer Solutions
Business Unit
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">27,375</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">45,500</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Patrick Gallagher
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,081</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,761</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thor Halvorsen
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">680</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David Herman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,081</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,761</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kjell Johnsen
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">811</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,491</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Oleg Malis
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">811</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,491</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alexey Reznikovich
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">680</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David Smyth
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,081</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">1,761</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alexey Subbotin
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director of Investor
Relations
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">11,252</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">25,000</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Boris Svetlichny
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President,
Chief Financial Officer
and Treasurer
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">32,500</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">80,000</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">200</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jean-Pierre Vandromme
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer
and Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">67,334</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">134,000</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alexander Vinogradov
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">64,954</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">64,954</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Michael Wilson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice-President, Corporate
Controller and Principal
Accounting Officer
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">8,928</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">23,928</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">20</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
    <TD valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ilya Smirnov
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, General
Counsel and Corporate
Secretary
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">16,875</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">35,000</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">&#151;</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Included in this column are the number of shares of our common stock which the Selling
Stockholder has the right to acquire beneficial ownership of pursuant to the exercise or the
vesting of restricted shares on or before January&nbsp;7, 2008 of options or restricted shares that we
granted, as follows: Peter Aven, 811; Vladimir Bulgak, 1,081; Kevin Cuffe, 27,375; Patrick
Gallagher, 1,081; Thor Halvorsen, 0; David Herman, 1,081; Kjell Johnsen, 811; Oleg Malis, 811;
Alexey Reznikovich, 0; David Smyth, 1,081; Alexey Subbotin, 11,252; Boris Svetlichny, 32,500;
Jean-Pierre Vandromme, 67,334; Alexander Vinogradov, 58,454; Michael
Wilson, 8,928; and Alexey
Subbotin, 16,875. Inclusion of such shares does not constitute an admission by any Selling
Stockholder that such person is the beneficial owner of such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Included in this column are the number of shares of our common stock which the Selling
Stockholder has acquired or may acquire in the future upon exercise of options or vesting of
restricted shares, under the Plan. The numbers of such options are as follows: Peter Aven, 1,491;
Vladimir Bulgak, 1,761; Kevin Cuffe, 45,500; Patrick Gallagher, 1,761; Thor Halvorsen, 680; David
Herman, 1,761; Kjell Johnsen, 1,491; Oleg Malis, 1,491; Alexey Reznikovich, 680; David Smyth,
1,761; Alexey Subbotin, 25,000; Boris Svetlichny, 80,000; Jean-Pierre Vandromme, 134,000; Alexander
Vinogradov, 58,454; Michael Wilson, 23,928; and Alexey Subbotin, 35,000. Inclusion of such shares
does not constitute an admission by any Selling Stockholder that such person is the beneficial
owner of such shares.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares may be sold from time to time to purchasers directly by the Selling Stockholders.
Alternatively, the Selling Stockholders may from time to time offer the shares to or through
underwriters, broker/dealers or agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders or the purchasers of such
securities for whom they may act as agents. The Selling Stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of the shares may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act and any profit on the sale of such
securities and any discounts, commissions, concessions or other compensation received by any such
underwriter, broker/dealers or agents may be deemed to be underwriting discounts and commissions
under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares may be sold from time to time in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of sale or
at negotiated prices. Such prices will be determined by the Selling Stockholders or by agreement
between such Selling Stockholders and underwriters or dealers who receive fees or commissions in
connection therewith. The sale of the shares may be effected in transactions (which may involve
crosses, block transactions and borrowings, returns and reborrowings of the shares pursuant to
stock loan agreements to settle short sales of the common stock) (1)&nbsp;on any national securities
exchange or quotation service on which the shares may be listed or quoted at the time of sale, (2)
in the over-the-counter markets, (3)&nbsp;in transactions otherwise than on such exchange or in the
over-the-counter market or (4)&nbsp;through the writing of options. Shares also may be delivered in
connection with the issuance of securities by issuers other than the Company that are exchangeable
for (whether optional or mandatory) or payable in, such shares or pursuant to which such shares may
be distributed. At the time a particular offering of the shares is made, a Prospectus Supplement,
if required, will be distributed which will set forth the aggregate amount and type of the shares
being offered and the terms of the offering, including the name or names of any underwriter,
broker/dealers or agents, any discounts, commissions and other terms constituting compensation from
the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid
to broker/dealers. This prospectus also may be used by pledges, donees and transferees of the
Selling Stockholders or by other persons acquiring shares, including brokers who borrow the shares
to settle short sales of shares of the common stock. In addition, the shares which qualify for
sale under an applicable exemption from registration under the Securities Act may be sold pursuant
to such exemption rather than this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To comply with the securities laws of certain jurisdictions, if applicable, the shares will be
offered or sold in such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions the shares may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from registration or
qualification is available and is complied with.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provision may limit the timing of purchases and sales of any of the shares by the Selling Stockholders. The foregoing may affect the marketability of such securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Selling Stockholders will pay all underwriting discounts and selling commissions, if any.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>



<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B><BR>
&nbsp;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All net proceeds from the sale of the shares of our common stock being offered under this
prospectus will go to the selling stockholder. Accordingly, we will not receive any proceeds from
sales of these shares. We are paying the expenses of registration of the shares being offered under
this prospectus.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEMNIFICATION OF DIRECTORS AND OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable.
</DIV>
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the common stock offered hereby has been passed upon for Golden Telecom, Inc.
by Ilya Smirnov, Vice President, General Counsel and Secretary of Golden Telecom, Inc.
</DIV>
<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Golden Telecom, Inc. appearing in Golden Telecom,
Inc.&#146;s Annual Report (Form 10-K) for the year ended December&nbsp;31, 2006 (including schedule appearing
therein), and Golden Telecom, Inc. management&#146;s assessment of the effectiveness of internal control
over financial reporting as of December&nbsp;31, 2006 included therein, have been audited by Ernst &#038;
Young LLC, independent registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such financial statements and management&#146;s
assessment are, and audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst &#038; Young LLC pertaining to such
financial statements and management&#146;s assessments (to the extent covered by consents filed with the
Securities and Exchange Commission) given on the authority of such firm as experts in accounting
and auditing.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information.*</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.*</B>

</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Information required by Part&nbsp;I to be contained in the Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule&nbsp;428 under the Securities
Act, and the &#147;Note&#148; to Part&nbsp;I of Form S-8.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">






<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Certain Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents which have been filed by Golden Telecom, Inc. (the &#147;Registrant&#148;) with
the Securities and Exchange Commission (the &#147;Commission&#148;) (or furnished by the Registrant to the
Commission) are incorporated by reference in this Registration Statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(a)&nbsp;the Registrant&#146;s Form&#146;s 8-K filed by the Registrant with the Commission on January
24, 2007, January&nbsp;25, 2007, February&nbsp;8, 2007, February&nbsp;27, 2007, March&nbsp;13, 2007, March
15, 2007, March&nbsp;22, 2007, March&nbsp;28, 2007, May&nbsp;8, 2007, May&nbsp;22, 2007, May&nbsp;25, 2007, May
31, 2007, July&nbsp;3, 2007, July&nbsp;19, 2007, July&nbsp;20, 2007,
August&nbsp;9, 2007, August&nbsp;10, 2007, October&nbsp;9, 2007 and
November&nbsp;8, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(b)&nbsp;the Registrant&#146;s Form&#146;s 8-K/A filed by the Registrant with the Commission on May
30, 2007 and August&nbsp;9, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(c)&nbsp;the Registrant&#146;s annual report on Form 10-K for the year ending December&nbsp;31, 2006
filed by the Registrant with the Commission on March&nbsp;16, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(d)&nbsp;the Registrant&#146;s proxy statement filed by the Registrant with the Commission on
April&nbsp;30, 2007,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(e)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q for the quarter ending March&nbsp;31,
2007 filed by the Registrant with the Commission on May&nbsp;15, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(f)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q/A for the quarter ending March&nbsp;31,
2007 filed by the Registrant with the Commission on August&nbsp;14, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(g)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q for the quarter ending June&nbsp;30,
2007 filed by the Registrant with the Commission on August&nbsp;14, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(g)&nbsp;the Registrant&#146;s quarterly report on Form 10-Q for the quarter ending September
30, 2007 filed by the Registrant with the Commission on November&nbsp;9, 2007;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(h)&nbsp;the Registrant&#146;s Registration Statement on Form S-8 filed by the Registrant with
the Commission on July&nbsp;17, 2000; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">(i)&nbsp;the Registrant&#146;s Registration Statement on Form S-8 filed by the Registrant with
the Commission on October&nbsp;23, 2001.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed or furnished by the Registrant pursuant to
Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered have been sold or which
deregisters all such shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing or furnishing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the General Corporation Law of the State of Delaware (the &#147;DGCL&#148;) provides, in
summary, that directors and officers of Delaware corporations such as the Registrant are entitled,
under certain circumstances, to be indemnified against all
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">expenses and liabilities (including attorneys&#146; fees) incurred by them as a result of suits brought
against them in their capacity as a director or officer if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful; provided that no indemnification may be made against expenses in respect of
any claim, issue or matter as to which they shall have been adjudged to be liable to the
Registrant, unless and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such indemnification may be made by the company only as
authorized in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the applicable standard of
conduct.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the DGCL permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a director (i)&nbsp;for any
breach of the director&#146;s duty or loyalty to the corporation or its stockholders, (ii)&nbsp;for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii)&nbsp;under Section&nbsp;174 of the DGCL (relating to unlawful payment of dividends and unlawful stock
purchase and redemption) or (iv)&nbsp;for any transaction from which the director derived an improper
personal benefit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s Certificate of Incorporation (the &#147;Certificate&#148;) provides that the
Registrant&#146;s directors shall not be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided, however, that such exculpation from
liabilities is not permitted with respect to liability arising from items described in clauses (i)
through (iv)&nbsp;in the preceding paragraph. The Certificate and the Registrant&#146;s by-laws further
provide that the Registrant shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The directors and officers of the Registrant are covered under directors&#146; and officers&#146;
liability insurance policies maintained by the Registrant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See
Index to Exhibits on page 23.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Registrant hereby undertakes:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;to include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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 aggregate, represent a fundamental change in the information set forth in this 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 Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective registration
statement; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such information in
the registration statement; provided,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->20<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section&nbsp;13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Registrant hereby undertakes that, for purposes of determining liability under the
Securities Act, each filing of the Registrant&#146;s annual report on Form 10-K pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and each filing of an employee benefit plan annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has 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 Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant 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 Registrant 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.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->21<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Act 1933, as amended, the registrant certifies
that is has reasonable grounds to believe that it meets all of the requirements for filing Form
S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Moscow, Russian Federation,
on this 13th day of November
2007.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">GOLDEN TELECOM, INC.<BR>
(Registrant)<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ BORIS SVETLICHNY
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>Name:</TD>
    <TD valign="top" colspan="2">Boris Svetlichny&nbsp;</TD>

    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">Title:</TD>
    <TD valign="top" colspan="2">Senior Vice President, Chief Financial Officer and Treasurer
<I>(Principal Financial Officer)</I></TD>

    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">     /s/ MICHAEL D. WILSON
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>Name:</TD>
    <TD valign="top" colspan="2">Michael D. Wilson&nbsp;</TD>
    <TD align="left"></TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD valign="top" colspan="2">Vice President and Corporate Controller
<I><br>(Principal Accounting Officer)</I></TD>

    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes
and appoints Boris Svetlichny, Ilya Smirnov and Michael D. Wilson and each of them severally, his
true and lawful attorney or attorneys with power of substitution and resubstitution to sign in his
name, place and stead in any and all such capacities the Registration Statement and any and all
amendments thereto (including post-effective amendments) and any documents in connection therewith,
and to file the same with the Securities and Exchange Commission, each of said attorneys to have
power to act with or without the other, and to have full power and authority to do and perform, in
the name and on behalf of each such officer and director of the Registrant who shall have executed
such a power of attorney, every act whatsoever which such attorneys, or any one of them, may deem
necessary or desirable to be done in connection therewith as fully and to all intents and purposes
as such officer or director of the Registrant might or could do in person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities and on
the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/JEAN-PIERRE VANDROMME
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Jean-Pierre Vandromme</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Chief Executive Officer and Director
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/BORIS SVETLICHNY
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Boris Svetlichny</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/MICHAEL D. WILSON
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Michael D. Wilson</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Vice President and
Corporate Controller
(Principal Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">&nbsp;<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Alexey Reznikovich</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Chairman of the Board of Directors<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">&nbsp;<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Patrick Gallagher</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Vice Chairman of the Board
of Directors<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/PETER AVEN
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Peter Aven</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Director<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">&nbsp;<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Vladimir Bulgak</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Director<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/THOR HALVORSEN
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Thor Halvorsen</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Director<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>


</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/DAVID HERMAN
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
David Herman</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Director<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>




<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/KJELL JOHNSEN
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Kjell Johnsen</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Director<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>






<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/OLEG MALIS
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Oleg Malis</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Director<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">/s/DAVID SMYTH
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
David Smyth</TD>
    <TD>&nbsp;</TD>
    <TD align="left">
Director<br>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 13, 2007</TD>
</TR>





<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->22<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="114"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Exhibit&nbsp;Index</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Designation</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Golden Telecom, Inc. Equity Participation Plan (incorporated
by reference to the Registrant&#146;s Proxy Statement dated April
27, 2007).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Ilya Smirnov, Vice President, General Counsel and
Corporate Secretary of the Registrant as to the legality of
the securities registered hereby.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLC,
Independent Registered Public Accounting Firm.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Ilya Smirnov, Vice President, General Counsel and
Corporate Secretary of the Registrant (included in Exhibit&nbsp;5).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included on signature page).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->23<!-- /Folio -->
</DIV>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "h51338sv8.htm", "description": "FORM S-8 - REGISTRATION STATEMENT", "secsgml_size_bytes": 164876}]
{"company-data": {"conformed-name": "GOLDEN TELECOM INC", "cik": "0001089874", "assigned-sic": "4812", "irs-number": "510391303", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-147315", "film-number": "071235634"}, "business-address": {"street1": "1 KOZHEVNICHESKY PROEZD", "city": "MOSCOW", "state": "1Z", "zip": "115114", "phone": "7-095-797-9300"}, "mail-address": {"street1": "1 KOZHEVNICHESKY PROEZD", "city": "MOSCOW", "state": "1Z", "zip": "115114"}}
sv8
Table of Contents
As
filed with the Securities and Exchange Commission on November 13, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Golden Telecom, Inc.
(Exact name of registrant as specified in its charter)
Delaware
51-0391303
(State or other jurisdiction of incorporation of organization)
(I.R.S. Employer Identification No.)
Representation Office of Golden TeleServices, Inc.
1 Kozhevnichesky Proezd
Moscow, Russia
115114
(Address of Principal Executive Offices)
(Zip Code)
1999 Golden Telecom, Inc. Equity Participation Plan
(Full title of the plan)
Julia Marx
Golden Telecom, Inc.
2831 29
th
Street, NW
Washington, D.C. 20008
(Name and address of agent for service)
(202) 332 — 5997
(Telephone number, including area code, of agent for service)
Copies to:
William Greason, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5527
Ilya Smirnov, Esq.
Representation Office of Golden TeleServices, Inc.
1 Kozhevnichesky Proezd
Moscow, Russia 115114
(011-7-495) 797-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon exercise of the options
granted under the 1999 Golden Telecom, Inc. Equity Participation Plan (the "Plan"), but in no event
prior to the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box
o
If any of the securities being registered on this Form are being offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following
box.
þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
o
If this Form is 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.
o
If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the
following box.
o
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Offering Price Per Share
Proposed Maximum
Amount of
Title of Securities to be Registered
Amount to be Registered (1)
Price (2)
Aggregate Offering  (2)
Registration Fee
Common Stock Par Value $0.01 per
share
1,000,000
$100.38
$100,380,000
$3,082
(1)
The 1,000,000 shares of common stock being registered are additional shares which were added to
the 1999 Golden Telecom, Inc. Equity Participation Plan by amendment adopted by the Company's
shareholders on May 17, 2007.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act on the basis of the average of the bid and ask prices of the common stock
of Golden Telecom, Inc. reported on the NASDAQ Global Select Market on November 6, 2007.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON
FILING IN ACCORDANCE WITH RULE 462 UNDER THE SECURITIES ACT.
Table of Contents
EXPLANATORY NOTE
The prospectus (the "Prospectus"), containing information required by Part I of Form S-8 and
related to this Registration Statement on Form S-8 is omitted from this Registration Statement in
accordance with the Note to Part I of Form S-8. The Prospectus will also be used in connection with
the offer and sale of shares of Golden Telecom, Inc. (the "Company" or "GTI")
registered under the Registration Statement on
Form S-8 filed on July 17, 2000 (File No. 333-41542) and the Registration Statement on Form S-8
filed on October 23, 2001 (File No. 333-72036).
This Registration Statement includes a reoffer prospectus, prepared in accordance with the
requirements of Form S-3 (the "Reoffer Prospectus"), which may be used for the offer and sale of
securities registered hereunder, and in accordance with Rule 429 of the Securities Act of 1933, as
amended, the offer and sale of securities registered under the Registration Statement on Form S-8
filed on July 17, 2000 (File No. 333-41542) and the Registration Statement on Form S-8 filed on
October 23, 2001 (File No. 333-72036) by certain officers and directors of GTI who may be deemed to be "affiliates" of GTI, as that term is defined in
Rule 405 under the Securities Act of 1933, as amended.
2
Table of Contents
PROSPECTUS
[GOLDEN TELECOM™]
Common Stock
This prospectus relates to offers and sales by certain of our officers and directors (also
called Selling Stockholders) who may be deemed to be "affiliates" of the Company, as defined in
Rule 405 under the Securities Act of 1933, as amended, of shares of our common stock that have or
may be acquired by such person upon exercise of incentive stock options, upon the exercise
of nonqualified stock options or the vesting of restricted shares granted pursuant to our 1999 Equity
Participation Plan.
Shares covered by this prospectus may be offered and sold from time to time by or on behalf of
the Selling Stockholders through brokers on the NASDAQ Global Select Market, on the over the
counter market, in privately negotiated transactions or otherwise at the prices prevailing at the
time of such sales or at negotiated prices. No specified brokers or dealers have been designated
by the Selling Stockholders and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may be offered
pursuant to this prospectus, however, Merrill Lynch, Pierce, Fenner & Smith Incorporated were
appointed by the Company as broker for the cashless exercise of the incentive stock options or
nonqualified stock options or the sales of restricted shares granted pursuant to our 1999 Equity Participation Plan. The net
proceeds to the Selling Stockholders will be the proceeds received by them upon such sales, less
brokerage commissions, if any. We will pay all expenses of preparing and reproducing this
prospectus, but will not receive any of the proceeds from sales by any of the Selling Stockholders.
Investing in our common stock involves risks that are described in the "Risk Factors" section
commencing on page 7 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is November 13, 2007.
3
ABOUT THIS PROSPECTUS
You may rely only on the information incorporated by reference or contained in this
prospectus. We have not authorized anyone to provide information different from that contained in
this prospectus or any supplement. Neither the delivery of this prospectus nor sale of the shares
of common stock means that information contained in this prospectus is correct after the date of
this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these
shares of common stock in any circumstances under which the offer or solicitation is unlawful. You
should not assume that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of the document.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
4
PROSPECTUS SUMMARY
5
INFORMATION WE INCORPORATE BY REFERENCE
5
WHERE YOU CAN FIND MORE INFORMATION
6
RISK FACTORS
7
FORWARD LOOKING STATEMENTS
13
SELLING STOCKHOLDERS
14
PLAN OF DISTRIBUTION
16
USE OF PROCEEDS
17
INDEMNIFICATION OF DIRECTORS AND OFFICERS
17
LEGAL MATTERS
17
EXPERTS
17
Opinion of Ilya Smirnov
Consent of Ernst & Young LLC
4
Table of Contents
PROSPECTUS SUMMARY
This summary contains basic information about this offering. This summary may not contain all
the information that may be important to you. You should read the entire prospectus, including the
section entitled "Risk Factors" and the documents incorporated by reference herein, before making
an investment decision.
Business Overview
The following information is qualified in its entirety by the more detailed information and
financial information appearing elsewhere in or incorporated by reference into this prospectus.
We are a leading facilities-based provider of integrated telecommunication and Internet
services in major population centers throughout Russia and other countries of the Commonwealth of
Independent States ("CIS"). We offer voice, data and Internet services to corporations, operators
and consumers using our metropolitan overlay network in major cities throughout Russia, Ukraine,
Kazakhstan, and Uzbekistan, and via leased channels and inter-city fiber optic and satellite-based
networks. In addition, we offer mobile services in Moscow and the Moscow region, and
in the Ukrainian cities of Kiev and Odessa.
We organize our operations into four business segments, as follows:
•
Business and Corporate Services
Using our fiber optic and satellite-based networks in and
between major metropolitan areas of Russia, Ukraine and other countries of the CIS, we
provide business and corporate services including voice and data services to corporate
clients across all geographical markets and all industry segments, other than
telecommunications operators;
•
Carrier and Operator Services
.
Using our fiber optic and satellite-based networks in and
between major metropolitan areas of Russia, Ukraine and other countries of the CIS, we
provide a range of carrier and operator services including voice and data services to
foreign and Russian telecommunications and mobile operators;
•
Consumer Internet Services
.
Using our fiber optic and satellite-based networks, we
provide Internet access to the consumer market and web content offered through a family of
Internet portals throughout Russia, Ukraine, Kazakhstan, and Uzbekistan; and
•
Mobile Services
. Using our mobile networks in Moscow, Kiev and Odessa, we provide mobile
services with value-added features, such as voicemail, roaming and messaging services on a
subscription and prepaid basis.
You should consider all the information contained in this prospectus before making an
investment in the common stock. In particular, you should consider the factors described under
"Risk Factors", on page 7 of this Prospectus.
INFORMATION WE INCORPORATE BY REFERENCE
The Securities and
Exchange Commission ("SEC") allows us to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus, and the information
that we file later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any further filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the
securities are sold or until we terminate this offering:
(a) the Registrant's Forms 8-K filed by the Registrant with the Commission on January
24, 2007, January 25, 2007, February 8, 2007, February 27, 2007, March 13, 2007, March
15, 2007, March 22, 2007, March 28, 2007, May 8, 2007, May 22, 2007, May 25, 2007, May
31, 2007, July 3, 2007, July 19, 2007, July 20, 2007, August 9, 2007, August 10, 2007,
October 9, 2007 and November 8, 2007;
(b) the Registrant's Forms 8-K/A filed by the Registrant with the Commission on May
30, 2007 and August 9, 2007;
(c) the Registrant's annual report on Form 10-K for the year ending December 31, 2006
filed by the Registrant with the Commission on March 16, 2007;
(d) the Registrant's proxy statement filed by the Registrant with the Commission on April 30,
2007,
(e) the Registrant's quarterly report on Form 10-Q for the quarter ending March 31,
2007 filed by the Registrant with the Commission on May 15, 2007;
5
Table of Contents
(f) the Registrant's quarterly report on Form 10-Q/A for the quarter ending March 31,
2007 filed by the Registrant with the Commission on August 14, 2007;
(g) the Registrant's quarterly report on Form 10-Q for the quarter ending June 30,
2007 filed by the Registrant with the Commission on August 14, 2007;
(h) the Registrant's quarterly report on Form 10-Q for the quarter ending September
30, 2007 filed by the Registrant with the Commission on November 9, 2007;
(i) the Registrant's Registration Statement on Form S-8 filed by the Registrant with
the Commission on July 17, 2000; and
(j) the Registrant's Registration Statement on Form S-8 filed by the Registrant with
the Commission on October 23, 2001.
In addition, all documents subsequently filed or furnished by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered have been sold or which
deregisters all such shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing or furnishing of such documents.
We also incorporate by reference the description of the common stock of the Company contained
in the Company's Registration Statement dated April 27, 2001 (File No. 333-39260).
You may request a copy of these filings at no cost, by writing or telephoning us at the
following address:
Golden Telecom, Inc.
2831 29
th
Street, NW
Washington, D.C. 20008
Attention: Julia Marx
Telephone: (202) 332-5997
You should rely on the information incorporated by reference or provided in this prospectus.
We have not authorized anyone else to provide you with different information.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Registration Statement (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act with respect to the shares of
common stock being offered by this prospectus. This prospectus does not include all the
information set forth in the Registration Statement, and you should refer to the Registration
Statement for further information with respect to our company.
We are subject to the informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith file periodic reports, proxy and information statements, and other information
with the SEC. The Registration Statement and all of these reports, proxy and information
statements, and other information filed by us with the SEC may be inspected and copied at the
Public Reference Room maintained at the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Copies of these materials may be obtained by mail from the Public Reference
Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The
SEC also maintains a web site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding registrants, such as Golden Telecom, Inc. that file
electronically with the SEC.
6
Table of Contents
RISK FACTORS
You should carefully consider the following risks relating to us as well as other information
contained in this prospectus before deciding to invest in shares of our common stock. Our business,
financial condition or results of operations have been, and could be, materially adversely affected
by the following risks. The value of your investment may decrease and could result in a loss.
Risks Associated with Our Business
We may encounter difficulties expanding and operating our business, including the integration of
acquired companies
We have experienced significant growth as a result of acquisitions and expect such growth to
continue. As we grow, it will become increasingly difficult and more costly to manage our business.
Acquisition transactions are accompanied by a number of risks, including risks related to:
§
The consolidation of the operations and personnel of the acquired companies;
§
The potential disruption of our ongoing business and distraction of management;
§
The introduction of acquired technology content or rights into our products and
unanticipated expenses related to such integration;
§
The potential negative impact on reported earnings;
§
The possibility that revenues from acquired businesses and other synergies may not
materialize as anticipated;
§
The deterioration of relationships with employees and customers as a result of any
integration of new management personnel; and
§
Contingent liabilities associated with acquired businesses, especially in the markets
where we operate.
We may not be successful in addressing these risks or any other problems encountered in
connection with our completed and future acquisitions and our operating results may suffer as a
result of any failure to integrate these businesses with our existing operations.
In addition, we may encounter difficulties in building our networks with respect to:
§
Delivering services that are technically and economically feasible;
§
Financing increases in the regional network construction and development area;
§
Obtaining in a timely manner and maintaining licenses, permissions to operate
telecommunications equipment, frequency allocations and other governmental permissions
sufficient to provide services to our customers;
§
Marketing our services in a large geographic area to new potential customers;
§
Obtaining sufficient interconnect arrangements;
§
Meeting demands of local special interest groups;
§
Obtaining compliance certificates for our telecommunications equipment in a timely and
cost-efficient manner; and
§
Obtaining adequate supplies of network equipment.
Reorganizations in the Ukrainian telecommunications sector may have strengthened the position of
the monopoly incumbent and may encourage unfair competition
In preparation for a large-scale privatization of the telecommunications industry, the
Ukrainian government reorganized the state telecommunications sector so that Ukrtelecom, the state
telecommunications operator, holds all the government's interests in the telecommunications
industry. The Ukrainian government owns approximately 93% of Ukrtelecom and intends to partially
sell its stake in Ukrtelecom in 2007 or 2008. It is expected that the Ukrainian government will
continue to control at least 51% of Ukrtelecom's shares.
The emergence of a single self-regulating Ukrainian telecommunications monopoly may have adverse
financial consequences for us because:
7
Table of Contents
•
We may have no effective recourse against the state monopoly carrier since the state
regulator controls and manages the monopoly carrier and the judiciary system is severely
underdeveloped and cannot be relied upon to protect and enforce unfair competition;
•
A single Ukrainian self-regulating monopoly is able to create favorable market conditions
for itself and cause unfavorable conditions for us; and
•
Any subsequent privatization of Ukrtelecom may bring in strong management and resources
from a major telecommunications operator, increasing its competitive strengths.
Failure to obtain sufficient and reliable transmission capacity at reasonable costs could cause us
to incur losses
Historically, we have leased a substantial portion of our network transmission capacity under
agreements that generally have one to three-year fixed terms. We rely on third parties' ability to
provide data transmission capacity to us. These third parties themselves, in turn, may be
receiving capacity from others. If our lease arrangements deteriorate or terminate and we are
unable to enter into new arrangements or if the entities from which we lease such capacity are
unable to perform their obligations under these arrangements, our cost structure, service quality
and network coverage could be adversely affected.
We currently provide international switched voice, data and IP services in Russia by relying
on Rostelecom and Eurotel to provide leased transmission capacity within Russia. We rely on local
operators for last-mile access to end-users. These companies may be subject to political and
economic pressures not to lease capacity to foreign operators or competitors. Any changes in
regulation or policies that restrict us from leasing adequate capacity could have an adverse effect
on our business. Local telecommunications operators may, for business reasons or otherwise, resist
giving us access to the last mile.
The failure of Rostelecom, Eurotel, local operators or any other provider to comply with lease
arrangements or our inability to obtain other long-term leases on a timely basis or maintain
existing leases for fiber optic cable or transmission capacity would prevent us from deploying and
operating our network as planned. This could have a material adverse effect on our ability to
operate.
Our ability to provide our services is dependent on securing and maintaining interconnection
agreements with Svyazinvest, Ukrtelecom and other facilities providers
Our ability to provide telecommunications services depends on our ability to secure and
maintain interconnection agreements with Svyazinvest, Ukrtelecom and other incumbent owners of
networks. Since we do not currently anticipate owning all the facilities we need to operate our
networks, we will always rely on the telecommunications networks of other providers to some degree.
Interconnection is required to complete calls that originate on our networks but terminate outside
our networks, or that originate from outside our networks and terminate on our networks. Our
current interconnection agreements with incumbent operators expire in various years between 2007
and 2014. We have experienced substantial increases in interconnection costs with incumbent
operators. It is possible that in the future our interconnection agreements may not be renewed or
not renewed on a timely basis or on commercially reasonable terms, thus possibly having a material
adverse effect on our business.
In Russia, we are dependent on Svyazinvest for the provision of leased lines and/or
interconnect circuits used to connect our points of interconnection to our network backbones. A
failure by Svyazinvest to provide such leased lines and/or interconnect circuits in accordance with
our plans, or to satisfy our customers' demands on certain routes, has in the past given rise to
capacity constraints in our network on certain routes. While we believe that these capacity
constraints have been eliminated, we may continue to experience capacity constraints until we
increase the number of points of interconnection to our network, allowing us to route a greater
proportion of traffic over our network.
In Ukraine, we are, to a great extent, dependent on Ukrtelecom for the provision of leased
lines and/or interconnect circuits used to connect our indirect access customers throughout
Ukraine. A failure by Ukrtelecom to provide such leased lines and/or interconnect circuits in
accordance with our plans, or to satisfy our customer demand on certain routes, could give rise to
capacity constraints in our network on certain routes in Ukraine if are not able to find an
alternative circuit's provider.
Our network may not be able to support the growing demands of our customers
The uninterrupted operation of our networks is vital to our success. The stability of our
systems depends on our ability to provide sufficient capacity to meet the needs of our customers,
and that, in turn, depends on the integration of suitable technology into our networks. As we
continue to increase both the capacity and the reach of our networks, and as traffic volume
continues to grow, we will face greater demands and challenges in managing our circuit capacity and
traffic management systems. Any prolonged failure of our communications network or other systems or
hardware that causes significant interruptions to our operations could seriously damage our
reputation and result in customer attrition and financial losses.
8
Table of Contents
We rely to a significant degree on the Russian and Ukrainian networks being able to deliver
our services, and the underdevelopment of such networks may hinder our ability to obtain sufficient
capacity for our traffic volumes, especially as we expand our Internet access business. Moreover,
it is increasingly difficult to expand within Moscow because the existing city network does not
have sufficient capacity, and we may be unable to procure enough telephone numbers and connection
lines for our customers utilizing our services. These factors may have a material adverse effect on
our expansion plans and our ability to provide services to new customers.
Russian companies may be required to adopt a plan of liquidation when their net assets are negative
Under Russian law, in the event the value of a company's net assets is less than the minimum
charter capital allowed by law, such company may be required to adopt a decision to liquidate.
Even if the company declines to approve its liquidation, governmental agencies responsible for the
State registration of companies, as well as other designated State bodies, for example, the Federal
Service for the Financial Markets, are authorized to bring a lawsuit seeking liquidation of the
company until the expiration of the relevant statute of limitation. Some of our subsidiaries had in
the past negative net asset values which could make them subject to the legal requirement to adopt
a plan of liquidation. Any voluntary or forced liquidation could have material adverse effect on
our business.
We may have difficulty scaling and adapting our existing architecture to accommodate increased
traffic and technology advances
Most of the telecommunication network architecture that we employ and the architecture of
local public networks were not originally designed to accommodate levels or types of services we
provide and it is unclear whether current or future anticipated levels of traffic will result in
delays or interruptions in our services. In the future, we may be required to make significant
changes to our architecture, including moving to a completely new architecture, or we may be
required to invest in order to upgrade local public networks. If we are required to switch
architectures, we may incur substantial costs and experience delays or interruptions in our
operations. If we experience delays or interruptions in our operations due to inadequacies in our
current architecture or as a result of a change in architectures, users may become dissatisfied
with our services and move to competing providers. Any loss of traffic, increased costs,
inefficiencies or failures to adapt to new technologies and the associated adjustments to our
architecture could have a material adverse effect on our business.
We are in a competitive industry and our competitors may be more successful in attracting and
retaining customers
The market for our products and services is competitive and we expect that competition,
especially in underdeveloped markets, will continue to intensify. As we expand the scope of our
offerings, we will compete directly with a greater number of competitors providing services in the
same markets. Negative competitive developments could have a material adverse effect on our
business.
Our competitors include incumbent Russian and Ukrainian operators, alternative operators,
mobile operators and other large international telecommunications providers doing business in the
CIS. Our competitors may have substantially greater resources, closer ties to governmental
authorities and longer operating histories. These advantages may give them a competitive edge over
alternative providers like us. This competition may result in a loss of customers, falling prices
and a decline in revenues.
We are operating in recently liberalized markets in an evolving and highly competitive
industry. We expect our competitors to continually improve their products and services while also
reducing their prices. Our success will depend on our ability to compete effectively in this
environment.
The telecommunications market in Russia has historically been dominated by Svyazinvest and in
Ukraine by Ukrtelecom, both being former state monopoly telecommunications services providers.
These companies and other established competitors have significant competitive advantages over us
which include:
§
Greater resources, market presence and network coverage;
§
Greater brand name recognition, customer loyalty and goodwill;
§
Control over domestic transmission lines and over access to these lines by other
participants; and
§
Close ties to national and local regulatory authorities which may be reluctant to adopt
policies that would give rise to increased competition for Svyazinvest or Ukrtelecom.
Recently, Comstar strengthened its position in the market by receiving approximately $1
billion as a result of its IPO. MGTS is controlled by Comstar. As a result of this control,
Comstar has an advantage in broadband access. In 2006, Comstar
9
Table of Contents
also purchased a 25% plus one share in Svyazinvest which means that it may be able to
influence the intra-zonal operators which compete with us.
Our existing billing and management information systems may not be able to meet our future needs
We may encounter difficulties in enhancing our billing and management information systems and
in integrating new technology into such systems. We have historically operated through distinct
companies, but we are in the process of integrating our billing and management information systems
so that we will be able to bill our customers and to manage other administrative tasks through
unified systems. If we are unable to integrate and upgrade our billing and management information
systems to support our integrated operations, our billing may suffer which could have a material
adverse effect on our revenues.
In addition, in order to comply with the regulations that became effective January 1, 2006, we
entered into service contracts with the local and intra-zonal operators to act as our regional
agents for the provision of Domestic Long Distance/International Long
Distance ("DLD/ILD") services. In our operations outside Moscow and St. Petersburg,
we rely on our agents' billing and information systems to provide information necessary to generate
invoices. Thus, we are subject to risks associated with verification and calculation of volumes of
long-distance services provided to end users, invoicing and revenue recognition. The absence in the
regulations of a mandatory provision for local and intra-zonal network subscriber information to be
shared with long-distance operators represents a substantial potential risk to us. This information
could be critical to our ability to properly record traffic transit from subscribers, calculate
charges for services rendered, and issue invoices.
Any damage to our network management center or our major switching centers could harm our
ability to monitor and manage network operations and generate accurate call detail reports from
which we derive our billing information.
In our operations outside Moscow, Kiev and St. Petersburg, we rely on our ventures' switches
to provide information necessary to generate invoices. We cannot ensure that their systems will
meet our needs or the needs of our customers.
Our ability to integrate and further develop certain acquired businesses will determine our ability
to develop our broadband strategy
In February 2007, we announced the closing of the acquisition of a 65% interest in Fortland
Limited, which owns 100% of Kolangon-Optim LLC ("Kolangon"). Kolangon and its six wholly-owned
subsidiaries hold permits to operate frequencies in the 8 MHz bandwidth in Moscow and St.
Petersburg. Kolangon also possesses a license to provide communications services for the purpose of
digital TV broadcasting. The successful development of this business depends on several factors,
including our ability to deploy transmitters and negotiate with television channels and large
content providers to secure access to content. If we are not able to deploy the transmitters in a
timely manner or receive content as we anticipate, our ability to expand our operations into this
market will be disrupted and our broadband strategy and business could be materially adversely
affected.
In
May 2007, we completed the acquisition of ZAO Cortec and its
subsidiaries (together "Corbina Telecom"). Corbina
Telecom offers several telecommunications services including Fiber-to-the-Building ("FTTB")
broadband Internet services in several Russian cities. Our ability to develop broadband service
offerings in Moscow will depend on our ability to integrate Corbina Telecom into our operations and
to continue to build the business. The development of Corbina's business will continue to depend
on obtaining the necessary permits to install, upgrade and operate equipment and to commission
networks. Any difficulty or inability to fulfill such tasks could seriously disrupt our broadband
business and our ability to develop our broadband strategy. Our ability to develop broadband
service offerings will also depend on our ability to compete with companies that are substantially
owned by local authorities, which are the authorities that will be granting some of the necessary
permits and licenses. Our competitors may also attempt to disrupt such activities through
regulatory action or connections with regulatory agencies. If we do not successfully integrate and
develop Corbina Telecom, our ability to further develop our broadband strategy will be adversely
affected and our business could suffer.
The integration of acquired businesses requires significant time and effort of our senior
management, who are also responsible for managing our existing operations. The integration of new
businesses may be difficult for a number of reasons, including differing management styles, systems
and infrastructure and poor records of internal controls. In addition, integrating acquired
companies may require significant capital expenditures. Further, even if we are successful in
integrating our existing and new businesses, expected synergies and cost savings may not
materialize, resulting in lower than expected profit margins. If we do not realize the expected
synergies and cost savings from the integration of newly acquired companies, our financial
condition, results of operations and prospects could be materially adversely affected.
Failure to install our transmitter on Ostankino television tower in Moscow could disrupt our
television and media business plans
Russian Television and Radio Broadcasting Network ("RTRS") is the Russian agency responsible
for regulating the operations of television towers in the Russian Federation. We are currently
negotiating with RTRS to install a transmitter on the Ostankino television tower. If we are unable
to successfully negotiate with RTRS to allow us to install the transmitter on the
10
Table of Contents
Ostankino tower then we will need to search for alternative towers on which to install our
transmitter. We are currently seeking alternative locations. Such searches may be time consuming and may force us to revise our business case for
our television and media business. Any such revision of our business plans for television and media
could disrupt our current business and future development plans for offering media and television
services and could have a negative impact on our future performance.
We may encounter difficulties in fully complying with applicable laws due to confusion and
contradictions in the laws and legal structures of the countries where we operate
The application of the laws of any particular country is not always clear or consistent. This
is particularly so in Russia, Ukraine and other CIS countries where the legislative drafting has
not always kept pace with the demands of the marketplace. These countries often have commercial
practices and legal and regulatory frameworks that differ significantly from those in the US and
other Western countries. As a result, it is often difficult to ensure that we are in compliance
with changing legal requirements. If we, any of our ventures, or any of our acquired companies are
found to be involved in practices that do not comply with local laws or regulations, then we may be
exposed, among other things, to significant fines, the risk of prosecution or the suspension or
loss of our licenses, frequency allocations, authorizations or various permissions, any of which
could have a material adverse effect on us.
The Russian Ministry of Telecommunications, the Ukrainian Telecommunications Committee and
Russian Rossvyaznadzor, a Russian governmental body that is responsible for the control and
supervision of information technology and communications, regularly check our compliance with the
requirements of the applicable legislation and our telecommunications licenses. We use our best
efforts to comply with all such requirements. However, we cannot assure you that in the course of
future inspections we will not be found to be in violation of the applicable legislation. Any such
finding could have a material adverse effect on our operations. For example, we received a warning
from Rossvyaznadzor that Sovintel should remedy certain alleged violations in traffic routing. The
allegation follows an inspection by Rossvyaznadzor of an independent operator. We have reviewed the
allegations and believe that we are in compliance with our licenses, however, we cannot be certain
that Rossvyaznadzor will agree with us.
It may be difficult and prohibitively expensive for us to comply with applicable Russian
telecommunications regulations related to state surveillance of communications traffic. Currently,
Ukrainian authorities are also trying to implement state surveillance of communications traffic.
Full compliance with these regulations that allow the state to monitor voice and data traffic may
be overly burdensome, expensive and lead to a drop in quality of service. Noncompliance may lead to
the imposition of fines or penalties on us, or the revocation of our operating licenses. Further,
some customers may decline to utilize the services of a telecommunications provider whose networks
facilitate state surveillance of communications traffic.
On May 31, 2005, we received a DLD/ILD license in Russia which is valid until May 31, 2012. On
January 16, 2006, we announced that the construction of our FTN was completed in compliance with
the Telecommunications Law and our DLD/ILD license was finally confirmed by Rossvyaznadzor on
November 27, 2006. On December 15, 2006, the Russian Ministry of Telecommunications granted us
access codes to operate our FTN. We have obtained the required governmental permissions for
operation of all of the international and intercity communication transit nodes that are part of
the FTN. Prior to the construction of our FTN, we provided domestic and international long distance
services pursuant to other licenses. We believe that we were offering such services in compliance
with Russian regulations and legislation.
If regulatory agencies and tax authorities consider that our routing of traffic or offering of
DLD/ILD services violated Russian regulations and legislation, we could be subject to license
suspensions, revocations, fines and penalties. Any of these events could have a material adverse
effect on our operations.
Our telecommunications licenses may not be extended or may be suspended or revoked
Our telecommunications licenses expire in various years from 2007 to 2016. If renewed, our
licenses may contain additional obligations, including payment obligations, or may cover reduced
service areas. If our telecommunications licenses for provision of local, intercity, interzonal
and international telephone services are not renewed, our business could be adversely affected. In
addition, regulations adopted in furtherance of the Telecommunications Law, effective from January
1, 2006, provide that the Russian Ministry of Telecommunications may amend the conditions of a
license, which can negatively affect our business by increasing our costs for providing telephone
services. Depending on the growth of our business in other license areas, the failure to have any
other particular license renewed could also materially adversely affect our business.
If we fail to completely fulfill specific terms of any of our telecommunications licenses
related to line and operational capacity, investment requirements, territorial or other technical
requirements, payment or reporting obligations, local registrations of our telecommunications
licenses, frequency permissions or other governmental permissions or if we provide our services in
a manner that violates applicable law, Rossvyaznadzor may suspend our licenses, frequency
permissions or other governmental permissions, or in the case of continued non-compliance, initiate
court proceedings for the revocation of our licenses. If any of our telecommunications licenses
are suspended or terminated or if extensions requested are not granted or action is taken against
our company or our subsidiaries to revoke a license, our business could be adversely affected.
11
Table of Contents
We may fail to obtain renewals or extensions of our frequency allocations for our earth stations
and other radio frequency equipment that we use in our operations
Our frequency allocations for most of our license areas expire on the expiration date of our
corresponding licenses. We cannot predict whether we will be able to obtain extensions of our
frequency allocations and whether extensions will be granted in a timely manner and without any
significant additional costs. It is possible that there could be a reallocation of frequencies
upon the expiration of existing allocations or the granting of frequency allocations for the same
channels as our frequency allocations, requiring that we coordinate the use of our frequencies with
the other license holders and/or experience a loss of quality in our network.
If we fail to obtain renewals or extensions of our frequency allocations for parts of our
network based on radio frequencies, which expire on various dates, or if other license holders are
granted overlapping frequencies, our business could be adversely affected.
Certain of our loan agreements contain restrictive covenants
Certain of our loan agreements contain covenants limiting our ability to take certain actions
including to incur debt and assume debt and require us to maintain certain financial ratios.
Failure to comply with the covenants could cause a default and result in the debt becoming
immediately due and payable, which would materially adversely affect our business, financial
condition and results of operation.
Risks Associated With Our Shareholder Structure
Our significant shareholders have other interests which may conflict with our interests
Although we own 51% of Corbina we cannot assure you that the other shareholders in Corbina may
not have interests which conflict with ours. Further, some of our major shareholders have
commercial interests with other shareholders, including shareholders in Corbina. One of our
significant shareholders, Rostelecom, is one of our direct competitors. Two of our shareholders,
Alfa and Telenor, have ownership interests in Vimpelcom and Kyivstar, with whom we have commercial
relationships. Although we structure transactions so that they are at "arm's length", we cannot be
certain that these shareholders will not apply pressure on us to enter into transactions which may
not be the most commercially favorable to us.
Alfa's dispute with the Russian Ministry of Telecommunications may adversely affect our business
It has been widely reported that Alfa is involved in a dispute with the IPOC Fund, which has
been allegedly associated with high-ranking officials at the Russian Ministry of
Telecommunications, regarding Alfa's ownership interest in the mobile operator Megafon. Should
that dispute continue or escalate then the Russian Ministry of Telecommunications may put pressure
on Alfa and its holdings. One of Alfa's other holdings is Vimpelcom, our largest customer. Should
the Russian Ministry of Telecommunications apply pressure on us or Vimpelcom, it could have serious
adverse effects on our operations and financial results.
Certain disagreements between our shareholders may adversely affect our business
On November 14, 2005 in response to alleged breaches by Alfa of the provisions of the
Vimpelcom Shareholders Agreement, Telenor, commenced an arbitration proceeding against Alfa's
affiliates. Because of the dispute, Vimpelcom's Board of Directors has had difficulties agreeing
on several issues. Despite decisions of a Geneva arbitration panel, the dispute between the
parties continues. At the present time we do not know what impact this dispute between our two
largest shareholders may have on our business.
12
Table of Contents
Our significant shareholders have entered into a Shareholders Agreement whereby these shareholders
exercise substantial control over our Board of Directors
In August 2003, our major shareholders entered into a Shareholders Agreement which became
effective in December 2003. Although the Shareholders Agreement and other agreements among the
shareholders reduce the chance for conflicts of interest, we cannot assure that any conflicts of
interest will be resolved in our favor. We cannot assure you that any group of directors will not
take any actions that may adversely affect the interests of minority shareholders. Further, if we
consummate any future acquisitions, such agreements may be amended or we and our shareholders may
enter into new agreements.
Risks Associated With Our Shares of Common Stock
Our ability to pay dividends on our common stock may be limited
During 2005, our Board of Directors declared four dividends of $0.20 per common share each to
shareholders. In 2006, the Board of Directors declared three dividends of $0.20 per common share
each to shareholders. The Board of Directors has not declared any dividends in 2007. The Board of
Directors reviews our policy on dividends annually. Even if we continue to generate significant
cash flows in the future, our Board of Directors may elect to retain earnings for our future
development or for other reasons and, consequently, not declare a dividend. Further, if we raise
any capital in the future, we may be restricted from paying dividends under the terms of such
financings. In addition, the governments in the countries where we operate may devalue their
currencies and take other actions that may restrict the ability of our subsidiaries to declare and
pay dividends to us which in turn will limit our ability to pay dividends to our shareholders.
Our share price has been and may continue to be highly volatile
The
price of our shares has been subject to significant volatility since
our Initial Public Offering in 1999. In
addition, a number of particular factors may adversely affect the market price of our shares or
cause the market price to fluctuate and decline materially. These factors include:
§
Issues concerning the perceived risks of investing in Russia and the CIS, including
significant ownership of our shares by a company that is part of a large Russia-based
financial and industrial concern;
§
The limited number of our shares available for trading in public markets;
§
The potential sale of any large blocks of our shares by our management or large
shareholders, including the shares issued as part of the consideration for the Corbina
transaction;
§
Mergers and strategic alliances in the telecommunications industry; and
§
Inconsistent or restrictive government regulation in the Russian and Ukrainian
telecommunications industries.
In recent years, the market for stock in technology, telecommunications and computer companies
has been highly volatile. This is particularly true for companies with relatively small
capitalization, such as ours.
FORWARD LOOKING STATEMENTS
Certain statements contained in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and other parts of this document, including, without limitation, those
concerning (i) future acquisitions and capital expenditures for such acquisitions, including our
expectations to fund such requirements through cash on hand, cash from operations, proceeds from
additional equity and debt offerings, and debt financing activities,
including the $275.0 million
loan facility, (ii) our plans to enter the media market, (iii) existing and potential tax claims,
(iv) the effects of existing and potential litigation, including our belief that Sovintel has not
violated its licenses over traffic routing and the provision of domestic and international
services, (v) projected traffic volumes, revenues and other growth indicators; (vi) anticipated
revenues and expenses, including capital expenditures to implement our long distance licenses and
federal transit network, (vii) conversion of SARs to options, (viii) our plans to provide new, more
technologically advanced services to customers, (ix) our competitive environment; (x) our plans to
develop FMC services in Ukraine; (xi) our intention to offer our services under the Golden Telecom
brand; (xii) our plans to roll-out our fixed-mobile convergent network in Ukraine; (xiii) our
intentions to expand our fiber optic capacity in Russia and Ukraine and add transmission capacity;
(xiv) our expectations regarding revenues and cost savings from our zonal networks, (xv) the impact
of critical accounting policies and estimates; (xvi) the growth and development of our operations
in key regions of Russia, (xvii) our growth strategy in our business segments; (xviii) the
political, regulatory and economic situation in the markets in which we operate and our
expectations regarding the markets in which we operate, (xix) the effect, cost and expected
benefits of utilizing our intercity and international licenses, including the implementation of our
federal transit
13
Table of Contents
network, (xx) expectations regarding deferred taxation, and (xxi) the development and
deployment of our broadband and related WiFi technology strategies including the roll-out of our
FTTB networks, are forward-looking and concern our projected operations, economic performance and
financial condition. These forward-looking statements are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. It is important to note that such
statements involve risks and uncertainties and that actual results may differ materially from those
expressed or implied by such forward-looking statements. Among the key factors that have a direct
bearing on the Company's results of operations, economic performance and financial condition are
the commercial and execution risks associated with implementing the Company's business plan, our
ability to enter the media market, our conversion of Stock
Appreciation Rights to options, use of debt for possible
future acquisitions, the potential effect of the regulatory regime on our operations, the
utilization of our intercity and international licenses including development of our federal
transit network and the cost of such development, our ability to effectively operate our zonal
networks or interconnect with zonal operators, our ability to integrate recently acquired companies
into our operations, any adverse court rulings regarding licenses or other matters, the development
of our broadband and related WiFi technology strategies including the development of our FTTB
networks, our ability to roll out our fixed-mobile convergent network in Ukraine, the political,
economic and legal environment in the markets in which the Company operates, increasing
competitiveness in the telecommunications and Internet-related businesses that may limit growth
opportunities, and increased and intense downward price pressures on some of the services that we
offer. These and other factors are discussed herein under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Report.
Additional information concerning factors that could cause results to differ materially from
those in the forward-looking statements are contained in the Company's filings with the United
States Securities and Exchange Commission and especially in the Risks Factor Sections therein,
including, but not limited to, the Company's report on Form 10-K for the year ended December 31,
2006.
In addition, any statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not always, through the
use of words or phrases such as "will likely result," "are expected to," "estimated," "intends,"
"plans," "projection" and "outlook") are not historical facts and may be forward-looking and,
accordingly, such statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in the forward-looking statements.
Accordingly, any such statements are qualified in their entirety by reference to, and are
accompanied by, the factors discussed throughout this Report and investors, therefore, should not
place undue reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors may emerge from time to time, and it is
not possible for management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding ownership of our common stock and
rights to acquire common stock by each of the Selling Stockholders under this prospectus as of
November 7, 2007. For the purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares which such person or group has the right to acquire within 60
days after such date, but such shares are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person.
The Selling Stockholders may sell their shares in the over-the-counter market, in the Nasdaq
Global Select Market, in privately negotiated transactions or otherwise. Shares will be sold at
market prices prevailing at the time of sale, at prices related to such prevailing market price or
at negotiated prices. Transferees of these stockholders or other persons acquiring shares,
including brokers who borrow the shares to settle short sales of the common stock, may also use
this prospectus.
The Selling Stockholders will receive all of the net proceeds from the sales of shares and
will pay any underwriting discounts and selling commissions.
This prospectus covers shares of our common stock that have or may be acquired by the Selling
Stockholders upon exercise of incentive stock options, the exercise of non-qualified stock options
or the vesting of restricted shares granted pursuant to the Plan held as of November 7, 2007.
There are set forth in the following table opposite the name of each of the Selling
Stockholders:
1.
Under the heading "Shares of common stock beneficially owned", the shares of our common stock
beneficially owned by the Selling Stockholder on November 7, 2007, including shares of our
common stock (if any) of which the Selling Stockholder
14
Table of Contents
had the right on such date to acquire beneficial ownership pursuant to the exercise on or before
January 7, 2008 of options that we have granted or the vesting of restricted shares;
2.
Under the heading "Shares awarded under the Plan or
which may be acquired and offered", the shares of our common stock which have been acquired or may be acquired upon exercise of
options or the vesting of restricted shares under the Plan.
3.
Under the heading "Shares of common stock to be owned after the completion of the offering",
the shares of our common stock to be beneficially owned by the Selling Stockholder after
completion of the offering, based on the number of shares owned on November 7, 2007.
Certain options granted pursuant to the Plan may be transferred to a member of a Selling
Stockholder's immediate family or to a trust for the benefit of such immediate family members. The
names of such transferees and the number of award shares that may be offered by them under the
Prospectus will be included in a supplement when such information becomes known. The information
as to security holdings is based on information that we receive from the Selling Stockholders and
from our Compensation Committee.
Shares
awarded under
the Plan or
Shares of common
Shares of common
which may be
stock to be owned
Present principal position
stock beneficially
acquired and
after completion of
Selling Stockholders
with us or affiliates
owned (a)
offered (b)
offering
Peter Aven
Director
811
1,491
—
Vladimir Bulgak
Director
1,081
1,761
—
Kevin Cuffe
Vice President, Managing
Director, Business and
Consumer Solutions
Business Unit
27,375
45,500
—
Patrick Gallagher
Director
1,081
1,761
—
Thor Halvorsen
Director
—
680
—
David Herman
Director
1,081
1,761
—
Kjell Johnsen
Director
811
1,491
—
Oleg Malis
Director
811
1,491
—
Alexey Reznikovich
Director
—
680
—
David Smyth
Director
1,081
1,761
—
Alexey Subbotin
Director of Investor
Relations
11,252
25,000
—
Boris Svetlichny
Senior Vice President,
Chief Financial Officer
and Treasurer
32,500
80,000
200
Jean-Pierre Vandromme
Chief Executive Officer
and Director
67,334
134,000
—
Alexander Vinogradov
President
64,954
64,954
—
Michael Wilson
Vice-President, Corporate
Controller and Principal
Accounting Officer
8,928
23,928
20
Ilya Smirnov
Vice President, General
Counsel and Corporate
Secretary
16,875
35,000
—
15
Table of Contents
(a) Included in this column are the number of shares of our common stock which the Selling
Stockholder has the right to acquire beneficial ownership of pursuant to the exercise or the
vesting of restricted shares on or before January 7, 2008 of options or restricted shares that we
granted, as follows: Peter Aven, 811; Vladimir Bulgak, 1,081; Kevin Cuffe, 27,375; Patrick
Gallagher, 1,081; Thor Halvorsen, 0; David Herman, 1,081; Kjell Johnsen, 811; Oleg Malis, 811;
Alexey Reznikovich, 0; David Smyth, 1,081; Alexey Subbotin, 11,252; Boris Svetlichny, 32,500;
Jean-Pierre Vandromme, 67,334; Alexander Vinogradov, 58,454; Michael
Wilson, 8,928; and Alexey
Subbotin, 16,875. Inclusion of such shares does not constitute an admission by any Selling
Stockholder that such person is the beneficial owner of such shares.
(b) Included in this column are the number of shares of our common stock which the Selling
Stockholder has acquired or may acquire in the future upon exercise of options or vesting of
restricted shares, under the Plan. The numbers of such options are as follows: Peter Aven, 1,491;
Vladimir Bulgak, 1,761; Kevin Cuffe, 45,500; Patrick Gallagher, 1,761; Thor Halvorsen, 680; David
Herman, 1,761; Kjell Johnsen, 1,491; Oleg Malis, 1,491; Alexey Reznikovich, 680; David Smyth,
1,761; Alexey Subbotin, 25,000; Boris Svetlichny, 80,000; Jean-Pierre Vandromme, 134,000; Alexander
Vinogradov, 58,454; Michael Wilson, 23,928; and Alexey Subbotin, 35,000. Inclusion of such shares
does not constitute an admission by any Selling Stockholder that such person is the beneficial
owner of such shares.
PLAN OF DISTRIBUTION
The shares may be sold from time to time to purchasers directly by the Selling Stockholders.
Alternatively, the Selling Stockholders may from time to time offer the shares to or through
underwriters, broker/dealers or agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders or the purchasers of such
securities for whom they may act as agents. The Selling Stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the sale of such
securities and any discounts, commissions, concessions or other compensation received by any such
underwriter, broker/dealers or agents may be deemed to be underwriting discounts and commissions
under the Securities Act.
The shares may be sold from time to time in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of sale or
at negotiated prices. Such prices will be determined by the Selling Stockholders or by agreement
between such Selling Stockholders and underwriters or dealers who receive fees or commissions in
connection therewith. The sale of the shares may be effected in transactions (which may involve
crosses, block transactions and borrowings, returns and reborrowings of the shares pursuant to
stock loan agreements to settle short sales of the common stock) (1) on any national securities
exchange or quotation service on which the shares may be listed or quoted at the time of sale, (2)
in the over-the-counter markets, (3) in transactions otherwise than on such exchange or in the
over-the-counter market or (4) through the writing of options. Shares also may be delivered in
connection with the issuance of securities by issuers other than the Company that are exchangeable
for (whether optional or mandatory) or payable in, such shares or pursuant to which such shares may
be distributed. At the time a particular offering of the shares is made, a Prospectus Supplement,
if required, will be distributed which will set forth the aggregate amount and type of the shares
being offered and the terms of the offering, including the name or names of any underwriter,
broker/dealers or agents, any discounts, commissions and other terms constituting compensation from
the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid
to broker/dealers. This prospectus also may be used by pledges, donees and transferees of the
Selling Stockholders or by other persons acquiring shares, including brokers who borrow the shares
to settle short sales of shares of the common stock. In addition, the shares which qualify for
sale under an applicable exemption from registration under the Securities Act may be sold pursuant
to such exemption rather than this prospectus.
To comply with the securities laws of certain jurisdictions, if applicable, the shares will be
offered or sold in such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions the shares may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from registration or
qualification is available and is complied with.
The Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provision may limit the timing of purchases and sales of any of the shares by the Selling Stockholders. The foregoing may affect the marketability of such securities.
The
Selling Stockholders will pay all underwriting discounts and selling commissions, if any.
16
Table of Contents
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common stock being offered under this
prospectus will go to the selling stockholder. Accordingly, we will not receive any proceeds from
sales of these shares. We are paying the expenses of registration of the shares being offered under
this prospectus.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable.
LEGAL MATTERS
The validity of the common stock offered hereby has been passed upon for Golden Telecom, Inc.
by Ilya Smirnov, Vice President, General Counsel and Secretary of Golden Telecom, Inc.
EXPERTS
The consolidated financial statements of Golden Telecom, Inc. appearing in Golden Telecom,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2006 (including schedule appearing
therein), and Golden Telecom, Inc. management's assessment of the effectiveness of internal control
over financial reporting as of December 31, 2006 included therein, have been audited by Ernst &
Young LLC, independent registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such financial statements and management's
assessment are, and audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young LLC pertaining to such
financial statements and management's assessments (to the extent covered by consents filed with the
Securities and Exchange Commission) given on the authority of such firm as experts in accounting
and auditing.
17
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*
Information required by Part I to be contained in the Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the Securities
Act, and the "Note" to Part I of Form S-8.
18
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Golden Telecom, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") (or furnished by the Registrant to the
Commission) are incorporated by reference in this Registration Statement:
(a) the Registrant's Form's 8-K filed by the Registrant with the Commission on January
24, 2007, January 25, 2007, February 8, 2007, February 27, 2007, March 13, 2007, March
15, 2007, March 22, 2007, March 28, 2007, May 8, 2007, May 22, 2007, May 25, 2007, May
31, 2007, July 3, 2007, July 19, 2007, July 20, 2007,
August 9, 2007, August 10, 2007, October 9, 2007 and
November 8, 2007;
(b) the Registrant's Form's 8-K/A filed by the Registrant with the Commission on May
30, 2007 and August 9, 2007;
(c) the Registrant's annual report on Form 10-K for the year ending December 31, 2006
filed by the Registrant with the Commission on March 16, 2007;
(d) the Registrant's proxy statement filed by the Registrant with the Commission on
April 30, 2007,
(e) the Registrant's quarterly report on Form 10-Q for the quarter ending March 31,
2007 filed by the Registrant with the Commission on May 15, 2007;
(f) the Registrant's quarterly report on Form 10-Q/A for the quarter ending March 31,
2007 filed by the Registrant with the Commission on August 14, 2007;
(g) the Registrant's quarterly report on Form 10-Q for the quarter ending June 30,
2007 filed by the Registrant with the Commission on August 14, 2007;
(g) the Registrant's quarterly report on Form 10-Q for the quarter ending September
30, 2007 filed by the Registrant with the Commission on November 9, 2007;
(h) the Registrant's Registration Statement on Form S-8 filed by the Registrant with
the Commission on July 17, 2000; and
(i) the Registrant's Registration Statement on Form S-8 filed by the Registrant with
the Commission on October 23, 2001.
In addition, all documents subsequently filed or furnished by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered have been sold or which
deregisters all such shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing or furnishing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides, in
summary, that directors and officers of Delaware corporations such as the Registrant are entitled,
under certain circumstances, to be indemnified against all
19
Table of Contents
expenses and liabilities (including attorneys' fees) incurred by them as a result of suits brought
against them in their capacity as a director or officer if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful; provided that no indemnification may be made against expenses in respect of
any claim, issue or matter as to which they shall have been adjudged to be liable to the
Registrant, unless and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such indemnification may be made by the company only as
authorized in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the applicable standard of
conduct.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty or loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock
purchase and redemption) or (iv) for any transaction from which the director derived an improper
personal benefit.
The Registrant's Certificate of Incorporation (the "Certificate") provides that the
Registrant's directors shall not be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided, however, that such exculpation from
liabilities is not permitted with respect to liability arising from items described in clauses (i)
through (iv) in the preceding paragraph. The Certificate and the Registrant's by-laws further
provide that the Registrant shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
The directors and officers of the Registrant are covered under directors' and officers'
liability insurance policies maintained by the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See
Index to Exhibits on page 23.
Item 9. Undertakings.
(a) The 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 aggregate, represent a fundamental change in the information set forth in this 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 Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such information in
the registration statement; provided,
20
Table of Contents
however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this 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 Registrant hereby undertakes that, for purposes of determining liability under the
Securities Act, each filing of the Registrant's annual report on Form 10-K pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and each filing of an employee benefit plan annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
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 Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has 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 Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant 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 Registrant 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.
21
Table of Contents
SIGNATURES
Pursuant to the
requirements of the Securities Act 1933, as amended, the registrant certifies
that is has reasonable grounds to believe that it meets all of the requirements for filing Form
S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Moscow, Russian Federation,
on this 13th day of November
2007.
GOLDEN TELECOM, INC.
(Registrant)
By:
/s/ BORIS SVETLICHNY
Name:
Boris Svetlichny
Title:
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:
/s/ MICHAEL D. WILSON
Name:
Michael D. Wilson
Title:
Vice President and Corporate Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes
and appoints Boris Svetlichny, Ilya Smirnov and Michael D. Wilson and each of them severally, his
true and lawful attorney or attorneys with power of substitution and resubstitution to sign in his
name, place and stead in any and all such capacities the Registration Statement and any and all
amendments thereto (including post-effective amendments) and any documents in connection therewith,
and to file the same with the Securities and Exchange Commission, each of said attorneys to have
power to act with or without the other, and to have full power and authority to do and perform, in
the name and on behalf of each such officer and director of the Registrant who shall have executed
such a power of attorney, every act whatsoever which such attorneys, or any one of them, may deem
necessary or desirable to be done in connection therewith as fully and to all intents and purposes
as such officer or director of the Registrant might or could do in person.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities and on
the dates indicated.
Signature
Title
Date
/s/JEAN-PIERRE VANDROMME
Jean-Pierre Vandromme
Chief Executive Officer and Director
(Principal Executive Officer)
November 13, 2007
/s/BORIS SVETLICHNY
Boris Svetlichny
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
November 13, 2007
/s/MICHAEL D. WILSON
Michael D. Wilson
Vice President and
Corporate Controller
(Principal Accounting Officer)
November 13, 2007
Alexey Reznikovich
Chairman of the Board of Directors
Patrick Gallagher
Vice Chairman of the Board
of Directors
/s/PETER AVEN
Peter Aven
Director
November 13, 2007
Vladimir Bulgak
Director
/s/THOR HALVORSEN
Thor Halvorsen
Director
November 13, 2007
/s/DAVID HERMAN
David Herman
Director
November 13, 2007
/s/KJELL JOHNSEN
Kjell Johnsen
Director
November 13, 2007
/s/OLEG MALIS
Oleg Malis
Director
November 13, 2007
/s/DAVID SMYTH
David Smyth
Director
November 13, 2007
22
Table of Contents
Exhibit Index
Designation
Description
4.1
Golden Telecom, Inc. Equity Participation Plan (incorporated
by reference to the Registrant's Proxy Statement dated April
27, 2007).
5
Opinion of Ilya Smirnov, Vice President, General Counsel and
Corporate Secretary of the Registrant as to the legality of
the securities registered hereby.
23.1
Consent of Ernst & Young LLC,
Independent Registered Public Accounting Firm.
23.2
Opinion of Ilya Smirnov, Vice President, General Counsel and
Corporate Secretary of the Registrant (included in Exhibit 5).
24
Powers of Attorney (included on signature page).
23