Attachment 20170126162623-113.p

20170126162623-113.p

SUPPLEMENT

Supplement

1998-12-28

This document pretains to ITC-T/C-19981228-00900 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998122800900_1398618

Streamlined ITC-T/C-1 9981228-00900 CLARICOM NETWORKS, INC. Categories of Services for 214 Applications 1Jtreamline/Non-streamline) o ASSIGNMENT OF LICENSE o GLOBAL FACILITIES-BASED SERVICE o GLOBAL FACILITIES-BASED/GLOBAL RESALE SERVICE O GLOBAL RESALE SERVICE o INDIVIDUAL FACILITIES-BASED SERVICE o INTERCONNECTED PRIVATE LINE RESALE SERVICE o LIMITED GLOBAL FACILITIES-BASED SERVICE/LIMITED GLOBAL RESALE SERVICE o LIMITED GLOBAL FACILITIES-BASED SERVICE o LIMITED GLOBAL RESALE SERVICE o INMARSAT AND MOBILE SATELLITE SERVICE o j SWITCHED RESALE SERVICE TRANSFER OF CONTROL O SUBMARINE CABLE LANDING LICENSE o INTERNATIONAL SPECIAL PROTECT Description of Application:

READ INSTRUCTIONS CAREFULLY APPROVED BY 0MB 3060-0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION ____________________________ SPECLAL USE REMITTANCE ADVICE 1 1 FCC USE ONLY (1)LOCKBOX# 358115 PAGENO...0F__. I SECTION A - PAYER INFORMATION I (2) PAYER NAME (if paying by credit card, enter name emctly as it appears on your card) (3) TOTAL AMOUNT PAID (dollars and cents) Clarity Telecom, Inc. $ 780 . 00 (4) STREET ADDRESS LINE NO. 1 478 Wheelers Farms Road (5) STREET ADDRESS LINE NO.2 Building B (6) CITY (7) STATE (8) ZIP CODE Milford CT 06460 (9) DAY11ME TELEPHONE NUMBER (Include area code) (IC) COUNTRY CODE (if not in U.S.A.) (203) 882-3700 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159 C) SECTION B - APPLICANT INFORMATION (11) APPLICANT NAME (if paying by credit card, enter name exactly as it appears on your card) I Claricom Networks, Inc. (12) STREET ADDRESS LINE NO. 1 478 Wheelers Farms Road (13) STREET ADDRESS LINE NO.2 Building B (14) CITY (15) STATE (16) ZIP CODE Milford CT 06460 (17) DAYTiME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) (203) 882-3700 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 159 C) I (20A) PAYMENT TYPE CODE (PTC) SECTION C PAYMENT INFORMATION I (19A) FCC CALL SIGN/OTHER ID (21A)QUAN1TfY (22A) FEE DUE FOR (PTC) IN BLOCK 20A FCC USE ONLY C U T 1 $ 780.00 (23A) FCC CODE 1 (24A) FCC CODE 2 (1 9B) FCC CALL StGN/OTHER ID (20B) PAYMENT TYPE CODE (PTC) f (21 B) QUANTITY (22B) FEE DUE FOR (PTC) IN BLOCK 20B FCC USE ONLY (23B) FCC CODE I I $ (24B) FCC CODE 2 (I 9C) FCC CALL SIGN/OTHER ID (2CC) PAYMENT TYPE CODE (PTC) (21 C) QUANTITY (22C) FEE DUE FOR (PTC) IN BLOCK 2CC ICC USE ONLY (23C) FCC CODE 1 I I $ (24C) FCC CODE 2 (1 9D) FCC CALL SIGN/OTHER ID (20D) PAYMENT TYPE CODE (PTC) (21 D) QUAN1TIY (22D) FEE DUE FOR (PTC) IN BLOCK 2OD FCC USE ONLY (23D) FCC CODE I I $ (24D) FCC CODE 2 SECTION D - PAYER INFORMATION (REQUIRED) (25) (26) COMPLETE ThiS BLOCK ONLY IF APPLICANT NAME IN B-Il IS DIFFERENT FROM PAYER NAME IN A-2) _________________________________________________ PAYERTIN 1014 l l k lI 1818 l I APPLICANTTIN 1014 l l Il l 18 l frI (27) CER CATION STATEMENT SECTION E CERTIFICATION I I, Va erie M . Furman , Esq. , Certify under penalty of perjury that are true and correct to the best of my knowledge, infomation and belief. SIGNATURE " ," ''-' SECTION F CREDIT CARD PAYMENT INFORMATION I (28) MASTERCARDNISA ACCOUNT NUMBER: EXPIRATION DATE: I MASTERCARD ________________ MONTh I YEAR hereby au ze the FCC to cha'ge myv Ac MASTERCARD AUTHORIZED SIGNA11JRE DATE VISA fer the serAce(s)Iauthorization(s) herdn desoibed. SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

DICKSTEIN SHAPIRO M0RIN OSHINSKY LLP 2101 L Street NW. Washington, DC 20037-1 526 Tel (202) 785-9700 • Fax (202) 887-0689 Writer's Direct Dial. (202) 833-5017 E-Mail Address: Furman Vdsmo.com December 28, 1998 VIA COURIER Federal Communications Commission International Bureau - Telecommunications P.O. Box 358115 Pittsburgh, Pennsylvania 15251-5115 Re: Claricom Networks, Inc. Request for Approval of an Indirect Change in Control Dear Sir or Madam: On behalf of Claricom Networks, Inc., pursuant to Section 63.18(e)(2) of the Commission's Rules, we hereby submit an original and two (2) copies of its request for approval of an indirect change in control that will occur as a result of the merger of Claricom Holdings, Inc., the parent corporation of Claricom Networks, Inc., with Sigma Acquisition Corp., a wholly-owned subsidiary of Staples, Inc. A completed FCC Form 159 and a check in the amount of $780 in payment of the Commission's processing fee accompany this filing. We have included an extra copy of this filing, marked "Stamp and Return." Please date-stamp the extra copy to confirm your receipt, and return it to the courier. Any questions regarding this filing may be directed to the undersigned. Very truly yours, Valerie M. Furman Counsel for Claricom Networks, Inc. VMF/gsw Attachment and Enclosure 1177 Avenue of the Americas • 41st Floor • New York, New York 10036-2714 Tel (212) 835-1400 • Fax (212) 997-9880 http://wwwdsmo.com

Before the FEDERAL COMMUNICATIONS COMMISSION IN THE MATTER OF CLARICOM NETWORKS, INC. Docket No. ITC-214-____________ REQUEST FOR APPROVAL OF AN INDIRECT CHANGE IN CONTROL REQUEST FOR APPROVAL OF AN INDIRECT CHANGE IN CONTROL Claricom Networks, Inc. ("Claricom Networks" or "Company"), pursuant to Section 63.18 of the Commission's Rules, hereby requests Commission approval of an indirect change in control of Claricom Networks that will occur as a result of the merger of Claricom Holdings, Inc. ("Claricom Holdings"), the parent corporation of Claricom Networks, with Sigma Acquisition Corp. ("Sigma"), a wholly-owned subsidiary of Staples, Inc. Effective October 18, 1996, Claricom Networks was granted global international resale authority under Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.18(e)(2) of the Commission's Rules.' Claricom Holdings owns 100% of the outstanding capital stock of Claricom Networks. Claricom Holdings has entered into a Merger Agreement pursuant to which See Report No. 1-8211, DA-96-1756 (dated October 24, 1996); 11 FCC Rcd 13911 (1996). 935776 vi; K21SO1I.DOC

Sigma, a newly-formed, wholly-owned subsidiary of Staples, Inc., will merge with and into Claricom Holdings (the "Merger"). Claricom Holdings will be the surviving corporation of the Merger. As a result of the Merger, Staples, Inc. will own the majority of shares in Claricom Holdings. It is anticipated that post-merger, Staples, Inc. will own in excess of 90% of the shares of Claricom Holdings and that no other shareholder of Claricorn Holdings will own in excess of 5% of the shares. Claricom Networks will continue to be a wholly-owned subsidiary of Claricorn Holdings following the Merger. In addition, Claricom Networks' current Chief Executive Officer and current Chief Operating Officer/President will continue in these positions following consummation of the Merger. Claricom Networks' headquarters will remain at 478 Wheelers Farms Road, Building B, Milford, Connecticut 06460 following consummation of the Merger. Claricom Networks will continue to resell the long-distance telecommunications services of its underlying carriers pursuant to Claricom Networks' existing tariff provisions, including rates and charges. Substantially all of the personnel who currently comprise the telecommunications resale division of Claricom Networks will remain employees of the Company; service complaints and responses will be handled in the same manner; and customers will continue to contact the same toll-free 800-number to obtain service, make billing inquiries, and report outages. The indirect change in control of Claricom Networks resulting from the Merger will be completed in a seamless fashion that will not adversely affect either Claricom Networks' customers or Claricom Networks' provision of telecommunications services pursuant to its authorization under Section 214 of the Communications Act of 1934, as amended. 47 U.S.C. § 214. Customers will be able to 2 935776 vi; K21SOII.DOC

purchase the same high quality services from Claricom Networks that they currently purchase. Thus, all resale customers of Claricom Networks will continue to obtain service from the same people they have come to rely upon. There will be neither a direct transfer of control of Claricom Networks nor an assignment of Claricom Networks' Section 214 authorization as a result of the Merger. Rather, the Merger will result only in an indirect change in control of Claricom Networks. As stated above, following the consummation of the Merger, Claricom Networks will continue to operate under its existing name and pursuant to its existing tariff, and will continue to provide service in the same manner as it does currently. In support of its request for approval of an indirect change in control, and in accord with Section 63.18(e)(5) of the Commission's Rules, Claricom Networks submits the following information: 1. Claricom Networks' legal name, address and telephone number: Claricom Networks, Inc. 478 Wheelers Farms Road Milford, Connecticut 06460 (203) 882-3700 Sigma's legal name, address and telephone number: Sigma Acquisition Corp. 1 Research Drive Westborough, MA 01581 (508) 370-8500 3 935776 vi; K21S011.DOC

2. Claricom Networks is incorporated in the State of Delaware and is in good standing under the laws of that state. Claricom Networks operates primarily as a switchiess, non- facilities based reseller of telecommunications services provided over the networks of other authorized interexchange carriers. As stated above, Claricom Networks is a wholly-owned subsidiary of Claricom Holdings. Sigma is incorporated in the State of Delaware and is in good standing with the laws of that state. As stated above, Sigma is a wholly-owned subsidiary of Staples, Inc. 3. The name, address and telephone number of the officer who should be contacted in connection with the general management of Claricom Networks is: James A. Graham Senior Vice President, Finance and Administration and Secretary Claricom Networks, Inc. 478 Wheelers Farms Road Milford, Connecticut 06460 (203) 882-3700 The names, addresses and telephone numbers of Claricom Networks' legal counsel are: Albert H. Kramer, Esq. Valerie M. Furman, Esq. Dickstein, Shapiro, Morin & Oshinsky, LLP 2101 L Street, N.W. Washington, D.C. 20037 (202) 833-5017 and Joyce E. Johnson, Esq. Corporate & Regulatory Counsel Claricom Networks, Inc. 478 Wheelers Farms Road Milford, Connecticut 06460 (203) 882-4545 4 935776 vi: K21SO1I.DOC

All correspondence or other communications regarding the instant filing should be directed to Claricom Networks' above-designated counsel. The name, address and telephone number of the officer who should be contacted in connection with the general management of Sigma is: Charles C. Freeman Vice President and Assistant Secretary Sigma Acquisition Corp. 100 Pennsylvania Ave. Framingham, MA 01701 (508) 370-7934 Copies of any correspondence sent to Claricom Networks' designated counsel should also be directed to: Stephen L. Goodman, Esq. Haiprin, Temple, Goodman & Sugrue 1100 New York Ave. N.W. Suite 650 East Washington, D.C. 20009 (202) 371-9100 Counsel for Sigma Acquisition Corp. 4. As stated above, effective October 18, 1996, Claricom Networks was granted global international resale authority under Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.18(e)(2) of the Commission's Rules.2 2 Id. 5 935776 vi; K21SO1L DCC

Neither Sigma nor its parent corporation, Staples, Inc., have previously applied for or received any authority under Section 214 of the Communications Act of 1934, as amended. 47 U.S.C. § 214. 5. Sigma is not a foreign carrier and does not have any affiliation, either directly or indirectly, with any foreign carrier, as the term "affiliation" is defined in part 63.18(h)(1)(i) of the Commission's Rules. 47 C.F.R. §63.18(h)(1)(i). As stated above, Sigma is a wholly-owned subsidiary of Staples, Inc., a Delaware corporation. Staples, Inc.'s sole 10% or greater shareholder is FMR Corp., a U.S. corporation incorporated in the State of Delaware. FMR Corp. beneficially owns 12.7% of the outstanding shares of common stock in Staples, Inc. FMR Corp.'s legal name and address are: FMR Corp. 82 Devonshire Street Boston, MA 02109 FMR Corp.'s principal business is institutional investments. Interlocking directorates: George Mitchell is a director of Staples, Inc. and Xerox Corp. Xerox Corp. has in the past held and may currently hold a Section 214 authorization issued by the Commission. 6 935776 v1 K21S011.DOC

6. Claricom Networks and Sigma each certiF,r that they have not agreed to accept special concessions directly or indirectly from any foreign carrier or administration with respect to any U.S. international route where the foreign carrier possesses sufficient market power on the foreign end of the route to affect competition adversely in the U.S. market, and further certify that they will not enter into such agreements in the future. 7. Claricom Networks and Sigma each certify that neither Claricom Networks, Sigma, or any party to this request is subject to a denial of Federal benefits pursuant to Sections 1.2001 through 1.2003 of the Commission's Rules or Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. §853a. 8. Claricom Networks and Sigma respectfully request streamlined processing of the instant request pursuant to Section 63.12 of the Commission's Rules. As stated above, there will be neither a direct transfer of control of Claricom Networks nor an assignment of Claricom Networks' Section 214 authorization as a result of the above-described Merger. The Merger will result only in an indirect change in control of Claricom Networks. The indirect change in control of Claricom Networks will not result in Claricom Networks becoming affiliated, either directly or indirectly, with a foreign carrier on any U.S. international route. In addition, following the consummation of the Merger, Claricom Networks will continue to operate under its existing name and pursuant to its existing tariff, and will continue to provide service in the same manner as it does currently. Accordingly, Claricom Networks and Sigma believe the instant request qualifies for streamlined processing. 7 935776 vi; K21S011.DOC

CONCLUSION WHEREFORE, Claricom Networks, Inc. and Sigma Acquisition Corp. respectfully request that the Commission grant the instant request for approval of an indirect change in control of Claricom Networks, Inc. Respectfully submitted, CLARICOM NETWORKS, INC. By: Jmes A. Graham Senior Vice President, Finance and Administration and Secretary Dated: SIGMA ACQUISITION CORP. By: Charles C. Freeman Vice President and Assistant Secretary Dated: ___________________ 8 935776 vi; K2ISOUDOC

coJIcLusQ WHEREFORB, Cliuicom Nctworks , Inc. and Sigma Aqui3i1urn Corp . rspcctfully requnat that the Comxnia3ion grant the insain requcsc for approvi1 of an tndircct changc in control of Clancom Nctworks, Inc. RtpccifuI1y aubmitmd, CLAiucOM NE'Iwos. INC. By LTamM A Gahain Scnioc Vice Praaide Fnarice and Adniimatratjon and Sccrctary Dare1; SIGMA ACQU!SrrJON CORP Chaxies C. Ieman Vice President and Assistant Secretary Dtcd: I77Sv1 i(iI5OI.OOO a

CLARITY TELECOM, INC. 52_153!112 001 DBA EXECUTONE BUSINESS SOLUTIONS MILFORD, CT 06460 I2L 19- - $o.O PAY TO THE SoofltY$. ORDER OF DOLLAR /4 BANK OF BOSTON (MAINE), N.A. SOUTH PORTLAND, ME ( -, FOR ao O2L ?L6" ii.00000L3'i'O" ,:OL2O53'


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