Attached files
| file | filename |
|---|---|
| EX-99.1 - DELTATHREE INC | v197014_ex99-1.htm |
| EX-10.1 - DELTATHREE INC | v197014_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 19,
2010
deltathree,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
000-28063
|
13-4006766
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
224
West 35th
Street, New York, N.Y.
|
10001
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212)
500-4850
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c) On
September 19, 2010, deltathree, Inc. (the “Company”) entered into the Offer of
Employment Letter with Arie Rand attached as Exhibit 10.1 hereto (the “Offer
Letter”). Pursuant to the terms of the Offer Letter, Mr. Rand will
join the Company on or about October 3, 2010 (the “Starting Date”), and assume
the positions of Chief Financial Officer and Treasurer upon the effectiveness of
Ziv Zviel’s resignation as Chief Financial Officer and Treasurer. As more fully
described in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 7, 2010, Mr. Zviel tendered his resignation
as Chief Financial Officer and Treasurer to pursue another employment
opportunity on August 31, 2010. The resignation will be effective
mid-October 2010 on such date as will be determined by the Company and Mr.
Zviel. Until the effective date of Mr. Zviel’s resignation and Mr. Rand assuming
the positions of Chief Financial Officer and Treasurer, Mr. Zviel and Mr. Rand
will work closely to prepare for the transition.
Prior to
joining the Company, Mr. Rand, age 50, provided private consulting and
management services during 2010. During 2009, Mr. Rand served as a
senior executive at SRI Global Group Funds, a holding company specializing in
socially responsible investments, where he provided business development and
consulting services and served as a partner at one of SRI’s
funds. From 2001 to 2008, Mr. Rand served as the Chief Financial
Officer of Top Image Systems, an international software developer listed on
Nasdaq and traded on the Tel Aviv Stock Exchange.
Pursuant
to the terms of the Offer Letter, Mr. Rand will receive a monthly salary of
$10,000. In addition, effective as of the Starting Date Mr. Rand will
receive a grant of options to purchase 300,000 shares of the Company’s common
stock under and in accordance with the Company’s 2009 Stock Incentive
Plan. Mr. Rand will also be eligible to receive an annual bonus under
the Company’s bonus plan. Termination of the Offer Letter by either
the Company or Mr. Rand will require 60 days’ notice. Mr. Rand will
also receive benefits and perquisites that are generally provided by the Company
to other officers of the Company.
Item
7.01 Regulation
FD Disclosure.
On
September 22, 2010, the Company issued a press release announcing the
appointment of Mr. Rand. The press release is furnished herewith as
Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document |
|
10.1
|
Offer
of Employment Letter between the Company and Mr. Rand, dated September 19,
2010.
|
|
99.1
|
Press
release issued by the Company dated September 22,
2010.
|
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| DELTATHREE, INC. | |||
|
|
By:
|
/s/ Peter Friedman | |
| Name: Peter Friedman | |||
| Title: General Counsel and Secretary | |||
Dated:
September 22, 2010
EXHIBIT
INDEX
| Exhibit No. | Description |
|
10.1
|
Offer
of Employment Letter between the Company and Mr. Rand, dated September 19,
2010.
|
|
99.1
|
Press
release issued by the Company dated September 22,
2010.
|