Attached files
| file | filename |
|---|---|
| EX-10.1 - SALES AGENCY AGREEMENT - DELTATHREE INC | v198140_ex10-1.htm |
| EX-99.1 - PRESS RELEASE - DELTATHREE INC | v198140_ex99-1.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): October 4,
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01.
|
Entry into a Material
Definitive Agreement.
|
On
October 3, 2010, each of deltathree, Inc. (the “Company”), Delta Three Israel,
Ltd. and DME Solutions, Inc. entered into the Sales Agency Agreement (the “Agreement”) with LKN
Communications, Inc., doing business as ACN, Inc. (“ACN”), pursuant to
which ACN’s independent sales representatives will act as limited agents to sell
the Company’s mobile application services to retail residential and commercial
consumers. Pursuant to the terms of the Agreement, the Company will pay ACN
a monthly commission equal to fifty percent of the Gross Margin (as defined in
the Agreement). The term of the Agreement is for a period of two years, and will
renew automatically for successive terms of one year each unless either party
provides the other party written notice of termination at least three months
notice prior to the expiration of the then-current term. The Agreement can
be terminated by mutual consent of the parties or by either party upon the
occurrence of a material breach by the other party that is not cured within 30
days of notice of the breach. The Agreement also provides that during
the term the Company will not appoint or permit certain network marketing,
multi-level marketing or direct sales companies listed in the Agreement to sell
the mobile applications.
Each of
Robert Stevanovski, Anthony Cassara, David Stevanovski and Gregory Provenzano,
members of the Company’s Board of Directors, is a principal of ACN, and each of
them (other than Anthony Cassara) serves as an officer of ACN. As a
result of their relationship with ACN, each of these individuals may be deemed
to have a direct or indirect interest in the transactions contemplated by the
Agreement. In accordance with the Company’s Audit Committee Charter,
the Agreement and the transactions contemplated thereby were approved by the
Audit Committee, which includes those directors who are not affiliated with
ACN.
The
foregoing description of the Agreement does not purport to be a complete
summary and is qualified in its entirety by reference to the full text of the
Agreement filed as Exhibit 10.1 to this Report.
|
Item
7.01
|
Regulation
FD Disclosure.
|
On
October 4, 2010, the Company issued a press release announcing the signing of
the Agreement. The press release is furnished herewith as Exhibit
99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
|
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Exhibit No.
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Description
|
|
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10.1
|
Sales
Agency Agreement, dated as of September 27, 2010, by and among deltathree,
Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and LKN
Communications, Inc., doing business as ACN, Inc.
|
|
|
99.1
|
|
Press
release issued by the Company dated October 4,
2010.
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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.
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DELTATHREE,
INC.
|
||
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By:
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/s/ Peter Friedman
|
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Name:
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Peter
Friedman
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Title:
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General
Counsel and Secretary
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Dated:
October 4, 2010
EXHIBIT
INDEX
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Exhibit No.
|
Description
|
|
|
10.1
|
Sales
Agency Agreement, dated as of September 27, 2010, by and among deltathree,
Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and LKN
Communications, Inc., doing business as ACN, Inc.
|
|
|
99.1
|
|
Press
release issued by the Company dated October 4,
2010.
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