Attached files
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EX-99..1 - DELTATHREE INC | v208315_ex99-1.htm |
EX-10.1 - DELTATHREE INC | v208315_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): December 21,
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)
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(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.
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On
December 21, 2010, deltathree, Inc. (the “Company”) and ACN Korea, Inc. (“ACN
Korea”), a wholly-owned subsidiary of ACN, Inc. (“ACN”), entered into an
agreement (the “Agreement”) pursuant to which the Company will provide digital
phone and video voice-over-IP telecommunications services to ACN Korea. ACN
Korea will provide such services in combination with the video telephones and
VoIP telephones it sells through its independent sales representatives to
its subscribers.
Pursuant
to the terms of the Agreement, ACN Korea will pay the Company a one-time set-up
fee and an activation and monthly subscriber-based fee thereafter. The Company
will provide services under the Agreement for a period of two years from the
date of the launch of the services in December 2010. The Agreement
can be terminated by either party for cause.
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
January 18, 2011, the Company issued a press release announcing the signing of
the Agreement. The press release is furnished herewith as Exhibit
99.1.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
|
|
10.1
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Service
Agreement, dated as of December 16, 2010, by and between deltathree, Inc.
and ACN Korea, Inc.
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|
99.1
|
Press
release issued by the Company dated January 18,
2011.
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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.
DELTATHREE,
INC.
|
|||
By:
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/s/ Peter Friedman
|
||
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:
January 18, 2011
EXHIBIT
INDEX
Exhibit No.
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Description
|
|
10.1
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Service
Agreement, dated as of December 16, 2010, by and between deltathree, Inc.
and ACN Korea, Inc.
|
|
99.1
|
Press
release issued by the Company dated January 18,
2011.
|