Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - DELTATHREE INC | v218936_ex99-1.htm |
| EX-10.1 - INTRODUCER AGREEMENT - DELTATHREE INC | v218936_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):
|
April 14, 2011
|
|
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 April 14, 2011, each of deltathree, Inc. (the “Company”), Delta Three Israel, Ltd. and DME Solutions, Inc. entered into the Introducer Agreement (the “Agreement”) with ACN Europe B.V. (“ACN Europe”), a wholly-owned subsidiary of ACN, Inc. (“ACN”), pursuant to which ACN Europe’s independent sales representatives will act as limited agents to promote the Company’s mobile application services to retail residential and commercial consumers. Pursuant to the terms of the Agreement, the Company will pay ACN Europe 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.
Each of Robert Stevanovski, Anthony Cassara and David Stevanovski, members of the Company’s Board of Directors, has an ownership interest in ACN, and each of them and Colleen Jones, a member of the Company’s Board of Directors, has a director, officer and/or advisory position with 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 April 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
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit No.
|
Description
|
|
|
10.1
|
Introducer Agreement, dated as of April 13, 2011, by and among deltathree, Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and ACN Europe B.V.
|
|
|
99.1
|
Press release issued by the Company dated April 18, 2011.
|
2
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: April 18, 2011
3
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
10.1
|
Introducer Agreement, dated as of April 13, 2011, by and among deltathree, Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and ACN Europe B.V.
|
|
|
99.1
|
Press release issued by the Company dated April 18, 2011.
|
4