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
April 3 , 2006 ( March 20, 2006)
Date of Report (Date of earliest event reported)
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-120412 | 58-2342021 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
420 Lexington Avenue, Suite 518
New York, NY 10170
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 972-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including the exhibit) that are not purely historical facts, including statements regarding Fusion's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, introduction of products in a timely fashion, market acceptance of new products, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new third-party products and techniques that render Fusion’s products obsolete, delays in obtaining regulatory approvals, potential product recalls and litigation. Risk factors, cautionary statements and other conditions which could cause Fusion's actual results to differ from management's current expectations are contained in Fusion's filings with the Securities and Exchange Commission. Fusion undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On April 3, 2006 Fusion Telecommunications International, Inc. (‘Fusion”) announced the appointment of Jonathan B. Rand as Chief Marketing Officer.
Jonathan B. Rand has served as Chief Marketing Officer since March 20, 2006. Mr. Rand is 43 years old.
Prior to joining Fusion, Mr. Rand was the Chief Executive Officer and Managing Partner of Indigo Capital Advisers LLC and Eretz Business Alliance LLC, two management consulting and capital companies founded in partnership with IDT. He joined Indigo Capital Advisers in May, 2004 and Eretz Business Alliance in November, 2002. Indigo provided sales and financial consulting services to three IDT divisions and other US companies, and Eretz provided similar services to Israeli hi tech companies seeking to enter the U.S. market. From January 1998 to October 2002, Mr. Rand was the Executive Vice President of International Sales & Treasurer of Net2Phone, Inc.
Item 8.01 Other Events
On April 3, 2006, Fusion issued a press release regarding the appointment of Jonathan B. Rand as an executive officer entitled “Jonathan B. Rand Joins Fusion Management.”
The press release is attached as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits |
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| 99.1 | Press Release issued by Fusion Telecommunications International, Inc., dated April 3, 2006 entitled “ Jonathan B. Rand Joins Fusion Managemenet.” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Fusion Telecommunications International, Inc. |
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| | By: | /s/ Matthew D. Rosen |
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Matthew D. Rosen, President and Chief Executive Officer |
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| April 3 , 2006 | |
EXHIBIT INDEX
EXHIBIT NUMBER | | DESCRIPTION |
99.1 | | Press Release issued by Fusion Telecommunications International, Inc., dated April 3, 2006, entitled “Jonathan Rand Joins Fusion Management.” |
