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): January 22, 2007
Global Telecom & Technology, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 000-51211 | | 20-2096338 |
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(State or Other
Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
8484 Westpark Drive
Suite 720
McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code:(703) 442-5500
(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 (SeeGeneral 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compemsatory Arrangements of Certain Officers.
On January 22, 2007, Global Telecom & Technology, Inc. (the “Company”) appointed Kevin J. Welch, age 42, as our Chief Financial Officer. Prior to joining us, Mr. Welch served as Senior Vice President and Treasurer of Meristar Hospitality Corporation, a public real estate investment trust focusing on hotels and resorts in the United States, from December 2004 to May 2006. From August 2003 to October 2004, Mr. Welch served as CFO of Landmat International, a privately held applications developer. Mr. Welch holds a Masters in Business Administration from Georgetown University and received his Bachelor of Science from Colorado School of Mines.
In connection with the appointment, on January 22, 2007 we entered into an employment agreement with Mr. Welch. Pursuant to the terms of the employment agreement, Mr. Welch will receive a salary of $190,000 per year. He will be eligible to earn up to a $75,000 bonus during his first year of employment, which will be awarded at the discretion of the Board of Directors based upon its evaluation of his performance and the performance of the Company. The bonus may be comprised of a combination of cash and equity-based compensation, provided that to the extent that any bonus is granted by the Board of Directors, at least 50% of the bonus amount shall be comprised of cash. Promptly after the execution of the employment agreement, he will be granted 22,500 restricted shares of our common stock and 55,000 options to purchase our common stock, each grant vesting in four equal annual installments, pursuant to our 2006 Employee, Director and Consultant Stock Plan. However, if his employment is terminated by us without “cause,” each grant shall be deemed to have vested monthly.
The employment agreement provides that Mr. Welch will not compete with us during the period of his employment and continuing until one year following the termination of his employment. He has also agreed not to solicit our customers, employees or consultants during the same period. Pursuant to the terms of the employment agreement, Mr. Welch also entered into an assignment of inventions and confidentiality agreement, pursuant to which he has agreed to maintain in confidence all of our proprietary information, and to assign to us any inventions conceived by him in the course of his employment.
The employment agreement will remain in effect until it is terminated under any of the following circumstances: (1) upon Mr. Welch’s death, (2) upon the disability of Mr. Welch that prevents him from performing his duties to us for a period of more than 180 days in the aggregate in any 12-month period, (3) upon written notice from us, terminating his employment for “cause,” as defined in the employment agreement, (4) upon written notice from us terminating his employment without “cause,” (5) upon written notice from Mr. Welch, terminating his employment for “good reason,” as defined in the employment agreement, or (6) upon not less than 30 days written notice from Mr. Welch, terminating his employment other than for “good reason.”
In the event of Mr. Welch’s disability, he would be entitled to a continuation of health benefits for six months following the termination of his employment. In the event that his employment is terminated by us without “cause,” or by Mr. Welch for “good reason,” he would be entitled to receive his base salary and health benefits for six months following the termination
of his employment, however, in certain circumstances he may be entitled to his base salary and health benefits for 12 months following the termination of his employment.
The foregoing description of the employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is attached hereto as Exhibit 10.1.
On January 22, 2007, David Ballarini, who had been serving as our interim Chief Financial Officer and Treasurer, provided notice of his resignation as Chief Financial Officer and Treasurer and termination of his employment agreement, effective immediately.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit | | |
| Number | | Description |
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| 10.1 | | Employment Agreement for Kevin J. Welch, dated January 22, 2007 |
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| 99.1 | | Press Release by Global Telecom & Technology, Inc., dated January 24, 2007* |
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| * | | This information is not deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statements under the Securities Act of 1933, as amended. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 24, 2007
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| | GLOBAL TELECOM & TECHNOLOGY, INC.
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| | By: | /s/ D. Michael Keenan | |
| | | D. Michael Keenan | |
| | | President | |
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EXHIBIT INDEX
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| Exhibit | | |
| Number | | Description |
| | | |
| 10.1 | | Employment Agreement for Kevin J. Welch, dated January 22, 2007 |
| | | |
| 99.1 | | Press Release by Global Telecom & Technology, Inc., dated January 24, 2007* |
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| * | | This information is not deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statements under the Securities Act of 1933, as amended. |
