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): August 26, 2019
GTT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-35965 | | 20-2096338 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | |
7900 Tysons One Place
Suite 1450
McLean, VA 22102
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (703) 442-5500
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered: |
| Common Stock, par value $.0001 per share | | GTT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 26, 2019 Michael Sicoli notified the Board of Directors of GTT Communications, Inc. (the “Company”) of his decision to resign as the Company’s Chief Financial Officer, effective September 30, 2019.
Daniel M. Fraser will assume the duties of principal financial officer of the Company on an interim basis while the Company conducts an executive search for Mr. Sicoli’s replacement. Mr. Fraser, age 42, has served as the Company’s global corporate controller since April 2014 and currently serves as the Company’s senior vice president, principal accounting officer and global corporate controller.
Mr. Sicoli’s resignation is not the result of any dispute or disagreement with the Company, or any matter relating to the Company's accounting practices or financial statements.
| Item 7.01. | Regulation FD Disclosure. |
On August 27, 2019, the Company issued a news release announcing Mr. Sicoli’s resignation. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Item 7.01 and in the attached press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
| | | GTT COMMUNICATIONS, INC. |
| | | |
| | | |
| Date: August 27, 2019 | | By: | /s/ Chris McKee |
| | | | Name: | Chris McKee |
| | | | Title: | Secretary and General Counsel |
