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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):December 8, 2006
Global Traffic Network, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) | 000-51838 (Commission File Number) | 33-1117834 (IRS Employer Identification No.) | ||
| 800 Second Avenue, 5th Floor, New York, New York | 10017 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| (212) 896-1255 | ||||
| (Registrant’s telephone number, including area code) | ||||
| (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:
| 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)) |
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2006, the Company’s Board of Director’s elected Gary Worobow to serve as a director of the Company. Mr. Worobow has also been appointed to serve as a member of the Company’s Corporate Governance and Compensation Committees. In connection with his election to the Board, the Company granted to Mr. Worobow, effective December 8, 2006, a stock option to purchase 50,000 shares of the Company’s common stock. The option has an exercise price equal to $4.66 (the fair market value of the Company’s common stock based on the closing price, as reported on The Nasdaq Global Market, on the trading date immediately prior to the date of grant) and will vest in three equal annual installments commencing on the one-year anniversary of the date of grant.
Currently, Mr. Worobow serves as Executive Vice President and General Counsel of Five S Capital, Ltd. where he has been since January of 2006. Previously, Mr. Worobow was with Westwood One, Inc. where he served as Executive Vice President, Business Affairs and Business Development from 2003 through 2005, and as Senior Vice President and General Counsel from 1999 through 2002. Prior to joining Westwood One, Inc. in 2003, Mr. Worobow was a founder and General Counsel of Columbus Capital Partners, LLC from 2002 through 2003. In addition, Mr. Worobow held the positions of Senior Vice President, General Counsel and Board Member for Metro Networks, Inc. from 1995 to 1999.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Press Release, dated December 11, 2006.
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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.
| Global Traffic Network, Inc. | ||||
| Date: December 11, 2006 | By: | /s/ Scott E. Cody | ||
| Scott E. Cody,Chief Operating Officer and | ||||
| Chief Financial Officer | ||||
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 11, 2006. |