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): September 30, 2011
| HSW International, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-33720 | 33-1135689 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) |
| Six Concourse Parkway, Suite 1500, Atlanta, Georgia 30328 |
| (Address of principal executive offices) (Zip Code) |
| Registrant’s telephone number, including area code | (404) 364-5823 |
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:
| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) On September 30, 2011, James Rosenstock, a member of the Board of Directors of HSW International, Inc. (the “Company”), notified the Board of his resignation from his position as a director, effective immediately. Mr. Rosenstock was designated for election to the Board by our largest stockholder, Discovery Communications. Mr. Rosenstock resigned due to the demands of his position at Discovery Communications. His resignation was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Discovery Communications, if it chooses to do so, will have the right to designate Mr. Rosenstock’s successor to serve on the Company’s Board of Directors.
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.
| | HSW International, Inc. | |
| | | | |
| Date: October 6, 2011 | By: | /s/ Bradley T. Zimmer | |
| | | Name: Bradley T. Zimmer | |
| | | Title: Executive Vice President & General Counsel | |
| | | | |
