Cti (CTIG) 8-K Other Events

 

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): March 31, 2006

CTI Group (Holdings) Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-10560	51-0308583
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
333 N. Alabama Street, Suite 240, Indianapolis, Indiana		46204
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 317-262-4582

Not Applicable
______________________________________________
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:

[  ]  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 8.01 Other Events.

The Company has previously disclosed in its current and periodic reports filed with the Securities and Exchange Commission that, in connection with the merger between the Company and Centillion Data Systems, Inc. ("Centillion") effective February 12, 2001, the Company issued 2,833,334 shares of Class B Common Stock to former Centillion stockholders. Pursuant to the Company’s Certificate of Incorporation, as amended (the "Certificate of Incorporation"), shares of Class B Common Stock may be converted into shares of Class A Common Stock at the election of the holders of more than 50% of the outstanding shares of Class B Common Stock. The number of shares of Class A Common Stock to be issued upon such conversion is determined by dividing the value of Centillion Data Systems, LLC, a wholly owned subsidiary of the Company (the "Tracking LLC"), by 88% of the average market price of Class A Common Stock determined pursuant to a formula set forth in the Certificate of Incorporation. For the purposes of t he conversion, the value of the Tracking LLC is deemed to be the book value of the Tracking LLC less the book value of certain patents (the "Net Book Value").
As of February 7, 2006, Fairford Holdings Limited ("Fairford"), the record holder of 2,371,244 shares of Class B Common Stock representing approximately 84% of the 2,833,334 shares of issued and outstanding shares of Class B Common Stock, notified the Company of its election to convert all of the issued and outstanding shares of Class B common stock into shares of Class A common stock in accordance with the procedures set forth in the Certificate of Incorporation. Mr. Salah Osseiran, the majority holder of the Company’s Class A Common Stock and director of the Company, is deemed to be the indirect beneficial owner of 2,371,244 shares of Class B Common Stock held by Fairford, as a grantor and sole beneficiary of a revocable trust which is the sole stockholder of Fairford.
Pursuant to the Certificate of Incorporation, the forego ing conversion of shares of Class B common stock into shares of Class A common stock was effective as of March 31, 2006. As of March 31, 2006, the estimated unaudited Net Book Value of the Tracking LLC was approximately $231,232 and 88% of the average market price per share of Class A Common Stock was $0.24662. Therefore, as of March 31, 2006, 2,833,334 shares of Class B common stock were converted into 937,607 shares (including fractional shares) of Class A common stock, of which 784,690 shares were issued to an entity controlled by Mr. Osseiran, a director and majority stockholder of the Company, and 58,632 shares were issued directly to and to entities controlled by Mr. Garrison, the Company’s director.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements. CTI Group (Holdings) Inc. (the “Company”) includes this cautionary statement regarding forward-looking statements for the express purpose of using protections of the safe-harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. Examples of forward-looking statements include, but are not limited to: (i) projections of book value, revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (ii) statements of plans and objectives of the Company or its management or Board of Directors; (iii) statements of future economic performance; (iv) statements of assumptions underlying other statements and statements about the Company and its business relating to the future; and (v) any statements using the words &#x 201C;estimate”, “anticipate”, “expect”, “may”, “project”, “intend”, “believe”, or variations thereon or similar expressions.
The Company’s ability to predict projected results or the effect of events on the Company’s operating results is inherently uncertain. Forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those discussed in this document. Factors that could affect the Company’s assumptions and predictions include, but are not limited to: (i) ability to attract and retain customers to purchase its products; (ii) ability to develop or launch new software products; (iii) technological advances by third parties and competition; (iv) ability to protect the Company’s patented technology; and (v) ability to obtain settlements in connection with its patent enforcement activities. You should not place any undue reliance on any forward-looking statements. The Company disclaims any intent or obligation to update forward-looking statements contained in this Current Report on Form 8-K.

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.

	CTI Group (Holdings) Inc.
April 6, 2006	By:	/s/ John Birbeck
		Name: John Birbeck
		Title: Chief Executive Officer