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): May 20, 2005
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COMTEX NEWS NETWORK, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-10541 13-3055012
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
625 N. Washington Street, Suite 301, Alexandria, Virginia 22314
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 820-2000
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Not Applicable
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(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))
Item 1.01 Entry into a Material Definitive Agreement.
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On May 20, 2005, Comtex News Network, Inc ("Comtex") appointed Chip Brian
to the position of President and Chief Operating Officer. Pursuant to this
appointment, Comtex and Chip Brian entered into an employment agreement for a
two-year term, with an annual base salary of $160,000, eligibility for an annual
bonus not to exceed 25% of annual base salary and options to acquire 250,000
shares of Comtex News Network, Inc. common stock to vest in equal quarterly
installments over the term of the employment agreement, beginning on July 1,
2005.
Item 5.02 Departure of Directors or Principal Officers; Election of
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Directors; Appointment of Principal Officers
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On May 20, 2005, Comtex News Network, Inc appointed Chip Brian to the
position of President and Chief Operating Officer. A copy of a related press
release is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired. Not applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated May 23, 2005 issued
by Comtex News Network, Inc.
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.
COMTEX NEWS NETWORK, INC.
DATE: May 24, 2005 By: /s/ C.W. Gilluly
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C.W. Gilluly, Ed.D.
Chairman and Interim Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press release dated May 23, 2005 issued by Comtex News Network, Inc.