UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 11, 2002
CTI GROUP (HOLDINGS) INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-10560 51-0308583
---------------------------- -------------- ----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
--------------------------
333 North Alabama Street, Suite 240
Indianapolis, IN 46204
----------------------------------------
(Address of principal executive offices)
(317) 262-4666
-------------------------------
(Registrant's telephone number,
including area code)
Not Applicable
-------------------------------
(Former name or former address,
if changed since last report)
References to "CTIG," the "Company," "we," "us" and "our" in this
Current Report refer to CTI Group (Holdings) Inc. and its subsidiaries and
predecessors unless the context of the description indicates otherwise.
FORWARD LOOKING STATEMENTS
The following information is qualified in its entirety by, and should
be read in conjunction with, the more detailed information and financial data,
including the financial statements of CTIG and its subsidiaries, and the notes
thereto, appearing in CTIG's reports filed with the Securities and Exchange
Commission. In addition to historical information, this Current Report on Form
8-K, may contain certain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements regarding CTIG's business and prospects are based upon numerous
assumptions about future conditions which may ultimately prove to be inaccurate,
and actual events and results may materially differ from anticipated results
described in such statements. Such forward-looking statements involve risks and
uncertainties and any one or a combination of these risks could have a material
adverse effect on CTIG's business, financial condition and results of
operations. These forward-looking statements represent CTIG's judgment as of the
date of this report. CTIG disclaims, however, any intent or obligation to update
these forward-looking statements.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On June 11, 2002, Anthony P. Johns resigned as a director of CTIG. CTIG
paid Mr. Johns $99,584.12 on account of board and other fees that would have
been earned by Mr. Johns after the date hereof if he continued to serve the
balance of his term as a director of CTIG.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Not applicable.
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.
CTI GROUP (HOLDINGS) INC.
(Registrant)
Date: June 18, 2002 By: /s/ Harold D. Garrison
------------------------------------
Name: Harold D. Garrison
Title: Chairman of the Board of Directors