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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): Commission File Number:
MAY 14, 1999 1-10210
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486421
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
2000 PENNSYLVANIA AVENUE, SUITE 4800
WASHINGTON, D.C. 20006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 691-2115
(Former name or former address, if changed since last report)
NOT APPLICABLE
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EXECUTIVE TELECARD, LTD.
ITEM 5 OTHER EVENTS
On May 14, 1999, the Board of Directors of Executive TeleCard, Ltd.
(the "Company") voted to repealed the Company's existing "poison pill"
shareholder rights plan (the "Rights Plan").
In place of the "poison pill," the Board is proposing an amendment to
eGlobe's certificate of incorporation for approval at the Company's upcoming
Annual Meeting. The amendment replaces the repealed "poison pill" with a
provision that requires any party who has begun to gain effective control of the
Company because of his ownership of the Company's stock to make a tender offer
for the Company. eGlobe's Annual Meeting is expected to occur in June, 1999.
eGlobe's Chairman and CEO, Christopher Vizas, said, "The shareholders
own this Company. The Board and our management team believe it is the right of
the shareholders to decide whether or not they sell this business. Where there
is a cash offer, there is no need to go through the Board. The 'poison pill'
shareholder rights plan implemented by the previous management and control group
was, in our view, too restrictive. The Board's action today is evidence of their
confidence in the current management team and the Company's ongoing strategy."
Enclosed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference is the text of the May 17, 1999 press release
announcing the repeal of the Rights Plan.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated May 17, 1999 regarding the repeal of the
Company's existing "poison pill" shareholder rights plan.
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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.
EXECUTIVE TELECARD, LTD.
Date: May 18, 1999 By: /s/ Christopher J. Vizas
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Christopher J. Vizas
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated May 17, 1999 regarding the repeal of the
Company's existing "poison pill" shareholder rights plan.