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): February 15, 2006
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deltathree, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-28063 13-4006766
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(Commission File Number) (IRS Employer Identification No.)
75 Broad Street, New York, NY 10004
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(Address of Principal Executive Offices) (Zip Code)
(212) 500-4850
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(Registrant's Telephone Number, Including Area Code)
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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 2.02. Results of Operations and Financial Condition.
The information in this Report, including the Exhibit 99.1 attached
hereto, is furnished pursuant to Item 2.02 of this Form 8-K. Such information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
Attached as Exhibit 99.1 is a copy of a press release of deltathree, Inc.
(the "Company") dated February 15, 2006, reporting the Company's financial
results for the fourth quarter and full fiscal year ended December 31, 2005. The
Company's earnings release contains non-GAAP financial measures. Pursuant to the
requirements of Regulation G, the Company has provided reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures. Disclosure regarding definitions of these
measures used by the Company and why the Company's management believes the
measures provide useful information to investors is also included in the press
release.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
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99.1 Press Release Dated February 15, 2006
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.
deltathree, Inc.
(Registrant)
Date: February 15, 2006 By: /s/ Paul C. White
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Paul C. White
Chief Financial Officer