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): NOVEMBER 10, 2006
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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
On November 10, 2006, Comtex News Network, Inc. (the "Registrant")
entered into an employment agreement (the "Agreement") with Mr. Chip Brian, its
newly appointed President and Chief Executive Officer. The Agreement provides
for a two-year term, which will expire on October 31, 2008, but may be renewed.
Mr. Brian will receive an annual salary of $200,000 and $220,000 over the
two-year term with the possibility of a performance bonus of up to 25% of his
base salary for each year. Mr. Brian may be terminated from employment with or
without cause. However, if he is terminated without cause or for good reason, he
will be entitled to receive payment of his annual salary, full vesting of his
stock options which will then become immediately exercisable and his employee
benefits at the Registrant's expense for a period not to exceed 18 months. The
Agreement also contains Change in Control and Non-Compete provisions. The entire
Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 14, 2006, the Registrant issued a press release reporting
its financial results for the quarter ended September 30, 2006. A copy of the
press release is attached as Exhibit 99.1 to this report and is being furnished
to the SEC and shall not be deemed filed for any purpose.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On November 13, 2006, Mr. Chip Brian, the President and Chief Operating
Officer of the Registrant, was named Chief Executive Officer. Mr. Brian has
served as President and Chief Operating Officer of the Registrant since 2005 and
joined the Registrant in 2004. Prior to joining the Registrant, he held a
product operations management position with Nyfix Incorporated, which provided
support to technicians and the broker community of the New York Stock Exchange.
From 2000 until 2003, Mr. Brian was the Manager, Trading Support Operations for
the BNY Brokerage division of The Bank of New York. A press release announcing
the appointment of Mr. Brian is attached as Exhibit 99.2.
The description of the employment agreement entered into between the
Registrant and Mr. Brian is incorporated by reference to Item 1.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired. Not
applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Shell Company Transactions. Not Applicable
(d) Exhibits.
EXHIBIT NO. DESCRIPTION
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10.1 Employment Agreement, dated November
10, 2006 between Comtex News Network,
Inc. and Mr. Chip Brian
99.1 Press release regarding earnings,
dated November 14, 2006 issued by
Comtex News Network, Inc.
99.2 Press release regarding the
appointment of Mr. Chip Brian, dated
November 13, 2006 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: November 14, 2006 By: /s/ Richard D. Henderson
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Richard D. Henderson, CPA
Treasurer and Controller
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Employment Agreement, dated November 10, 2006 between Comtex
News Network, Inc. and Mr. Chip Brian
99.1 Press release regarding earnings, dated November 14, 2006
issued by Comtex News Network, Inc.
99.2 Press release regarding the appointment of Mr. Chip Brian,
dated November 13, 2006 issued by Comtex News Network, Inc.