Unassociated Document
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) December 12, 2006
Glowpoint,
Inc.
(Exact
name of registrant as specified in its Charter)
|
Delaware
|
0-25940
|
77-0312442
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission File
Number)
|
(I.R.S
Employer Identification
No.)
|
| |
|
|
225
Long Avenue Hillside, NJ 07205
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code (312) 235-3888
Not
Applicable
(Former
name or former address, if changed since last report)
ITEM
5.02
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS.
The
board
of directors of Glowpoint, Inc. (“Glowpoint”) have appointed and, pending the
issuance of Glowpoint’s audited financial statements for the year ended December
31, 2005, Bami Bastani, 53, and James S. Lusk, 50, have accepted the appointment
to serve on the board of directors, the audit committee, and the compensation
committee. Dr. Bastani will also serve on the nominating committee. Dr.
Bastani’s term will expire at the annual meeting of stockholders in 2007 and Mr.
Lusk’s term will expire at the next annual meeting of stockholders. Messrs.
Bastani and Lusk will be compensated in accordance with Glowpoint’s director
compensation plan.
Dr.
Bastani is President and CEO of ANADIGICS (NASDAQ:ANAD), a leading supplier
of
semiconductor radio frequency integrated circuits for the broadband and wireless
communications markets. Prior to joining ANADIGICS in 1998, he held senior
positions with Fujitsu Microelectronics and National Semiconductor. Dr. Bastani
earned his Ph.D and his MSEE in Microelectronics from Ohio State University
and
his BS (Electrical Engineering) from the University of Arkansas. He also holds
three US patents.
Mr.
Lusk
is currently Vice President, Business Services of Avaya (NYSE:AV). Previously,
he was Chief Financial Officer and Treasurer of BioScrip/MIM, a $1.2 billion
public company in the pharmaceutical and health care management fields,
President of Lucent Technologies’ Business Solutions division, and interim Chief
Financial Officer of Lucent Technologies. Mr. Lusk earned his BS (Economics),
cum laude, from the Wharton School, University of Pennsylvania, and his MBA
(Finance) from Seton Hall University.
There
is
no arrangement between Dr. Bastani and Mr. Lusk and any other person pursuant
to
which they were elected as directors. There are no relationships between Dr.
Bastani and Mr. Lusk and Glowpoint that would require disclosure pursuant to
rule 404(a) of Regulation S-K.
Upon
the
appointment of Dr. Bastani and Mr. Lusk to the Audit Committee, it will be
comprised of three (3) independent directors, as such independence is determined
pursuant to the rules and regulations of the Company Guide of the American
Stock Exchange and the Securities and Exchange Commission (“SEC”) under the
Securities Exchange Act of 1934, as amended. The Board of Directors also
determined that Dr. Bastani and Mr. Lusk each has the accounting and related
financial management expertise and satisfies the requirement as an “audit
committee financial expert,” all as determined pursuant to the rules and
regulations of the SEC.
On
December 12, 2006, the Company received the resignations of Michael Toporek,
a
director of Glowpoint since 2002, and Karen Basian, a director of Glowpoint
since 2003, from Glowpoint’s board of directors and all committees.
Additionally,
Richard Reiss will step down as Glowpoint’s Chairman of Board at the end of
2006. He also does not intend to renew his employment agreement with the
Company, which expires at year end. Mr. Reiss will, however, continue to serve
on the Board. After the start of the year, the Board will consider electing
a
new chairman, though there is no obligation to do so.
On
December 18, 2006, the Company issued a press release addressing the foregoing
matters, which is attached hereto as Exhibit 99.1 and is incorporated herein
by
reference.
ITEM
8.01. OTHER EVENTS.
Item
5.02
and the information in the press release that is incorporated by reference
under
Item 5.02 above is also incorporated by reference into this Item
8.01.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (a) |
Financial Statements of
Businesses
Acquired. Not Applicable. |
| |
|
|
|
| (b) |
Pro Forma Financial Information.
Not Applicable. |
| |
|
|
|
| (c) |
Exhibits |
|
|
| |
|
|
|
| |
Exhibit No. |
|
Description |
| |
|
|
|
| |
Exhibit 99.1 |
|
Press
release dated December 18, 2006 announcing the appointment of Dr.
Bastani
and Mr. Lusk to the board and committees, the resignation of Ms.
Basian
and Mr. Toporek from the board and all committees thereof, and the
decision by Mr. Reiss not to continue as Chairman of the Board or
an
employee of the Company.
|
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.
| |
|
|
| |
GLOWPOINT,
INC. |
|
|
|
| |
By: |
/s/
Michael
Brandofino
|
| |
Michael Brandofino |
| |
Chief
Executive Officer and President |
Date:
December 18, 2006