0001188112-13-000120.txt : 20130117 0001188112-13-000120.hdr.sgml : 20130117 20130117155358 ACCESSION NUMBER: 0001188112-13-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130111 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130117 DATE AS OF CHANGE: 20130117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROOMLINX INC CENTRAL INDEX KEY: 0001021096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 830401552 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26213 FILM NUMBER: 13534879 BUSINESS ADDRESS: STREET 1: 2150 W. 6TH AVE STREET 2: UNIT N CITY: BROOMFIELD STATE: CO ZIP: 80020 BUSINESS PHONE: (303)544-1111 MAIL ADDRESS: STREET 1: 2150 W. 6TH AVE STREET 2: UNIT N CITY: BROOMFIELD STATE: CO ZIP: 80020 FORMER COMPANY: FORMER CONFORMED NAME: ARC COMMUNICATIONS INC DATE OF NAME CHANGE: 19990527 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE TELECOMMUNICATIONS HOLDING CORP DATE OF NAME CHANGE: 19970212 8-K 1 t75392_8k.htm FORM 8-K t75392_8k.htm


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): January 11, 2013
Roomlinx, Inc.

(Exact Name of Registrant as Specified in its Charter)
 
 
Nevada
  000-26213   83-0401552
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)         Identification No.)
 
11101 W 120th Ave, Suite 200, Broomfield, Colorado  80021
(Address of Principal Executive Offices) (Zip Code)

303-544-1111
(Registrant's telephone number, including area code)


(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):
   
q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
q
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
q
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On January 11, 2013, Anthony DiPaolo’s employment with Roomlinx, Inc. (the “Company”) was terminated.  Accordingly, Mr. DiPaolo is no longer the Company’s Chief Financial Officer and Principal Accounting Officer.

On January 11, 2013, the Board appointed Alan Fine as the Company’s interim Principal Accounting Officer and interim Chief Financial Officer.  From 2008 through 2011, Mr. Fine, age 59, served as the Chief Financial Officer of Pearlstine Distributors, a privately held distributor of Anheuser Busch, Samuel Adams, Heineken, New Belgium and other craft beers to the Charleston, South Carolina market.  In addition to serving as the Chief Financial Officer, during his first year with Pearlstine Distributors, Mr. Fine served as the Director of Operations with respect to the re-engineering of warehouse operations and overseeing certain warehouse additions.  Mr. Fine joined the Company in 2011, assuming the role of Vice President of Finance.  There are no family relationships between Mr. Fine and any director or executive officer of the Company, and there have been no related party transactions between the Company and any party with which Mr. Fine has a direct or indirect material interest.

On January 11, 2013, the Board also appointed Jason Andrew Baxter as the Company’s Chief Operating Officer.  From 2004 through 2009, Mr. Baxter, age 35, served as a Finance Director of CH2M Hill Limited, an engineering construction firm.  From 2009 through 2010, Mr. Baxter was employed as an Operations and Finance Director of Echostar Corporation, a telecommunications company.  Mr. Baxter has also served as an Advisor for WestBridge Terminals, LLC since 2010 and as an Advisor for Cianbro Constructors, LLC since 2011.  Mr. Baxter was retained as a Vice President of the Company in May of 2012 and was appointed as an Executive Vice President of the Company in December of 2012.  There are no family relationships between Mr. Baxter and any director or executive officer of the Company.  Mr. Baxter’s wife provides certain contract and financial services to the Company through Baxter Facilities LLC, a limited liability company co-owned by Mr. Baxter.  The Company has paid Baxter Facilities LLC $46,321 for its services since March of 2012.
 
 
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Item 8.01.   Other Events
 
On January 17, 2013, the Company issued a press release providing an update on service deployment with respect to its business arrangement with Hyatt Corporation.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits                  
                     
(d)
Exhibits:
   
       
 
Exhibit
 
Description of Exhibit
 
99.1
 
Press Release issued by Roomlinx, Inc. on January 17, 2013.
 
 
3

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  January 17, 2013
ROOMLINX INC.  
       
       
 
By:
/s/ Michael S. Wasik  
    Michael S. Wasik  
    President and Chief Executive  
    Officer  
 
 
4
 
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1
 
 
ROOMLINX PROVIDES UPDATE ON SERVICE DEPLOYMENT

Over 20,000 Hyatt Rooms In Service To Date

Denver, CO, January 17, 2013– Roomlinx, Inc. (OTCBB: RMLX), the innovative developer of media networks and interactive TV applications for hotels, today provided an update on the status of its deployment efforts with Hyatt Hotels.
 
As of January 11, 2013, Roomlinx had over 20,000 rooms in service under its Master Service Agreement with Hyatt Hotels to deploy services to up to 60,000 rooms. Roomlinx installations to date have focused on key markets including Orlando, Atlanta, New York, Chicago, Dallas, Houston, Los Angeles, San Francisco and Maui.  In addition to rooms in service, 22,000 rooms were under contract. Roomlinx now has quotes approved for 53% of the Hyatt Hotel rooms, and site surveys have been completed for 97% of the rooms.
 
“ We are providing service to more than 20,000 Hyatt Hotel rooms, up from 8,300 rooms at the end of the third quarter of 2012,” said Mike Wasik, Roomlinx’s CEO. “We are building a team and processes that will position us well to support Hyatt and other major hotel brands beyond Hyatt.”  Wasik also stated, “We have successfully sold our SmartEvent app to select meeting planners at various properties driving additional revenue for both Hyatt and Roomlinx.”

About Roomlinx
Headquartered in Broomfield, Colorado, Roomlinx, Inc. develops interactive TV applications for the hospitality industry, serving hoteliers in the United States, Canada and selected global markets. The company delivers world-class in-room entertainment technology, allowing hotel guests to enjoy the best of HD TV, the Internet, PC functionality and Video on Demand. For more information, visit www.roomlinx.com.

Safe Harbor Cautionary Statement
This news release may contain forward-looking statements within the meaning of the federal securities laws. Statements regarding future events, developments, the Company's future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws.  These statements include statements regarding the Hyatt hotels roll out (including the timing thereof), Roomlinx’s growth as a result of the master service agreement with an affiliate of Hyatt Hotels Corporation, and the revenue potential arising therefrom.  These forward-looking statements are subject to a number of risks and uncertainties, some of which are outlined below. As a result, actual results may vary materially from those anticipated by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are:  the Company's successful implementation of new products and services (either generally or with specific key customers), the Company’s ability to satisfy the contractual terms of key customer contracts, demand for the new products and services, the Company's ability to successfully compete against competitors offering similar products and services, general economic and business conditions; unexpected changes in technologies and technological advances; ability to commercialize and manufacture products; results of experimental studies research and development activities; changes in, or failure to comply with, governmental regulations; the ability to obtain adequate financing in the future; the Company’s ability to establish and maintain strategic relationships, including the risk that key customer contracts may be terminated before their full term; the possibility of product-related liabilities; the Company’s ability to attract and retain qualified personnel; the Company’s ability to maintain its intellectual property rights and litigation involving intellectual property rights; risks related to third-party suppliers; the Company’s ability to obtain, use or successfully integrate third-party licensed technology; breach of the Company’s security by third parties; and the risk factors detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission, including our 2011 Annual Report on Form 10-K available through the web site maintained by the Securities and Exchange Commission at www.sec.gov. The Company undertakes no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

# # #
 
 
Contact:
Michael Wasik
CEO
Roomlinx, Inc.
303.544.1111

David Fore
Hayden IR
206.395.2711
dave@haydenir.com