8-K

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
 
 
 
 

February 12, 2009	( February 6, 2009 )
Date of Report	( Date of earliest event reported )

FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)
 
 
 

DELAWARE ( State or other jurisdiction of incorporation ) 001-32421 ( Commission File Number ) 58-23420 21 ( IRS Employer Identification No. )

420 Lexington Avenue, Suite 1718, New York, NY 10170

( Address of principal executive offices, including zip code )

Registrant's telephone number, including area code: (212) 201-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On February 6, 2009, Fusion Telecommunications International Inc., (the “Company”) received notice from NYSE Alternext US LLC (the “Exchange”) indicating the intent of the Exchange to strike the Company’s common stock and redeemable common stock purchase warrants (collectively, the “Securities”) from listing on the Exchange. The Exchange notice reflects the conclusion of the Staff of the Exchange that the Company’s proposed plan of compliance, submitted on November 17, 2008, did not satisfactorily demonstrate the Company’s ability to address the following deficiencies under the Exchange Company Guide:

•     The Company has had stockholders’ equity of less than $2 million and losses from continuing operations and net losses in two of its three most recent fiscal years, stockholder’s equity of less than $4 million and losses from continuing operations and net losses in three of its four most recent fiscal years, and stockholders’ equity of less than $6 million and losses from continuing operations and net losses in its five most recent fiscal years, as a result of which the Company is not in compliance with Section 1003(a)(i), Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide; and

•     The Company has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition had become so impaired, that, in the Exchange’s opinion, it is questionable whether the Company can continue operations and/or meet its obligations as they mature, as a result of which the Company is not in compliance with Section 1003(a)(iv) of the Company Guide; and

•     The Company did not adequately address the low selling price of its securities within a reasonable time after being advised by the Staff of the Exchange that it deemed it appropriate for the Company to effect a reverse stock split, and as a result, the Staff has asserted an additional deficiency pursuant to Section 1003(f)(v) of the Company Guide.

     The Company intends to appeal the Exchange's determination before a Listing Qualifications Panel (the “Panel”). The Company’s Securities will continue to be listed on the Exchange pending the Panel’s determination. If the Company’s Securities are delisted from the Exchange, the Company believes its Securities are eligible to continue trading on the Over-the-Counter Bulletin Board.

     Since October 17, 2008, the Company has been included in a list of issuers that are not in compliance with the Exchange’s continued listing standards, which is posted on www.amex.com and includes the specific listing standard(s) with which the company does not comply. Furthermore, since October 17, 2008 the Company became subject to the indicator .BC to denote its noncompliance, which is disseminated as an extension of the Company’s symbol on the Consolidated Tape Association’s Consolidated Tape System and Consolidated Quote Systems low speed and high speed tapes whenever the Company’s trading symbol is transmitted with a quotation or trade. Both the website posting and the indicator will remain in effect until such time as the Panel has made its determination.

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Form 8-K

     This report contains forward-looking statements that can be identified by such terminology such as “believes,” “expects,” “potential,” “plans,” “suggests,” “may,” “should,” “could,” “intends,” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from any future results, performance, or achievements expressed or implied by such statements. In particular, management’s expectations regarding future research, development and/or commercial results could be affected by, among other things, uncertainties relating to product development; availability of future financing; unexpected regulatory delays or government regulation generally; the success of third-party marketing efforts; our ability to retain third-party distributors; our ability to obtain or maintain patent and other proprietary intellectual property protection; and competition in general. Forward-looking statements speak only as to the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

Item 7.01      Regulation FD Disclosure

     On February 12, 2009, the Company disseminated a press release relating to the disclosure contained herein. A copy of that press release is furnished as an exhibit to this report. The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Fusion Telecommunications International, Inc., dated February 12, 2009 entitled “FUSION RECEIVES NYSE ALTERNEXT US LLC NOTICE OF DELISTING AND ANNOUNCES ITS INTENT TO APPEAL.”

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Form 8-K

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

		Fusion Telecommunications International, Inc.
	By:	/s/ BARBARA HUGHES
		Barbara Hughes
February 12, 2009		as Chief Financial Officer

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Form 8-K

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release issued by Fusion Telecommunications International, Inc., dated February 12, 2009 entitled “FUSION RECEIVES NYSE ALTERNEXT US LLC NOTICE OF DELISTING AND ANNOUNCES ITS INTENT TO APPEAL.”

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Form 8-K

EX-99

FUSION CONTACT:

Philip Turits
212-201-2407

pturits@fusiontel.com

FUSION RECEIVES NYSE ALTERNEXT US LLC NOTICE OF DELISTING AND ANNOUNCES ITS INTENT TO APPEAL

NEW YORK, February 12, 2009 - Fusion (Amex: “FSN”; “FSN.WS”) today announced that the Company received notice from the NYSE Alternext US LLC (formerly AMEX, the “Exchange”) on February 6, 2009, indicating the Exchange’s intent to strike the Company’s common stock and common stock purchase warrants (collectively the “Securities”) from listing on the Exchange. The Exchange notice reflects the view of the Staff of the Exchange that the Company’s proposed plan of compliance, submitted on November 17, 2008, did not satisfactorily demonstrate the Company’s ability to regain compliance with deficiencies under the following sections of the Exchange Company Guide:

·      Section 1003(a)(ii) in that Fusion has stockholders’ equity of less than $4,000,000 and losses from continuing operations and/or net losses in three out of its four most recent fiscal years;

·      Section 1003(a)(iii) in that Fusion has stockholders’ equity of less than $6,000,000 and losses from continuing operations and/or net losses in its five most recent fiscal years; and,

·      Section 1003(a)(iv) in that Fusion has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether Fusion will be able to continue operations and/or meet its obligations as they mature.

The Exchange notice also cites deficiencies under the following sections of the Exchange Company Guide as additional bases for its determination:  

·      Section 1003(a)(i) in that Fusion has stockholders’ equity below $2 million and net losses in two of its three most recent fiscal years, and,

·      Section 1003(f)(v) in that the Company did not adequately address the low selling price of its securities within a reasonable time following being advised by the Staff of the Exchange that it deemed it appropriate for the Company to effect a reverse stock split.

The Company intends to appeal the Exchange’s decision on or before Friday, February 13, 2009. The Company’s Securities will continue to be listed on the Exchange pending a decision of the Listing Qualifications Panel that will hear the Company’s appeal. If the Company’s Securities are delisted from the Exchange, the Company believes its Securities are eligible to continue trading on the Over-the-Counter Bulletin Board.
 
About Fusion: Fusion delivers a full range of IP-based services to customers worldwide.
 
Statements in this Press Release that are not purely historical facts, including statements regarding Fusion's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, introduction of products in a timely fashion, market acceptance of new products, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new third-party products and techniques that render Fusion's products obsolete, delays in obtaining regulatory approvals, potential product recalls and litigation. Risk factors, cautionary statements and other conditions which could cause Fusion's actual results to differ from management's current expectations are contained in Fusion's filings with the Securities and Exchange Commission and available through http://www.sec.gov.