-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PTb5zEbNLOBe8Inai13+3cDVxWmjZN5ZjQqqDNclOCMq9RMku4WR6h7aQbte7Knt WGaES1F1e0Ij3rN8NlirBg== 0001071411-09-000025.txt : 20090409 0001071411-09-000025.hdr.sgml : 20090409 20090409173009 ACCESSION NUMBER: 0001071411-09-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090409 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUSION TELECOMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001071411 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 582342021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32421 FILM NUMBER: 09743630 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 1718 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: (212) 201-2400 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 1718 CITY: NEW YORK STATE: NY ZIP: 10170 8-K 1 form_8-k.htm FORM 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

 

April 9, 2009

(March 31, 2009)

Date of Report

(Date of earliest event reported)

 

FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

 

DELAWARE

001-32421

58-2342021

(State or other jurisdiction of incorporation)

(Commission File Number)

(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 1.01     Entry into a Material Definitive Agreement.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off–Balance Sheet Arrangement of a Registrant.
 

On March 31, 2009, Fusion Telecommunications International Inc. (the “Company”) and a lender, that is also a related party shareholder of the Company, agreed to amend a promissory note (the “Amended Note”) originally issued October 22, 2008 (previously amended and restated on December 31, 2008 and October 31, 2008) evidencing $150,000 borrowed from the lender, which matures on May 31, 2010. The Amended Note bears interest on the unpaid principal amount of the Amended Note from date the Amended Note was issued until the outstanding principal amount of the Amended Note is paid in full, at the rate of 12% per annum. In the event that the Amended Note is not repaid by the maturity date, the Amended Note will automatically convert to a demand note, and the principal sum and all accrued interest will be payable in full upon ten (10) days notice from the lender. The Amended Note also grants the lender a collateralized security interest, pari passu with other lenders, in the Company’s account(s) receivable. The proceeds are being used for general working capital purposes. The Form of Secured Promissory Note issued in these transactions is incorporated by reference as an exhibit to this report.

On April 3, 2009 and April 8, 2009, Fusion Telecommunications International, Inc. (the "Company") borrowed an aggregate amount of $100,000 from an entity that is also a related party shareholder of the Company. Each of the promissory notes evidencing these loans, which mature on June 3, 2010 and June 8, 2010 respectively, bears interest on the unpaid principal amount of the notes from the date the notes were issued until the outstanding principal amount of the notes is paid in full, at the rate of 12% per annum. In the event that any note is not repaid by the maturity date, that note will automatically convert to a demand note, and the principal sum and all accrued interest will be payable in full upon ten (10) days notice from the lender. These notes also grant the lender a collateralized security interest, pari passu with other lenders, in the Company’s account(s) receivable. The proceeds are being used for general working capital purposes. The Form of Secured Promissory Note issued in these transactions is incorporated by reference as an exhibit to this report.
 

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits
 

99.1

Form of Secured Promissory Note (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities Exchange Commission on November 24, 2008)

99.2

Form of Amended and Restated Secured Promissory Note (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities Exchange Commission on January 7, 2009)

 

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

April 9, 2009

 

 

as Chief Financial Officer

 

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