8-K 1 v050465_8k.htm 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

August 16, 2006 (August 14, 2006)
Date of Report (Date of earliest event reported)

FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
333-120412
58-2342021
(State or other jurisdiction
of incorporation)
(Commission File No.)
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Forward-Looking Statements

Statements in this Current Report on Form 8-K (including the exhibits) 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. Fusion undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.

Item 2.02.  Results of Operations and Financial Condition.

On August 16, 2006, Fusion issued a press release entitled “Fusion Reports Second Quarter 2006 Results with Revised Cash Flow Disclosure.”

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Fusion under the Securities Act of 1933, as amended, or to the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 8.01 Other Events

On August 14, 2006, Fusion issued a press release entitled “Fusion Surpasses 400,000 Efonica Subscribers in less than 60 days.”

The press releases are attached as Exhibits 99.1 and 99.2

Item 9.01 Financial Statements and Exhibits

(c)
Exhibits
 
99.1
Press Release issued by Fusion Telecommunications International, Inc., dated August 16, 2006 entitled “Fusion Reports Second Quarter 2006 Results with Revised Cash Flow Disclosure.”
 
99.2
Press Release issued by Fusion Telecommunications International, Inc., dated August 14, 2006 entitled “Fusion Surpasses 400,000 Efonica Subscribers in less than 60 days.”
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
Fusion Telecommunications International, Inc.
 
August 16, 2006
 
 
 
By:
 
 
 
/s/ Matthew D. Rosen
Matthew D. Rosen
President and Chief Executive Officer