8-K 1 v060443_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

December 15, 2006 (December 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))


 
Item 1.01: Entry into a Material Definitive Agreement
 
On December 14, 2006, the Company entered into the material agreements described under Item 3.02 below.
 
Item 3.02: Unregistered Sales of Securities
 
On December 14, 2006, the Company entered into subscription agreements with 27 individual investors for an offering of $3.875 million in consideration for 3,875 shares of Series A-1 Cumulative Convertible Preferred Stock, (the “Series A-1 Preferred Stock”). In addition, the Company issued warrants to purchase 1,160,204 shares of common stock exercisable at $1.67 per share. The offering was made in reliance on Rule 506 of Regulation D as promulgated by the United States Securities Exchange Commission under the Securities Act of 1933, as amended.
 
The proceeds of the offering and additional proceeds from other contemplated private placements of the Series A-1 Preferred Stock, (of which there can be no assurance), will be used for, among other things, sales and marketing, capital expenditures and other corporate and working capital purposes. The entire offering is for up to 7,000 shares of series A-1 Preferred Stock, with an option to increase it to 10,000 shares.
 
The terms of the Series A-1 Preferred Stock will pay dividends at 8% and are convertible into Fusion’s common stock at a fixed conversion price of $1.67 per share, which represents a 20% premium over the price of the common stock three days prior to the closing date of the transaction. Investors also received warrants equal to 50% of the shares that would be issued upon conversion. The warrants will have a fixed exercise price of $1.67 per share.
 
The Company is obligated to use its best efforts to file a registration statement with the Securities and Exchange Commission including the shares issuable upon conversion of the Series A-1 Preferred Stock and the warrants within 90 days of the date hereof.
 
The investors include the Company’s Chairman, CEO and each of the 9 other members of the Company’s Board of Directors.
 
Item 8.01: Other Events
 
In connection with the offering, the Company created a new class of preferred stock (Series A-1 Preferred Stock, $.01 par value). The Certificate of Designation with respect to the Series A-1 Preferred Stock is filed as an exhibit hereto.
 
Item 9.01: Financial Statements and Exhibits
 
10.1
Form of Subscription Agreement
 
10.2
Form of Warrant
 
10.3
Certificate of Designation of the Rights and Preferences of the Series A-1 Preferred Stock.
 

 

 
SIGNATURES

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.
December 15, 2006
 
 
 
By:
 
 
 
/s/ Mathew D. Rosen
Matthew D. Rosen, President and Chief Executive Officer