UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 13, 2016 (April 13, 2016)
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-32421 |
58-2342021 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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420 Lexington Avenue, Suite 1718 New York, NY |
10170 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code: |
(212) 201-2400 |
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Not Applicable |
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(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):
☐ 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 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fusion Telecommunications International, Inc. (the “Company”) announced on April 13, 2016 that Michael R. Bauer, age 43, has been appointed as Chief Financial Officer, effective as of April 13, 2016.
Mr. Bauer most recently served as Chief Financial Officer at GTT Communications, Inc. (“GTT”) from June 2012 to June 2015. Prior to serving as GTT’s Chief Financial Officer, he served as its acting Chief
Financial Officer, Principal Accounting Officer and Treasurer from December 2011 to June 2012 and as its VP, Finance and Controller from June 2009 to December 2011. Mr. Bauer has over 20 years of broad finance and accounting experience. Prior to joining GTT, Mr. Bauer led the financial planning and analysis and investor relations efforts at MeriStar Hospitality Corporation. Mr. Bauer’s previous telecommunications experience includes Sprint and OneMain.com, an internet service provider. Mr. Bauer
began his career with Arthur Andersen in audit and business advisory services. Mr. Bauer is a Certified Public Accountant and holds his Bachelor of Science degree in Accounting from the Pennsylvania State University.
In connection with his appointment, Mr. Bauer will receive an annual base salary of $250,000, will be eligible for an annual bonus equal to up to twenty five percent (25%) of his base salary, and will be granted 55,000 shares of restricted common stock of the Company, which shares will vest on a pro rata basis on the first, second and third anniversary of his start date
and which shares will vest early in the event of a change in control of the Company. In the event that the Company terminates Mr. Bauer’s employment (i) within six (6) months following a change in control, except for “Cause”, or (ii) his employment is terminated “Without Cause”, or (iii) he resigns for “Good Reason”, then the Company will pay severance to him in the form of salary and health benefit continuation for a period of six (6) months. Mr. Bauer is also entitled
to certain indemnification rights and is entitled to participant in all Company-wide benefit plans.
There are no arrangements or understandings between Mr. Bauer and any other persons pursuant to which Mr. Bauer was elected as the Company’s Chief Financial Officer. With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Bauer and any director or executive officer of the Company. With respect to Item
404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Bauer and the Company that would be required to be reported.
Mr. Bauer will succeed Mr. Gordon Hutchins, Jr., who has served as acting Chief Financial Officer. Mr. Hutchins will continue in his role as President and Chief Operating Officer of the Company.
Item 7.01 Regulation FD Disclosure
On April 13, 2016, the Company issued a press release announcing the appointment of Mr. Bauer as its Chief Financial Officer effective April 13, 2016.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated April 13, 2016.
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.
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. | ||
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April 13, 2016 |
By:
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/s/ Gordon Hutchins, Jr. |
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Gordon Hutchins, Jr. |
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President and Chief Operating Officer |
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated April 13, 2016
Exhibit 99.1
Fusion Names Michael R. Bauer Chief Financial Officer
NEW YORK, April 13, 2016 -- Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today that Michael R. Bauer has joined the company as Chief Financial Officer. Mr. Bauer brings more than 20 years of experience in financial and management leadership to Fusion, most recently serving as Chief Financial Officer of GTT Communications, Inc., a global cloud
networking provider.
At GTT, Mr. Bauer was instrumental in the company’s transformation into a leader in the rapidly expanding cloud services marketplace, successfully leading the debt financing and equity raises to support the significant and rapid, acquisition-led growth. During his tenure, GTT's revenue grew more than six-fold to $375 million. Prior to GTT, Mr. Bauer led the financial
planning and analysis and investor relations efforts at MeriStar Hospitality Corporation, one of the nation’s largest publicly-traded hospitality REITs. Mr. Bauer began his career with Arthur Andersen in audit and business advisory services. Mr. Bauer is a Certified Public Accountant and holds his Bachelor of Science degree in Accounting from the Pennsylvania State University.
“We are delighted to welcome Mike to Fusion,” said Matthew Rosen, Fusion’s Chief Executive Officer. “We expect his extensive experience contributing to the rapid growth of a leading cloud services provider and his exceptional track record in financial management will enable him to play a key role in driving our own growth going forward. We can count
on him to contribute meaningfully to our efforts involving acquisitions, capital markets and investor relations, in addition to compliance and reporting controls.
“Along with our recent appointment of John G. Hendler to head our sales efforts, we have now filled two key positions within our senior management team, building upon the significant breadth and depth of experience that exists within Fusion to lead the company’s next phase of growth,” Mr. Rosen continued.
“Fusion is at an important stage as we continue to strengthen our nationwide cloud services platform,” said Don Hutchins, Fusion’s President and Chief Operating Officer. “Mike’s strong industry background, which includes successfully integrating multiple acquisitions while at GTT, and impressive financial experience in managing companies through
periods of rapid growth will be invaluable to Fusion as we focus on accelerating our organic growth strategy as well as our acquisition strategy.”
About Fusion
Fusion, a leading provider of cloud solutions to small, medium and large businesses, is the industry’s single source for the cloud. Fusion’s advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including cloud communications, cloud connectivity, and cloud computing. Fusion’s innovative, yet proven
cloud solutions lower our customers’ cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. For more information, please visit www.fusionconnect.com.
Fusion Contact
Brian Coyne
212-201-2404
bcoyne@fusionconnect.com
Darrow Associates Contacts for Fusion
Jordan Darrow
(631) 367-1866
jdarrow@darrowir.com
Bernie Kilkelly
(516) 236-7007
bkilkelly@darrowir.com