Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10–K/A2
(Amendment No. 2)
(Mark
One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2016
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the
transition period from _____ to______
Commission File Number 001-32421
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in charter)
Delaware
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58-2342021
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(IRS
Employer
Identification
No.)
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420 Lexington Avenue, Suite 1718, New York, New
York 10170
(Address
of principal executive offices) (Zip Code)
(212) 201-2400
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of each exchange on which registered
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Common
Stock, par value $0.01 per share
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The
Nasdaq Capital Market
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Securities
registered pursuant to Section 12(g) of the Act:
Title of each class
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ☐
No ☑
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑
Indicate
by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☐
No ☑
Indicate
by check mark whether the Registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☑
No ☐
Indicate
by a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer”, “non-accelerated
filer”, “smaller reporting company” and an
emerging growth company in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
☐
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Accelerated
filer
☐
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Non-accelerated
filer ☐
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Smaller
reporting
company ☑
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(do not
check if a smaller reporting company)
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Emerging growth
company
☐ |
If an
emerging growth company that prepares its financial statements in
accordance with U.S. GAAP, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐
No ☑
The
aggregate market value of the voting common stock held by
non-affiliates of the registrant based upon the closing price of
the common stock reported by The Nasdaq Capital Market on June 30,
2016 of $1.84 per share, was $14,445,507.
Indicate
the number of shares outstanding of the registrant’s common
stock as of the latest practicable date: 22,412,403 shares of
common stock are issued and outstanding as of April 27,
2017.
DOCUMENTS INCORPORATED BY REFERENCE
None
Table of Contents
PART III
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Item
10. Directors, Executive Officers and Corporate
Governance
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1
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Item
11. Executive Compensation.
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8
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Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
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12
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Item
13. Certain Relationships and Related Transactions, and Director
Independence
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14
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Item
14. Principal Accounting Fees and Services
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14
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PART IV
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Item
15. Exhibits and Financial Statements Schedules.
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15
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SIGNATURES
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19
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EXPLANATORY NOTE
Fusion
Telecommunications International Inc. (“we”, “Fusion” or the
“Company”) is filing this
Amendment to its Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, originally filed with the Securities and
Exchange Commission (the “SEC”) on March 20, 2017
and amended on April 11, 2017 (collectively, the
“Original
Report”), to include the information required by Part
III (Items 10, 11, 12, 13 and 14). Except for Items 10,
11, 12, 13 and 14 of Part III and Item 15 of Part IV, no other
information included in the Original Report is changed by this
Amendment.
As
required pursuant to the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), this Amendment also includes updated
certifications from the Company’s Chief Executive Officer and
Chief Financial Officer as Exhibits 31.1 and 32.1 and Exhibits 31.2 and 32.2,
respectively.
PART III
ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
members of the Company’s Board of Directors (the
“Board”) and the
Company’s Executive Officers, together with their respective
ages and certain biographical information are set forth below,
along with, in the case of Directors, a description of the
qualifications that led the Board to conclude that the individual
should serve as a Director:
Name
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Age
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Position |
Marvin
S. Rosen
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76
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Chairman
of the Board
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Philip
D. Turits
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84
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Secretary,
Treasurer and Director
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Matthew
D. Rosen
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45
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Chief
Executive Officer and Director
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Jack
Rosen
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70
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Director
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William
Rubin
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64
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Director
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Paul C.
O'Brien
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77
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Director
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Michael
J. Del Giudice
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74
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Director
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Larry
Blum
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74
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Director
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Gordon
Hutchins, Jr.
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68
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President
and Chief Operating Officer
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Michael
R. Bauer
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44
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Chief
Financial Officer
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Jonathan
Kaufman
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57
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Chief
Strategy Officer
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Jan
Sarro
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62
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Executive
Vice President – Marketing and Business
Development
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Russell
P. Markman
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66
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President,
Business Services
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Lisa
Taranto
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50
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Vice
President, Finance and Principal Accounting Officer
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Board of Directors and Executive Officers
Marvin S. Rosen, Chairman of the Board
Marvin
Rosen co-founded the Company in 1997. He has served as the Chairman
of the Board since November 2004, Vice Chairman of the Board from
December 1998 to November 2004 and has been a member of the Board
since March 1998. He served as our Chief Executive Officer from
April 2000 to March 2006. In January 2014, he rejoined the
international law firm of Greenberg Traurig as a shareholder
specializing in corporate securities matters. He previously was a
shareholder of that firm and also acted as Of Counsel for a number
of years. Mr. Rosen was Finance Chairman for the
Democratic National Committee from September 1995 to January 1997.
Currently, he serves on the Board of Directors of the Robert F.
Kennedy Center for Justice and Human Rights and the Howard Gilman
Foundation. Mr. Rosen served on the Board of
Directors of Terremark Worldwide, Inc. from 2000 until its sale to
Verizon in 2011. The Board believes that Mr. Rosen’s
background as the co-founder and former CEO of the Company, a
securities attorney and a director of a public company provides him
with the industry, financial, legal, and leadership experience to
advise the Board on strategic and tactical matters. Mr.
Rosen’s son, Matthew Rosen, is our Chief Executive Officer,
and serves on our Board of Directors.
Philip D. Turits, Secretary, Treasurer, and Director
Mr.
Turits co-founded the Company in 1997 and has served as a Director
since September 1997, our Secretary since October 1997, our
Treasurer since March 1998 and Vice Chairman of the Board from
March 1998 to December 1998. From September 1991 to February 1996,
Mr. Turits served as Treasurer and Chief Operating Officer for
Larry Stuart, Ltd., a consumer products company, and prior to 1991
he served as President and Chief Executive Officer of Continental
Chemical Company. The Board believes that Mr. Turits’
background as the co-founder and Secretary/Treasurer of the Company
and an experienced corporate executive provides him with the
operational, financial and leadership experience necessary to
provide valuable guidance to management, particularly in the
financial aspects of our business.
Matthew D. Rosen, Chief Executive Officer and Director
Mr.
Rosen has served as a Director since May 2005 and has been our
Chief Executive Officer since March 2006. He served as our
President from March 2006 until March 2008, as our Chief Operating
Officer from August 2003 to March 2006, as our Executive Vice
President and Chief Operating Officer from February 2002 to August
2003, as our Executive Vice President and President of Global
Operations from November 2000 to January 2002 and as our President
of US Operations from March 2000 to November 2000. The Board
believes that Mr. Rosen’s background as our current Chief
Executive Officer and as our former Chief Operating Officer, a
senior executive in the telecommunications industry, an
experienced operations executive and a former investment banker
provides him with the industry, operational, financial and
leadership experience to advise the Board on all aspects of the
Company’s business. Mr. Rosen is the son of our
Chairman of the Board, Marvin Rosen.
Jack Rosen, Director
Mr.
Rosen has served as a Director since July 2012. Mr. Rosen is the
founder and Chief Executive of Rosen Partners LLC, a residential
and commercial real estate development firm. He is also the current
Chairman of the American Council for World Jewry, Inc. and the
current President of the American Jewish Congress. In addition, Mr.
Rosen oversees a wide array of healthcare, cosmetic and
telecommunications business ventures throughout the U.S., Europe
and Asia. Mr. Rosen currently serves on the Advisory Board of
Altimo, an investment company in Russia, Turkey and the
Commonwealth of Independent States operating in the field of mobile
and fixed-line communications. Mr. Rosen is currently a member of
the Council on Foreign Relations, an independent, nonpartisan
membership organization, think tank, and publisher. The
Board believes that Mr. Rosen’s background as a leader in
many international organizations and as a corporate director in the
telecommunications industry provides him with the leadership
experience necessary to provide valuable direction and guidance to
executive management and the Board.
William Rubin, Director
Mr.
Rubin has served as a Director since February 2012. Since 1992, he
has been President of the Rubin Group, a consulting firm
representing clients before governmental entities. Previously, he
was Assistant Insurance Commissioner and Treasurer of the State of
Florida, where he was directly responsible for all activities
related to the Florida State Board of Administration, the agency
that manages the investments for Florida’s pension funds. Mr.
Rubin also serves as an advisor to many large companies, primarily
health care companies doing business in Florida. The
Board believes that Mr. Rubin’s background as a senior
governmental official and a lobbyist provides him with the
financial and leadership experience to be a valuable advisor to
executive management and the Board.
Paul C. O’Brien, Director
Mr.
O’Brien has served as a Director since August 1998. Since
January 1995, he has served as the President of the O’Brien
Group, Inc., a consulting and investment firm. From February 1988
to December 1994, he was the President and Chairman of New England
Telephone (a subsidiary of NYNEX), now Verizon, a
telecommunications company. Mr. O'Brien also serves on the Board of
Directors of Astrobotics and The Computer Merchant and is the
Chairman of the Board of Jumpstart Micro Inc. The Board believes
that Mr. O’Brien’s background as President of a
consulting and investment firm, Chairman of a major
telecommunications company and a corporate director provides him
with the industry, operational, financial, and leadership
experience necessary to effectively guide the Board on all aspects
of the Company’s business.
Michael J. Del Giudice, Director
Mr. Del
Giudice has served as a Director since November 2004. He is a
Senior Managing Director of Millennium Capital Markets LLC and
Senior Managing Director of MCM Securities LLC, both of which he
founded in 1996. Mr. Del Giudice also serves as Chairman of
Carnegie Hudson Resources, LLC, founded in 2012. Mr. Del Giudice
has been a Member of the Board of Directors of Consolidated Edison
Company of New York, Inc. since 1999, and is currently a member of
its Audit Committee and Chairman of its Corporate Governance and
Nominating Committee. Mr. Del Giudice served as a director of Reis,
Inc. from 2007 to 2013 and was a director of Barnes and Noble, Inc.
from 1999 to September 2010. He is also Vice Chairman of the New
York Racing Association. Mr. Del Giudice was a General Partner and
Managing Director at Lazard Freres & Co. LLC from 1985 to 1995.
From 1983 to 1985, Mr. Del Giudice was Chief of Staff to New York
Governor Mario M. Cuomo. He served from 1979 to 1981 as Deputy
Chief of Staff to Governor Hugh L. Carey and from 1975 to 1979 as
Chief of Staff to the then Speaker of the New York Assembly. The
Board believes that Mr. Del Giudice’s background as a Senior
Managing Director of securities and investment firms, an investment
banker, Chief of Staff to a Governor and an active corporate
director provides him with the financial and leadership experience
to be a valuable advisor to executive management and the
Board.
Larry Blum, Director
Mr.
Blum has served as a Director since February 2012. He has been a
Senior Advisor for Marcum LLP (formerly known as Marcum Rachlin),
independent registered public accountants, since
2011. For more than 18 years, Mr. Blum served as the
Managing Partner of Rachlin LLP, directing the firm’s growth
to its position as Florida’s largest independent
accounting and business advisory firm up until its merger with
Marcum LLP in 2009. Mr. Blum has also served as a
litigation advisor and is a member of the Florida
Bar. The Board believes that Mr. Blum’s background
as a managing partner of a public accounting firm and his expertise
in the areas of strategic planning, mergers and acquisitions and
domestic and international taxation provides him with the financial
and leadership experience to be a valuable advisor to executive
management and the Board.
Gordon Hutchins, Jr., President and Chief Operating
Officer
Mr.
Hutchins has served as our President and Chief Operating Officer
since March 2008. Mr. Hutchins served as our Executive Vice
President from December 2005 to March 2008 and as Acting Chief
Financial Officer from January 2010 to April 2016. Prior to joining
us, Mr. Hutchins served as President and Chief Executive Officer of
SwissFone, Inc., a telecommunications carrier. Prior to
joining SwissFone, Mr. Hutchins served as President and Chief
Executive Officer of STAR Telecommunications, Inc., an
international telecommunications carrier. Mr.
Hutchins has also served as President and Chief Executive Officer
of GH Associates, Inc., a management-consulting firm that he
founded. During his early career, Mr.
Hutchins served as President and Chief Executive Officer of LDX
NET, Inc., a fiber optic network company, and held positions with
MCI, McDonnell Douglas Corporation and AT&T.
Michael R. Bauer, Chief Financial Officer
Mr.
Bauer has served as our Chief Financial Officer since April 13,
2016. Prior to joining the Company, Mr. Bauer served as Chief
Financial Officer at GTT Communications Inc. from June 2012 to June
2015. Prior to serving as GTT’s Chief Financial Officer, Mr.
Bauer served as its acting Chief Financial Officer, Principal
Accounting Officer and Treasurer from December 2011 to June 2012
and as its Vice President, 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 began his career with
Arthur Andersen in audit and business advisory
services.
Jonathan Kaufman, Chief Strategy Officer
Mr.
Kaufman has served as our Chief Strategy Officer since January
2015. Prior to assuming that position, Mr. Kaufman
served as President, Business Services, from October 2012 (the date
we acquired his company, Network Billing Systems, LLC, a company he
founded in 1998) until January 2015. From its founding
until its sale in 2012, Mr. Kaufman served as Chief Executive
Officer of Network Billing Systems. Prior to founding
Network Billing Systems, Mr. Kaufman served as Chief Executive
Officer of Target Telecom Inc., a telecommunications service
company that he founded in 1984 and sold to WorldCom in
1996.
Jan Sarro, Executive Vice President – Marketing and Business
Development
Ms.
Sarro has served as our Executive Vice President of Marketing and
Business Development since November 2012. Prior to
assuming that role, Ms. Sarro served as our Executive Vice
President – Corporate Services from March 2008 to October
2012, as our Executive Vice President, Carrier Services from April
2005 to March 2008, and as our Vice President of Sales and
Marketing from March 2002 to April 2005. Prior to joining the
Company, Ms. Sarro served as President of the Americas for Viatel,
Inc., a global, facilities-based communications carrier. Ms. Sarro
has over 20 years of experience in the telecommunications
industry. Ms. Sarro has also held senior executive
marketing and sales management positions at Argo Communications,
FTC Communications, TRT Communications and
WorldCom.
Russell P. Markman, President Business Services
Mr.
Markman has served as our President Business Services since January
2015. Prior to assuming that role, Mr. Markman served as Executive
Vice President, Business Services from October 2012 to January
2015. Prior to our acquisition of Network Billing
Systems, LLC in October 2012, Mr. Markman served as President of
that company from January 2009 to October
2012. Prior to becoming President of Network
Billing Systems, Mr. Markman served as Vice President, Operations
from October 2003 to October 2012. Prior to joining
Network Billing Systems, Mr. Markman established the alternate
channel distribution program for commercial sales at RCN
Corporation, where he served as Director of Commercial
Sales.
Lisa Taranto, Vice President, Finance and Principal Accounting
Officer
Ms.
Taranto has served as our Principal Accounting Officer since August
2015 and as our Vice President, Finance since January
2014. From January 2014 until August 2015, she also held
the position of Vice President, Accounting. Prior to
joining us, Ms. Taranto served as Vice President, Finance and
Accounting for Broadvox, LLC and from January 2006 to January 2011
served as Vice President, Accounting and Financial Operations for
Cypress Communications. From May 2003 to April 2005, Ms.
Taranto held senior financial management roles at AirGate PCS (a
Sprint Company), where she built the company's settlements
operations organization and held a position on that company's
external controls and disclosures committee. Ms. Taranto has over
25 years of financial management experience in the communications
industry. Earlier in her career, Ms. Taranto held executive
management roles at MCI/Verizon Business, where she led the Global
Financial Operations and IT Revenue Systems
organizations.
Board of Directors
The
Board oversees our business affairs and monitors the performance of
management. In accordance with our corporate governance
principles, the Board does not involve itself in our day-to-day
operations. The Directors keep themselves informed
through discussions with the Chief Executive Officer and our other
executive officers, by reading the reports and other materials that
we send them and by participating in Board and committee
meetings. If any Director resigns, dies or is otherwise
unable to serve out his or her term, or if the Board increases the
number of Directors, the Board may fill any vacancy by a vote of a
majority of the Directors then in office. A Director
elected to fill a vacancy shall serve for the unexpired term of his
or her predecessor. Except as otherwise provided by Delaware
law, any director or the entire board may be removed, with or
without cause, by a majority of the shares then entitled to vote at
an election of directors.
Our
By-laws provide that the Board shall consist of not less than one
Director and that a Director’s term extends from the
date of his or her election until our next annual meeting of
stockholders. Through Board action, the number of
directors of the Company has been set at no less than seven and no
more than seventeen. The Board; currently consists of eight
members.
During
2016, seven meetings of the Board were held all of which were
telephonic. All incumbent directors, other than Marvin Rosen and
Paul O’Brien attended at least 75% of the total meetings of
the Board; and all directors, other than Mr. O’Brien attended
at least 75% of the total meetings of the Committees on which they
served.
Committees of the Board
The
Board has established a Compensation and Nominating Committee (the
“Compensation
Committee”), a Strategic and Investment Banking
Committee (the “Strategic Committee”) and
an Audit Committee (the “Audit Committee” and
together with the Compensation Committee and the Strategic
Committee, hereinafter referred to as the “Committees”) to devote
attention to specific subjects and to assist the Board in the
discharge of its responsibilities. The functions of the Committees
and their current members are set forth below:
Compensation and Nominating Committee
The
primary functions of our Compensation Committee are
to;
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evaluate
and assess, on an annual basis, the performance of the
Chief Executive Officer;
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make
recommendations to the Board regarding base
salaries, annual incentive awards (equity and/or cash) and
long-term incentive awards for the Chief Executive Officer and, in
consultation with the Chief Executive Officer, for other executive
officers;
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establish
performance objectives for executive officers under our incentive
compensation plans with particular consideration to appropriate
levels of risk-taking incentives;
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make
recommendations to the Board regarding employment
agreements, severance agreements, change in control agreements and
similar arrangements;
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retain
compensation consultants to be used to assist in the evaluation of
the compensation of the Chief Executive Officer and other executive
officers and obtain advice and assistance from internal and outside
legal, accounting or other advisors;
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review
and recommend to the Board the nominees for election as Directors
and assist the Board in identifying and attracting qualified
candidates;
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periodically
review and assess the adequacy and levels of Director compensation;
and
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periodically
review succession plans for key executive officer
positions.
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During
2016, the members of our Compensation Committee were Michael J. Del
Giudice – Chairman, Paul C. O'Brien and Larry Blum, each of
whom was a non-employee member of our Board. The Board
has determined that each of these Directors is independent within
the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market. The
charter of our Compensation Committee is posted on our website
(www.fusionconnect.com), and a
copy of that charter can be obtained by contacting our Corporate
Secretary at:
Fusion Telecommunications International, Inc.
Attention: Corporate Secretary
420 Lexington Avenue, Suite 1718
New York, New York 10170
The
information on our website is neither incorporated by reference
herein nor otherwise made a part of this report. The
Compensation Committee held three meetings during
2016.
Strategic and Investment Banking Committee
The
members of our Strategic Committee are Marvin S. Rosen –
Chairman, Michael Del Giudice and Philip D. Turits. Our
Strategic Committee evaluates and recommends investment strategies
with investment banks and brokerage houses and assists in the
evaluation of potential mergers and acquisitions. There is no
written charter for the Strategic Committee. The Strategic
Committee acts at the direction of the Board. The Strategic
Committee did not meet in 2016.
Audit Committee
Our
Audit Committee’s primary function is to assist the Board in
fulfilling its oversight responsibilities by reviewing the
integrity of our financial statements, our internal control
systems, our auditing, accounting and financial reporting processes
(including those associated with the Sarbanes-Oxley Act of 2002)
and the qualification and independence of our independent
accountants. The Audit Committee’s primary duties
are to:
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serve
as an independent and objective party to monitor our quarterly
and annual financial reporting process
and the adequacy of our internal control
systems;
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review
and appraise the audit efforts of our independent accountants;
and
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provide
an open avenue of communication among the independent accountants,
financial and senior management and the Board.
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To
fulfill its responsibilities and duties, the Audit
Committee:
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reviews
and discusses with management and the independent accountants our
annual audited financial statements and any reports or other
financial information submitted to any governmental body or to the
public;
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reviews
with management and the independent accountants the Company’s
quarterly financial statements prior to the filing of the
Company’s Quarterly Reports on Form 10-Q or prior to release
of earnings for the quarter;
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reviews
and approves any related-party transactions;
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appoints
and replaces the independent accountants and approves
the professional fees to be paid to the independent accountants,
including the range of audit and non-audit fees;
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reviews
with the independent auditors all critical accounting policies and
practices being used by the Company;
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ensures
the independence of the independent accountants by preapproving all
auditing and non-audit services to be performed for the Company,
ensures the rotation of audit partners as required by law, and
discusses with the independent auditors the matters required to be
discussed by applicable auditing standards;
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reviews
any significant disagreements among management and the independent
accountants in connection with the preparation of the
Company’s financial statements;
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establishes
procedures relating to the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding
questionable accounting and auditing matters; and
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establishes,
reviews and updates periodically our Code of Ethics to ensure that
management has established a system to monitor and enforce our Code
of Ethics.
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During
2016, the members of our Audit Committee were Paul C. O'Brien
– Chairman, Michael Del Giudice and Larry Blum, each of whom
was a non-employee member of our Board. Our Board has
determined that Michael Del Giudice is our Audit Committee
Financial Expert within the meaning of SEC Rules. Our
Board has also determined that each of the Directors serving on our
Audit Committee is independent within the meaning of the Rule
5605(a)(2) of The Nasdaq Capital Market. The Audit
Committee charter is posted on our website (www.fusionconnect.com), and a
copy of the charter can also be obtained by contacting our
Corporate Secretary. The information on our website is
neither incorporated by reference nor otherwise made a part of this
report. The Audit Committee held five meetings in
2016.
Audit Committee Report
With
respect to the year ended December 31, 2016, in addition to its
other work, the Audit Committee:
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reviewed
and discussed with management and EisnerAmper, LLP, our independent
registered public accounting firm, our audited consolidated
financial statements as of December 31, 2016 and the year then
ended;
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discussed
with EisnerAmper, LLP the matters required to be discussed by
Statement on Auditing Standards No. 61, “Communication with
Audit Committees,” as amended, with respect to its review of
the findings of the independent registered public accounting firm
during its examination of our financial statements;
and
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received
from EisnerAmper, LLP written affirmation of its independence as
required by the Independence Standards Board Standard No. 1,
“Independence Discussions with Audit
Committees.” In addition, the Audit Committee
discussed with EisnerAmper, LLP its independence and determined
that the provision of non-audit services was compatible with
maintaining auditor independence.
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Based
on the review and discussion summarized above, the Audit Committee
recommended that the Board include the audited consolidated
financial statements in the 2016 Annual Report on Form 10-K for
filing with the SEC.
|
Submitted
by:
/s/
Paul C. O’Brien, Chairman
/s/
Michael Del Giudice
/s/
Larry Blum
|
Shareholder Communications with Directors
The
Board recommends that communications with the Board be initiated in
writing and addressed as follows:
Fusion Telecommunications International, Inc.
Attention: Corporate Secretary- Shareholder
Communications
420 Lexington Avenue, Suite 1718
New York, New York 10170
This
centralized process will assist the Board in reviewing and
responding to stockholder communications in an appropriate manner.
The name of any specific intended Board recipient should be noted
in the communication. The Board has instructed our Corporate
Secretary to forward such correspondence only to the intended
recipient; however, the Board has also instructed our Corporate
Secretary, prior to forwarding any correspondence, to review such
correspondence and, in his or her discretion, not to forward
certain items if they are deemed of a commercial or frivolous
nature or otherwise inappropriate for the Board's consideration. In
such cases, some of that correspondence may be forwarded elsewhere
within the Company for review and possible response.
Code of Ethics
Since
2004, we have had a Corporate Code of Ethics, the current version
of which applies to all members of our Board, the Chief Executive
Officer, each other principal executive officer, the Chief
Financial Officer and Corporate Controller. To receive a
copy of our Code of Ethics, a stockholder may write to Fusion
Telecommunications International, Inc., Attention: Corporate
Secretary, 420 Lexington Avenue, Suite 1718, New York, New York
10170 or may contact our Corporate Secretary’s office at
(212) 201-2407. A copy of our Code of Ethics has been
incorporated by reference as an exhibit to this report, and is also
posted on our website (www.fusionconnect.com).
Disclosure of amendments to, or waivers of, provisions of the Code
of Ethics will be publicly disclosed in accordance with applicable
rules and regulations, and will be made available upon request in
the manner indicated above.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16 (a) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”) requires that every person who is directly or
indirectly the beneficial owner of more than 10% of any class of
any equity security (other than an exempted security) which is
registered pursuant to Section 12, or who is a director or an
officer of the issuer of such security, file the ownership reports
required by Section 16 of the Exchange Act.
Based
solely upon the Company’s review of Forms 3 and 4 and
amendments thereto furnished to us during or with respect to our
most recent fiscal year, and Forms 5 and amendments thereto
furnished to us with respect to our most recent fiscal year and any
written representation from a reporting person (as defined in Item
405 of Regulation S-K) that no Form 5 is required, during the
Company’s most recent fiscal year the following Section 16
officers and directors failed to file one report each with respect
to option grants: Gordon Hutchins, Jonathan Kaufman, Jan
Sarro, Russell Markman and Lisa Taranto; and the following Section
16 officers and directors failed to file Form 4’s with
respect to common stock received as quarterly
dividends on shares of the Company’s Series B-2
preferred stock owned by them: Marvin Rosen, Matthew Rosen, Philip
Turits, Paul C. O’Brien, William Rubin and Jack
Rosen.
ITEM 11. EXECUTIVE COMPENSATION.
Executive Officers Summary Compensation Table
The
following table summarizes all compensation recorded by us in each
of the last two completed fiscal years for our Named Executive
Officers.
Name and
Principal Position
|
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew D.
Rosen
|
|
2016
|
$425,000
|
$350,000
|
$-
|
$259,230
|
$2,102
|
$1,036,332
|
|
|
2015
|
$425,000
|
$350,000
|
$-
|
$192,218
|
$3,311
|
$970,529
|
|
|
|
|
|
|
|
|
Gordon Hutchins,
Jr.,
|
|
2016
|
$275,000
|
$60,000
|
$-
|
$72,584
|
$456
|
$408,040
|
President &
Chief Operating Officer
|
|
2015
|
$275,000
|
$60,000
|
$-
|
$67,237
|
$448
|
$402,685
|
|
|
|
|
|
|
|
|
Michael R. Bauer,
Chief Financial Officer
|
|
2016
|
$179,006
|
$41,000
|
$$99,550
|
$57,031
|
$468
|
$377,055
|
(1)
Included in these
columns are amounts earned, though not necessarily paid to the
Named Executive Officer, during the corresponding fiscal year.
Named Executive Officers consists of: (i) our Principal Executive
Officer regardless of compensation level, and (ii) our two most
highly compensated Executive Officers (other than our Principal
Executive Officer), who were serving as such on December 31, 2016
and whose total 2016 compensation exceeded $100,000, and (iii) up
to two additional individuals for whom disclosure would have been
provided but for the fact that the individual was not serving as an
Executive Officer on December 31, 2016. The value attributable to
any option awards is computed in accordance with FASB ASC Topic
718.
(2)
The amounts
reported in this column for Mr. Rosen for 2015 includes $25,000 of
compensation taken by Mr. Rosen in the form of 11,468 shares of our
common stock. The price of $2.18 per share of common stock, the
closing bid price of our common stock on the date of issuance of
these shares (December 4, 2015), was used to determine the number
of shares issued.
(3)
Reflects
55,000 shares of the
Company's common stock that vest ratably over a period of three
years that Mr. Bauer received in connection with his appointment as
Chief Financial Officer. The value attributable to these shares is
computed in accordance with FASB ASC Topic 718.
(4)
Reflects the dollar amount recognized
for financial statement reporting purposes for the fiscal years
ended December 31, 2016 and 2015, for restricted stock and option
awards. The value attributable to option awards is computed in
accordance with FASB ASC Topic 718, and the assumptions made in the
valuations of the restricted shares and option awards are included
in Note 2 (Summary of Significant Accounting Policies – Stock
Based Compensation) of the notes to our consolidated financial
statements for the year ended December 31, 2016 included elsewhere
in this report. Pursuant to SEC rules, the amounts shown exclude
the impact of estimated forfeitures related to service-based
vesting conditions.
(5)
Represents life
insurance premiums paid by us.
Employment Agreements, Termination of Employment and
Change-In-Control Arrangements
On
November 5, 2015, the Company executed a new employment agreement
with Matthew D. Rosen, our Chief Executive
Officer. This new agreement has a term of three
years, but will automatically renew for an additional two year
period unless and until one party provides the other party with
written notice of its/his intent to terminate not less than 90 days
prior to the end of the initial term. His
agreement provides (a) for an annual base salary of not less than
$425,000 (subject to annual review for cost of living increases,
performance and market conditions), (b) for an annual bonus equal
to 50% of base salary, and (c) that in the event his employment is
terminated without cause, including a termination within six months
following a change in control of the Company (as defined in his
agreement), he will receive unpaid base salary accrued through the
effective date of the termination plus any pro-rata bonus and a
lump sum payment equal to 200% of his base salary then in effect
and 200% of his highest annual bonus for the three years
preceding his termination. Had such an event occurred on
December 31, 2016, the amount due to Mr. Rosen would have been
$1,550,000 million. His employment agreement also
provides for a one year non-compete provision. In the
event of a sale of the Company that results in proceeds to the
shareholders of up to $149,999,999, Mr. Rosen is entitled to
receive a special bonus equal to 2.5% of the consideration (cash or
stock) paid/distributed to the shareholders; 3.5% if such
consideration is between $150 million and $249,999,999; 4.5% if
such consideration is between $250 million and $349,999,999; and 5%
if such consideration is over $350 million. Mr.
Rosen’s employment agreement also provides that the Board
will, within ninety (90) days following execution of the new
agreement, develop a plan under which Mr. Rosen will obtain a
five percent (5%) stake in the Company within three
years. To date, such a plan has not been developed. In
2016, the Company declared a special bonus to Mr. Rosen in the
amount of $535,500 for bonus amounts due but not paid by the Company for
periods prior to 2014.
Gordon
Hutchins Jr. serves as our President and Chief Operating
Officer. Mr. Hutchins does not have a written employment
agreement with the Company. Effective January 1, 2015,
Mr. Hutchins’ annual salary was increased to
$275,000. Mr. Hutchins is entitled to receive a bonus of
up to 25% of his annual salary if we achieve designated corporate
performance metrics.
Michael
R. Bauer serves as our Chief Financial Officer. Mr. Bauer does not
currently have a written employment agreement with the Company. Mr.
Bauer’s annual salary is $250,000 and he is entitled to
receive a bonus of up to 25% of his annual salary if we achieve
designated corporate performance metrics. In connection wih his
appointment as Chief Financial Officer in 2016, Mr. Bauer received
a grant of 55,000 shares of the Company’s common stock, which
shares vest ratably over a three year period and which shares will
vest 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 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 is obligated to pay
severance to him in the form of salary and health benefit
continuation for six months.
Determination of Executive Compensation
The
compensation of our Chief Executive Officer is determined by the
Compensation Committee. The compensation of our other
executive officers is determined by the Compensation Committee, in
consultation with the Chief Executive Officer. In determining the
levels and forms of compensation to be paid to our executive
officers, the Compensation Committee considers overall Company
performance, departmental or business segment performance,
individual executive performance and experience, internal equity
with regard to other executive positions, general economic
conditions, and typical levels and forms of compensation at
similarly-sized companies with business models similar to
ours.
In
considering levels and forms of compensation at other companies,
the Compensation Committee relies not only on its own knowledge,
but also on published salary reviews and compensation studies for
companies with business models similar to ours, for specific
executive positions and for industry in general.
Our
goal is to provide each of our executive officers with a total
compensation package (base salary, the potential for a
performance-based annual cash bonus, and time-based equity
incentives) that is competitive. We endeavor to
appropriately balance the levels of fixed compensation and
“at risk” compensation, as well as the levels of cash
compensation and equity incentives.
In
addition to cash-based and equity-based compensation, our executive
officers are eligible to participate in the benefit programs that
are offered to all of our employees, including medical insurance,
dental insurance, life insurance, a 401(k) plan, and a variety of
other elective benefit plans. We do not offer
perquisites or other significant benefits to our executive officers
that are not otherwise available to all of our
employees.
2016 Director Compensation
Our
Directors do not receive cash compensation for their services on
the Board or Committees. However, they are reimbursed for
out-of-pocket expenses incurred in attending Board and Committee
meetings. In addition, we annually grant Directors stock
options for their services, the amount of which is determined by
the Compensation Committee.
The
following table provides information relating to compensation paid
to the Directors for the 2016 fiscal year.
Name
|
Fees Earned Or
Paid In Cash (S)
|
|
|
Non-Equity
Incentive Plan Compensation
|
Change in
Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation (1) ($)
|
|
Marvin S.
Rosen
|
$-
|
$-
|
$9,991
|
$-
|
$-
|
$-
|
$9,991
|
Michael J. Del
Giudice
|
$-
|
$-
|
$9,991
|
$-
|
$-
|
$-
|
$9,991
|
Jack
Rosen
|
$-
|
$-
|
$9,991
|
$-
|
$-
|
$-
|
$9,991
|
Paul C.
O'Brien
|
$-
|
$-
|
$9,991
|
$-
|
$-
|
$-
|
$9,991
|
Philip D.
Turits
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
William
Rubin
|
$-
|
$-
|
$9,991
|
$-
|
$-
|
$-
|
$9,991
|
Larry
Blum
|
$-
|
$-
|
$9,991
|
$-
|
$-
|
$-
|
$9,991
|
__________
(1)
|
This
column reflects the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31,
2016, for option awards pursuant to the 2009 Stock Option
Plan. The value attributable to option awards is
computed in accordance with FASB ASC Topic 718, and the assumptions
made in the valuations of the option awards are included in Note 2
(Summary of Significant Accounting Policies – Stock Based
Compensation) of the notes to our financial statements for the year
ended December 31, 2016, appearing elsewhere in this
report.
|
(2)
|
The
table does not include amounts reimbursed for expenses incurred in
attending Board and Committee meetings.
|
2016 Stock Option Plan
On
October 28, 2016, our stockholders approved the 2016 Fusion Equity
Incentive Plan (the “2016 Plan”), which was
previously adopted by the Board on August 22, 2016. The 2016 Plan
provides for the grant of incentive stock options, non-qualified
stock options, stock appreciation rights (“SARs”), restricted stock,
restricted stock units, stock grants, stock units, performance
shares, performance share units and performance cash (collectively
“Awards”). The 2016 Plan
also permits the grant of Awards that are intended to qualify for
the “performance-based compensation” exception to the
$1.0 million limitation on the deduction of compensation imposed by
Section 162(m) of the Internal Revenue Code of 1986, as
amended. The 2016 Plan supersedes and replaces the
2009 Plan (as defined below), which plan remains in effect solely
with respect to outstanding awards that have not been exercised,
forfeited, canceled, expired or otherwise terminated. The 2016 Plan
provides a long-term, equity-based incentive designed to assist our
retention of key personnel, align the interests of our Directors,
executive officers and employees with those of our stockholders and
focus participants on the achievement of long-term business
objectives that will increase share value.
The
total number of shares of common stock reserved under the 2016 Plan
is an amount equal to ten percent (10%) of our shares outstanding
from time-to-time on a fully-diluted basis, plus shares from
any award granted under the 2009 Plan that terminates, expires or
lapses in any way in the future. In addition, the 101,749 shares
not granted under the 2009 Plan are also available for grant
under the 2016 Plan. Subject to the express provisions of the
2016 Plan, if any award granted under the 2016 Plan terminates,
expires, or lapses for any reason, or is paid in cash, any stock
subject to or surrendered will again be stock available for the
grant of an award under the 2016 Plan. The exercise of a
stock-settled SAR, or broker-assisted “cashless”
exercise of an option (or a portion thereof) reduces the number of
shares of stock available for issuance pursuant to the 2016 Plan by
the entire number of shares of stock subject to that SAR or option
(or applicable portion thereof), even though a smaller number of
shares of stock will be issued upon such an exercise. Also, shares
of stock tendered to pay the exercise price of an option or
tendered or withheld to satisfy a tax withholding obligation
arising in connection with an award will not become available for
use under the 2016 Plan.
The
2016 Plan contains the following provisions, which the Company
believes reflect best practices for equity-compensation plans: (i)
prohibits the grant of stock options and SARs with discounted
exercise prices, (ii) prohibits the repricing of stock options and
SARs without stockholder approval, (iii) prohibits the
recycling of awards tendered in payment of an option or withheld to
satisfy tax obligations; (iv) contains a definition of change in
control whereby potential acceleration of awards will only occur in
the event of an actual change in control transaction; (v) includes,
as a general rule, double-trigger vesting following a change in
control; and (vi) imposes a $500,000 limit on the value of awards
that may be granted to any one participant who is a non-employee
director during any 12-month period.
The
2016 Plan is administered by the Compensation
Committee. The Compensation Committee determines, from
time to-time, those of our executive officers, Directors and
employees to whom Awards will be granted, the amount of the Awards
granted to each individual, the vesting schedule of the Awards and
all other terms and conditions of the Award.
As of
April 1, 2017, the Company has granted options to purchase
1,021,750 shares of the Company’s common stock under the 2016
Plan. No other forms of Awards have been granted.
2009 and 1998 Stock Option Plans
On
December 17, 2009, the stockholders approved and ratified our 2009
Stock Option Plan (the “2009 Plan”), which was
previously adopted by the Board in March 2009. This plan
replaced our 1998 Stock Option Plan, the term of which expired as
to new option grants.
The
number of shares reserved for issuance under the 2009 Plan was
1,260,000. The 2009 Plan is administered by the
Compensation Committee. As of April 1, 2017, there were
outstanding options to purchase 1,113,563 shares of common stock
under the 2009 Plan. Options to purchase 15,760 shares of common
stock also remain outstanding under the now expired 1998 Stock
Option Plan, with such options expiring at various dates through
2020.
Outstanding Equity Awards at Year End
The
following table provides information concerning unexercised options
and stock awards that have not vested for each Named Executive
Officer as of December 31, 2016. The table gives effect
to the 1:50 reverse split completed by us in May 2014.
|
|
|
Name
|
Number of
securities underlying unexercised options, (#) exercisable
|
Number of
securities underlying unexercised option (#)
unexercisable
|
Equity incentive
plan awards; Number of securities underlying unexercised unearned
options (#)
|
Option exercise
prices ($)
|
|
Number of shares or
units of stock that have not vested (#)
|
Market value of
shares or units of stock that have not vested ($)
|
Equity incentive
plan awards; Number of unearned shares, units or other rights that
have not vested (#)
|
Equity incentive
plan awards; Number of unearned shares, units or other rights that
have not vested (#)
|
Matthew
D. Rosen
|
|
|
|
|
|
|
|
|
|
|
7,000
|
-
|
-
|
$34.50
|
3/28/2017
|
-
|
-
|
-
|
-
|
|
7,000
|
-
|
-
|
$15.50
|
3/25/2018
|
-
|
-
|
-
|
-
|
|
7,000
|
-
|
-
|
$5.50
|
3/25/2019
|
-
|
-
|
-
|
-
|
|
8,750
|
-
|
-
|
$6.00
|
4/13/2020
|
-
|
-
|
-
|
-
|
|
8,750
|
-
|
-
|
$4.50
|
10/18/2021
|
-
|
-
|
-
|
-
|
|
10,000
|
|
-
|
$5.50
|
10/16/2022
|
-
|
-
|
-
|
-
|
|
71,236
|
-
|
-
|
$4.25
|
7/28/2023
|
-
|
-
|
-
|
-
|
|
53,333
|
26,667
|
-
|
$3.52
|
10/16/2024
|
-
|
-
|
-
|
-
|
|
33,333
|
66,667
|
-
|
$2.13
|
10/6/2025
|
-
|
-
|
-
|
-
|
|
-
|
250,000
|
-
|
$1.26
|
11/4/2026
|
-
|
-
|
-
|
-
|
Total
|
206,402
|
343,334
|
-
|
|
|
-
|
-
|
-
|
-
|
Gordon
Hutchins, Jr.
|
|
|
|
|
|
|
|
|
|
|
3,500
|
-
|
-
|
$34.50
|
3/28/2017
|
-
|
-
|
-
|
-
|
|
4,000
|
-
|
-
|
$15.50
|
3/25/2018
|
-
|
-
|
-
|
-
|
|
4,000
|
-
|
-
|
$5.50
|
3/25/2019
|
-
|
-
|
-
|
-
|
|
5,000
|
-
|
-
|
$6.00
|
4/13/2020
|
-
|
-
|
-
|
-
|
|
6,500
|
-
|
-
|
$4.50
|
10/19/2021
|
-
|
-
|
-
|
-
|
|
6,500
|
|
-
|
$5.50
|
10/16/2022
|
-
|
-
|
-
|
-
|
|
20,342
|
-
|
-
|
$4.25
|
7/28/2023
|
-
|
-
|
-
|
-
|
|
16,750
|
8,250
|
-
|
$3.52
|
10/16/2024
|
-
|
-
|
-
|
-
|
|
11,900
|
23,100
|
-
|
$2.13
|
10/6/2025
|
-
|
-
|
-
|
-
|
|
-
|
70,000
|
-
|
$1.26
|
11/4/2026
|
|
|
|
|
Total
|
78,492
|
101,350
|
-
|
|
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
55,000
|
-
|
$1.26
|
11/4/2026
|
55,000
|
$ 99 ,550(1)
|
-
|
-
|
Total
|
0
|
55,000
|
-
|
|
|
55,000
|
$99,550(1)
|
-
|
-
|
(1) The
value attributed to the restricted shares is computed in
accordance with FASB ASC Topic 718. Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forefeitures related
to service-based vesting conditions.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table presents information regarding the beneficial
ownership of each class of our voting securities as of March 31,
2017 by:
●
|
each
person who beneficially owns more than 5% of our voting
securities;
|
●
|
each of
our Directors and named executive officers (as defined in Item
402(a)(3) of Regulation S-K) individually; and
|
●
|
all
executive officers and Directors as a group.
|
We have
one class of voting securities consisting of our common stock and
our Series B-2 Preferred Stock. Each share of common
stock is entitled to one vote per share. Each share of
Series B-2 Preferred Stock is entitled to 200 votes. As of April 1,
2017, the total number of voting securities issued and outstanding
(“Voting Shares”) was 24,271,603 consisting of (a)
22,412,403 Voting Shares evidenced by 22,412,403 shares of common
stock and (b) 1,859,200 Voting Shares evidenced by 9,296 shares of
Series B-2 Preferred Stock.
Unless
otherwise indicated, the address of each beneficial owner in the
following table is c/o Fusion Telecommunications International,
Inc., 420 Lexington Avenue, Suite 1718, New York, NY 10170. We
believe that all persons, unless otherwise noted, named in the
following table have sole voting and investment power with respect
to all Voting Shares shown as being owned by them. Under U.S.
securities laws, a person is considered to be the beneficial owner
of securities owned by him/her (or certain persons whose ownership
is attributed to him/her) and that can be acquired by him/her
within 60 days from that date, including upon the exercise of
options, warrants or convertible securities.
We
determine a beneficial owner’s percentage ownership by
assuming that options, warrants or convertible securities that are
held by such owner, but not those held by any other person, and
which are exercisable within 60 days of March 31, 2017, have been
exercised or converted.
|
|
Number of Voting Shares
Beneficially
Owned
|
Percentage of Voting Shares
|
|
|
|
|
William
Rubin
|
(1)
|
207,087
|
*
|
Jonathan
Kaufman
|
(2)
|
247,985
|
1.1%
|
Matthew D.
Rosen
|
(3)
|
378,185
|
1.7%
|
Marvin S.
Rosen
|
(4)
|
2,053,364
|
9.0%
|
Larry
Blum
|
(5)
|
59,354
|
*
|
Michael J. Del
Giudice
|
(6)
|
48,292
|
*
|
Jack
Rosen
|
(7)
|
122,249
|
*
|
Gordon Hutchins,
Jr.
|
(8)
|
88,496
|
*
|
Paul C.
O’Brien
|
(9)
|
110,065
|
*
|
Russell
Markman
|
(10)
|
44,594
|
*
|
Philip D.
Turits
|
(11)
|
100,152
|
*
|
Michael R.
Bauer
|
(12)
|
18,334
|
*
|
All Directors and
Executive Officers as a Group (14 persons)
|
|
3,580,442
|
15.2%
|
|
|
|
|
Unterberg Capital,
LLC
|
(13)
|
4,029,499
|
17.7%
|
445 Park
Avenue, Room 901
|
|
|
|
New York,
NY 10022
|
|
|
|
Apptix
ASA**
|
|
2,997,926
|
13.4%
|
Nesoyveien
4
|
|
|
|
1
396
Billingstad, Norway
|
|
|
|
________
*Less
than 1% of outstanding shares.
________________________
(1)
Includes (i) 4,650 shares of common stock issuable upon the
exercise of options, (ii) 200 shares of Series B-2 preferred stock
convertible into 40,000 shares of common stock; and (iii) 31,513
shares of common stock issuable upon the exercise of common stock
purchase warrants.
(2)
Includes (i) 170,000 shares of common stock held in a trust for
which his wife is the beneficiary; and (ii) 38,894 shares of common
stock issuable upon the exercise of options.
(3)
Includes (i) 216,334 shares of common stock issuable upon the
exercise of options, (ii) 25,592 shares of common stock issuable
upon the exercise of common stock purchase warrants; (iii) 76
shares of Series B-2 preferred stock convertible into 15,200 shares
of common stock; and (iv) 50 shares of Series A-1 and 5 shares of
Series A-2 preferred stock convertible into a total of 814 shares
of common stock.
(4)
Includes (i) 286,533 shares of common stock issuable upon the
exercise of common stock purchase warrants, (ii) 5,500 shares of
common stock issuable upon the exercise of options, (iii) 722
shares of Series B-2 preferred stock convertible into 144,400
shares of common stock; (iv) 1,610 shares of common stock held by a
Delaware Trust Custodian IRA of Mr. Rosen; and (v) 50 shares of
Series A-1 and 25 shares of Series A-2 preferred stock convertible
into a total of 1,359 shares of common stock.
(5)
Includes (i) 42,185 shares of common stock held by trusts for which
his wife serves as trustee, (ii) 6,399 shares of Common Stock
issuable upon the exercise of common stock purchase warrants held
by trusts for which his wife serves as trustee, (iii) 4,170 shares
of common stock issuable upon the exercise of options; and (iv) 33
shares of Series B-2 preferred stock convertible into 6,600 shares
of common stock held by trusts for which his wife serves as
trustee.
(6)
Includes (i) 5,020 shares of common stock issuable upon the
exercise of options, (ii) 320 shares of common stock issuable upon
the exercise of common stock purchase warrants, of which 3,664
shares are held in the name of Catskill Investor Group, LLC, (iii)
11,381 shares of common stock held in the name of Catskill Investor
Group, LLC, (iv) 5 shares of Series B-2 preferred stock convertible
into 1,000 shares of common stock, and (v) 200 shares of Series A-1
and 75 shares of Series-2 preferred stock owned by Catskill
Investor Group, LLC, that are convertible into a total of 4,753
shares of common stock.
(7)
Includes (i) 20,539 shares of common stock issuable upon the
exercise of common stock purchase warrants held in the name of
Rosen Partners, LLC, and 9,600 held in
the name Rosen-Kaiyuan, LLC, of which Jack Rosen is the managing
member, (ii) 53,868 shares
of common stock held by Rosen Partners, LLC and 12,095 shares of
common stock held by Rosen-Kaiyuan, LLC, (iii) 4,170 shares of
common stock issuable upon the exercise of options, (iv)
150 shares of Series B-2 preferred stock convertible into 30,000
shares of common stock held in the name of Rosen-Kaiyuan, LLC, and
(v) 200 shares of Series A-1 and 50 shares of Series A-2 preferred
stock convertible into a total of 4,072 shares of common
stock.
(8)
Includes (i) 80,592 shares of common stock issuable upon the
exercise of options, and (ii) 25 shares of Series A-2 preferred
stock convertible into a total of 681 shares of common
stock.
(9)
Includes (i) 5,020 shares of common stock issuable upon the
exercise of options, (ii) 3,200 shares of common stock
issuable upon the exercise of common stock purchase warrants, (iii)
50 shares of Series B-2 preferred stock convertible into 10,000
shares of common stock, and (iv) 100 shares of Series A-1 preferred
stock convertible into 1,355 shares of common stock.
(10)
Represents shares of common stock issuable upon exercise of
options.
(11)
Includes (i) 29 shares of common stock held by his wife, (ii) 1,450
shares of common stock issuable upon the exercise of common stock
purchase warrants, (iii) 24,550 shares of common stock issuable
upon the exercise of options, (iv) 5 shares of Series B-2 preferred
stock convertible into 1,000 shares of common stock, (v)
25 shares of Series A-1 and 30 shares of Series A-2 preferred stock
convertible into a total of 1,156 shares of common
stock.
(12)
Reflects the vested portion of restricted stock.
(13)
Includes 320,000 shares of common stock issuable upon the exercise
of common stock purchase warrants and aggregates interests held by
various affiliates.
Equity Compensation Plans
The
following table sets forth securities authorized for issuance under
our equity compensation plans as of December 31, 2016.
Plan
Category
|
Number of
Securities To Be Issued Upon Exercise of Outstanding Options,
Warrants and Rights
|
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights
|
Number of
Securities Remaining Available For Future Issuance
|
1998 Stock Option
Plan*
|
15,760
|
$11.70
|
-
|
|
|
|
|
2009 Stock Option
Plan*
|
1,113,563
|
$3.19
|
-
|
|
|
|
|
2016 Equity
Incentive Plan*
|
1,021,750
|
$1.27
|
1,350,764
|
Total
|
2,151,073
|
|
$1,350,764
|
* Equity
compensation plan approved by security holders.
|
|
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Officer and Director Loans to Company
In
November 2016, Marvin Rosen, Chairman of the Company, converted
$250,000 of his outstanding promissory note to the Company into
217,391 shares of our common stock at a price of $1.15 per share.
Of these shares, 21,739 shares were issued at Mr. Rosen's direction
in the name of his son, Matthew Rosen, the Company’s Chief
Executive Officer.
In
December 2015, Matthew D. Rosen, converted $25,000 owed to him by
the Company (for a partial bonus payable to him under the terms of
his employment contract) into 11,468 shares of our common stock at
a price of $2.18 per share. See “Executive
Compensation,” included elsewhere in this
report.
In
December 2015, Marvin Rosen converted $300,000 of his outstanding
promissory note to the Company into 137,615 shares of our common
stock at a price of $2.18 per share.
Engagement for Tax Services
Since
March 6, 2014, the Company has engaged Marcum LLP
(“Marcum”) to prepare the
Company’s tax returns and to provide related tax advisory
services. The Company paid this firm approximately
$135,000 and $155,000 for the years ended December 31, 2016 and
2015, respectively. Larry Blum is a Senior Advisor and a
former partner of Marcum.
Director Independence
We
apply the standards of Rule 5605(a)(2) of The Nasdaq Capital Market
for determining the independence of the members of our Board and
Committees. Based upon our application of those standards, the
Board has determined that the following members of the Board are
independent:
Larry
Blum
Jack
Rosen
William
Rubin
Paul C.
O'Brien
Michael
J. Del Giudice
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The
aggregate fees billed to the Company by the Company’s
independent registered public accounting firm, EisnerAmper LLP
(“EA”), for each of the years ended December 31, 2016
and 2015 are as follows:
Audit and Audit-Related Fees
The
fees billed for professional services rendered by EA for the years
ended December 31, 2016 and 2015 were approximately $150,000 and
$147,000, respectively. The fees billed for professional
services included fees associated with the audit of the
Company’s annual financial statements, reviews of the
Company’s quarterly financial statements and consent for the
Company’s registration statement.
Tax Related Fees
There
were no fees billed for tax-related services by EA during the year
ended December 31, 2016 and 2015.
All Other Fees
Fees
for other services that were not included in the categories above
billed by EA during the years ended December 31, 2016 and 2015 were
approximately $90,000 and $120,000, respectively. These fees were
primarily for audit and due diligence services related to business
acquisition transactions undertaken by the Company.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Accountants
Consistent
with SEC policies regarding auditor independence, the Audit
Committee has the responsibility for appointing, setting
compensation, and overseeing the work of the independent
accountants. In recognition of this responsibility, the
Audit Committee has established a policy to pre-approve all audit
and permissible non-audit services provided by the independent
accountant.
Prior
to engagement of the independent accounting firm for the audit of
the Company’s 2017 consolidated financial statements,
management will submit to the Audit Committee for approval an
aggregate of services expected to be rendered during that year for
each of the three categories of services.
Audit
and audit-related services include audit work performed in the
preparation of annual financial statements, reviews of the
Company’s interim financial statements and work that
generally only the independent accountants can reasonably be
expected to provide, including comfort letters, statutory audits,
employee benefit plan audits and attest services and consultation
regarding financial accounting and/or reporting
standards.
Other
Fees are those fees associated with services not captured in the
other categories, including due diligence and other audit services
related to mergers and acquisitions.
Prior
to engagement, the Audit Committee pre-approves these services by
category of service. During the year, circumstances may arise when
it may become necessary to engage the independent accounting firm
for additional services not contemplated in the original
pre-approval. In those instances, the Audit Committee requires
specific pre-approval before engaging the independent
accountant.
The
Audit Committee may delegate pre-approval authority to one or more
of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions
to the Audit Committee at its next scheduled meeting.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
(1) Financial Statements
The
consolidated financial statements filed as part of this Annual
Report on Form 10-K are identified in the Index to Consolidated
Financial Statements.
(a) (2) Exhibits.
The
following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the SEC.
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation (*)
|
3.1.1
|
|
Certificate of Amendment to Certificate of
Incorporation(14)
|
3.2
|
|
Bylaws (*)
|
10.1
|
|
1998 Stock Option Plan (*)
|
10.1.1
|
|
2009 Stock Option Plan(15)
|
10.1.2
|
|
2016 Equity Incentive Plan (14)
|
10.2
|
|
Employment Agreement, dated as of November 5, 2015, between
registrant and Matthew D. Rosen (12)
|
10.3
|
|
Form of Warrant to Purchase Common Stock (*)
|
10.4
|
|
Lease Agreement between registrant and SLG Graybar Sublease, LLC
for Suite 1718 at 420 Lexington Avenue, New York, NY office
(*)
|
10.4.1
|
|
Lease Modification Agreement dated November 19, 2014, between
registrant and SLG Graybar Sublease, LLC for the 420 Lexington
Avenue, New York, NY office (13)
|
10.5
|
|
Lease Agreement between registrant and Fort Lauderdale Crown
Center, Inc. for the Fort Lauderdale, Florida office, as amended
(*)
|
10.5.1
|
|
Sixth Amendment dated July 23, 2014, to Lease Agreement between
registrant and Fort Lauderdale Crown Center, Inc., for the Fort
Lauderdale, Florida office (13)
|
10.5.2
|
|
Seventh Amendment, dated August 2015, to Lease Agreement between
registrant and Fort Lauderdale Crown Center, Inc., for the Fort
Lauderdale, Florida office(16)
|
10.5.3
|
|
Eight Amendment, dated July 8, 2016, to Lease Agreement between
registrant and Fort Lauderdale Crown Center, Inc., for the Fort
Lauderdale, Florida office(16)
|
10.6
|
|
Form of Promissory Note and Security Agreement (2)
|
10.7
|
|
Non-Competition Agreement between registrant and Marvin Rosen
(*)
|
10.8
|
|
Form of Warrant (3)
|
10.9
|
|
Membership Interest Purchase and Sale Agreement dated January 30th,
2012 between the registrant, Network Billing Systems, LLC, Jonathan
Kaufman, and Christiana Trust as trustee of the LK Trust
(4)
|
10.10
|
|
Asset Purchase and Sale Agreement dated January 30th, 2012 between
the registrant, Interconnect Systems Group II LLC, Jonathan
Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan
Kaufman as trustee of the LKII Trust (4)
|
10.11
|
|
Amendment No. 1 dated June 6, 2013 to the Asset Purchase and Sale
Agreement dated January 30th, 2012 between the registrant,
Interconnect Systems Group II LLC, Jonathan Kaufman, Lisa Kaufman
as trustee of the JK Trust and Jonathan Kaufman as trustee of the
LKII Trust (10)
|
10.12
|
|
Warrant to Purchase Common Stock issued by registrant to Marvin
Rosen, dated July 31, 2002 (*)
|
10.13
|
|
Amendment No. 1 dated June 6, 2013 to the Membership Interest
Purchase and Sale Agreement dated January 30th, 2012 between the
registrant, Network Billing Systems, LLC, Jonathan Kaufman, and
Christiana Trust as trustee of the LK Trust (10)
|
10.14
|
|
Amendment No. 2 dated August 20, 2012 to the Asset Purchase and
Sale Agreement dated January 30, 2012 between the registrant,
Fusion NBS Acquisition Corp., Interconnect Services Group II LLC,
Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and
Jonathan Kaufman as trustee of the LKII Trust (5)
|
10.15
|
|
Amendment No. 2 dated August 20, 2012 to the Membership Interest
Purchase and Sale Agreement dated January 30, 2012 between the
registrant, Fusion NBS Acquisition Corp., Network Billing Systems,
LLC, Jonathan Kaufman and Christiana Trust as trustee of the LK
Trust (5)
|
10.16
|
|
Amendment No. 3 dated September 21, 2012 to the Asset Purchase and
Sale Agreement dated January 30, 2012 between the registrant,
Fusion NBS Acquisition Corp., Interconnect Services Group II LLC,
Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and
Jonathan Kaufman as trustee of the LKII Trust (5)
|
10.17
|
|
Amendment No. 3 dated September 21, 2012 to the Membership Interest
Purchase and Sale Agreement dated January 30, 2012 between the
registrant, Fusion NBS Acquisition Corp., Network Billing Systems,
LLC, Jonathan Kaufman and Christiana Trust as trustee of the LK
Trust (5)
|
10.18
|
|
Amendment No. 4 dated October 24, 2012 to the Asset Purchase and
Sale Agreement dated January 30, 2012 between the registrant,
Fusion NBS Acquisition Corp., Interconnect Services Group II LLC,
Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and
Jonathan Kaufman as trustee of the LKII Trust (5)
|
10.19
|
|
Amendment No. 4 dated October 24, 2012 to the Membership Interest
Purchase and Sale Agreement dated January 30, 2012 between the
registrant, Fusion NBS Acquisition Corp., Network Billing Systems,
LLC, Jonathan Kaufman and Christiana Trust as trustee of the LK
Trust (5)
|
10.20
|
|
Lease Agreement dated October 1, 2012 by and between Manchester
Realty, LLC and Fusion NBS Acquisition Corp (7)
|
10.20.1
|
|
Lease Modification Agreement, dated October 1, 2014 by and between
280 Holdings, LLC (successor in interest to Manchester Realty, LLC)
and Fusion NBS Acquisition Corp (11)
|
10.21
|
|
Series A Promissory Note dated October 29, 2012 payable to
Praesidian Fund III (5)
|
10.22
|
|
Series B Promissory Note dated October 29, 2012 payable to
Praesidian Fund III (5)
|
10.23
|
|
Series A Promissory Note dated October 29, 2012 payable to
Praesidian Fund III-A (5)
|
10.24
|
|
Series B Promissory Note dated October 29, 2012 payable to
Praesidian Fund III-A (5)
|
10.25
|
|
Praesidian Fund III Common Stock Purchase Warrant dated October 29,
2012 (5)
|
10.26
|
|
Praesidian Fund III-A Common Stock Purchase Warrant dated October
29, 2012 (5)
|
10.27
|
|
Intellectual Property Security Agreement dated as of October 29,
2012 by the registrant and Network Billing Systems, LLC, in favor
of Praesidian Capital Opportunity Fund III, LP, Praesidian Capital
Opportunity Fund III-A, LP, and Plexus Fund II, LP (5)
|
10.28
|
|
Right of First Refusal Agreement dated as of October 29, 2012 by
and among the registrant, Praesidian Capital Opportunity Fund III,
LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II,
LP and Praesidian Capital Opportunity Fund III as agent
(5)
|
10.29
|
|
Management Rights Agreement dated as of October 29, 2012 by and
among the registrant, Fusion
NBS Acquisition Corp. and Praesidian Capital Opportunity Fund III
(5)
|
10.30
|
|
Management Rights Agreement dated as of October 29, 2012 by and
among the registrant, Fusion
NBS Acquisition Corp. and Praesidian Capital Opportunity Fund III-A
(5)
|
10.31
|
|
Management Rights Agreement dated as of October 29, 2012 by and
among the registrant, Fusion NBS Acquisition Corp., and Plexus Fund
II, LP (5)
|
10.32
|
|
Asset Purchase and Sale Agreement effective as of August 30, 2013
by and among the registrant, Fusion Broadvox Acquisition Corp.;
BroadvoxGo!, LLC; and Cypress Communications, LLC (6)
|
10.33
|
|
First Amendment to the Asset Purchase and Sale Agreement effective
as of November 15, 2013 by and among the registrant, Fusion Broadvox Acquisition Corp.;
BroadvoxGo!, LLC; and Cypress Communications, LLC
(7)
|
10.34
|
|
Second Amendment to the Asset Purchase and Sale Agreement effective
as of December 16, 2013 by and among the registrant, Fusion Broadvox Acquisition Corp.;
BroadvoxGo!, LLC,; and Cypress Communications, LLC
(8)
|
10.35
|
|
Third Amendment to Securities Purchase Agreement is entered into as
of December 16, 2013, by and among Fusion NBS Acquisition
Corp, the registrant, Network
Billing Systems, LLC, Praesidian Capital Opportunity Fund III, LP,
Praesidian Capital Opportunity Fund III-A, LP, and Plexus Fund II,
LP, and Praesidian Capital Opportunity Fund III, LP as agent
(9)
|
10.36
|
|
Form of Common Stock Purchase Warrant (9)
|
10.37
|
|
Form of Registration Rights Agreement (9)
|
10.38
|
|
Form of Series C Note (9)
|
10.39
|
|
Form of Series D Note dated December 31, 2013 (9)
|
10.40
|
|
Form of Management Rights Letter dated December 31, 2013
(9)
|
10.41
|
|
Form of Lenders’ Warrant dated December 31, 2013
(9)
|
10.42
|
|
Joinder Agreement dated as of December 31, 2013 by and among
the registrant, Fusion NBS Acquisition
Corp., Fusion BVX LLC in favor of Praesidian Capital Opportunity
Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus
Fund II, L.P., Plexus Fund III, L.P., Plexus Fund QP III, L.P., and
United Insurance Company Of America (9)
|
10.43
|
|
Assignment and Assumption Agreement dated as of December 31, 2013
by and among BroadvoxGo!, LLC, Cypress Communications, LLC,
the registrant, and Fusion BVX, LLC
(9)
|
10.44
|
|
Bill of Sale dated as of December 31, 2013 delivered by
BroadvoxGo!, LLC and Cypress Communications, LLC (9)
|
10.45
|
|
Limited Trademark License Agreement dated as of December 31, 2013
by and among Broadvox, LLC; the registrant and Fusion BVX LLC
(9)
|
10.46
|
|
Form of Series E Note, dated as of October 31, 2014
(11)
|
10.47
|
|
Agreement and Plan of Merger, dated as of October 15, 2014, by and
among the registrant, Fusion
PTC Acquisition Inc., PingTone Communications, Inc., the Majority
Stockholders of PingTone Communications, Inc. and J Shelby Bryan,
as Stockholders Representative (11)
|
10.48
|
|
Stock Purchase and Sale Agreement, dated as of December 8, 2015, by
and among Fusion NBS Acquisition Corp., Mitch Marks, Ron Kohn and
Robert Marks (13)
|
10.49
|
|
Credit Agreement dated as of November 14, 2016 by and among Fusion
NBS Acquisition Corp., and East West Bank and the Other Lenders
from time to time party hereto (14)
|
10.50
|
|
Subordination Agreement dated as of November 14, 2016 by and among
Fusion NBS Acquisition Corp., the registrant, Network Billing Systems, LLC,
PingTone Communications, Inc., Fusion BVX LLC, Fidelity Telecom,
LLC, Fidelity Access Networks, Inc., Fidelity Connect, LLC,
Fidelity Voice Services, LLC, Apptix, Inc., Praesidian Capital
Opportunity Fund III, LP, and East West Bank
(14)
|
10.51
|
|
Intercreditor and Subordination Agreement dated as of November 14,
2016 by and among Marvin Rosen, the registrant and East West Bank
(14)
|
10.52
|
|
Pledge and Security Agreement dated as of November 14, 2016 by and
among each of the Grantors Party thereto and East West Bank
(14)
|
10.53
|
|
Guaranty dated as of November 14, 2016 from the registrant, Network Billing Systems, LLC,
PingTone Communications, Inc., Fusion BVX LLC, Fidelity Telecom,
LLC, Fidelity Access Networks, Inc., Fidelity Connect, LLC,
Fidelity Voice Services, LLC and Apptix, Inc. to East West Bank
(14)
|
10.54
|
|
Intellectual Property Security Agreement dated as of November 14,
2016 by and among Fusion NBS Acquisition Corp., Fusion
Telecommunications International, Inc., Network Billing Systems,
LLC, PingTone Communications, Inc., Fusion BVX LLC, Fidelity
Telecom, LLC, Fidelity Access Networks, Inc., Fidelity Connect,
LLC, Fidelity Voice Services, LLC, Apptix, Inc., and East West Bank
(14)
|
10.55
|
|
Fifth Amended and Restated Securities Purchase Agreement and
Security Agreement, dated as of November 14, 2016, by and among
Fusion NBS Acquisition Corp., as borrower, the registrant, Network Billing Systems, L.L.C.,
Fusion BVX, LLC, PingTone Communications, Inc., Fidelity Access
Networks, LLC, Fidelity Connect LLC, Fidelity Voice Services, LLC,
Fidelity Access Networks, Inc., Apptix, Inc., Praesidian Capital
Opportunity Fund III, L.P., Praesidian Capital Opportunity Fund
III-A, LP and United Insurance Company of America
(14)
|
10.56
|
|
Stock Purchase and Sale Agreement dated November 14, 2016 by and
among Fusion NBS Acquisition Corp., the registrant and Apptix ASA
(14)
|
10.57
|
|
Registration Rights Agreement dated as of November 14, 2016 by and
between the registrant and
Apptix ASA (14)
|
10.58
|
|
Common Stock Purchase Agreement dated November 14, 2016 by and
among the registrant and the
Purchasers (14)
|
10.59
|
|
Office Lease, as amended between Chagrin-Green, LLC and Fidelity
Access Networks, LLC (16)
|
10.60
|
|
First Amendment to Lease Agreement dated as of August 2015 by and
between Piedmont Center, 1-4 LLC and the registrant (16)
|
14
|
|
Code of Ethics of registrant (11)
|
21.1
|
|
List of Subsidiaries (16)
|
23.1
|
|
Consent of EisnerAmper LLP(16)
|
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (1)
|
|
|
Certification of President Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (1)
|
|
|
Section 1350 Certification of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (1)
|
|
|
Section 1350 Certification of President Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (1)
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (15)
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(15)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(15)
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
(15)
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
(15)
|
*
|
Originally filed with the Company’s Registration Statement
no. 33-120412 and incorporated herein by reference.
|
|
|
**
|
Originally filed with the Company’s Registration Statement
no. 33-120206 and incorporated herein by reference.
|
|
|
|
|
(1)
|
Filed herewith.
|
(2)
|
Filed as an Exhibit to the Company’s Annual Report on Form
10-K filed April 13, 2011 and incorporated herein by
reference.
|
(3)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on December 15, 2006 and incorporated herein by
reference.
|
(4)
|
Filed as an Exhibit to the Company’s Annual Report on Form
10-K filed March 30, 2012 and incorporated herein by
reference.
|
(5)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 2, 2012 and incorporated herein by
reference.
|
(6)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on September 4, 2013 and incorporated herein by
reference.
|
(7)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 21, 2013 and incorporated herein by
reference.
|
(8)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on December 19, 2013 and incorporated herein by
reference.
|
(9)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K/A filed on January 7, 2014 and incorporated herein by
reference.
|
(10)
|
Filed as an Exhibit to the Company’s Quarterly Report on Form
10-Q filed on August 14, 2013 and incorporated herein by
reference.
|
(11)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K dated November 3, 2014 and incorporated herein by
reference.
|
(12)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 10, 2015 and incorporated herein by
reference.
|
(13)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on December 14, 2015, and incorporated herein by
reference.
|
(14)
|
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 18, 2016, and incorporated herein by
reference.
|
(15)
|
Filed as an Exhibit to the Company’s Form 10-K filed on March
28, 2016 and incorporated herein by reference.
|
(16) |
Filed as an Exhibit
to the Company's Form 10-K filed on March 20, 2017 and incorporated
herein by reference. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended Annual Report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly
authorized, on the date indicated.
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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Date:
April 28, 2017
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By:
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/s/
MATTHEW D. ROSEN
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Matthew
D. Rosen
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Chief
Executive Officer and Principal Executive Officer
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