-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EmzXNkApTvtxlW4okVfFIxDPL+to07U+9JK1fI4WjQKnAhI1hLUg2O56PskTWZfT M39+LRYt08cxwFyBMoL3Cw== 0001161697-05-000628.txt : 20050611 0001161697-05-000628.hdr.sgml : 20050611 20050610122114 ACCESSION NUMBER: 0001161697-05-000628 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050606 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICEWEB INC CENTRAL INDEX KEY: 0001097718 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 132640971 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27865 FILM NUMBER: 05889220 BUSINESS ADDRESS: STREET 1: 205 VAN BUREN STREET STREET 2: SUITE 420 CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 703-964-8000 MAIL ADDRESS: STREET 1: 205 VAN BUREN STREET STREET 2: SUITE 420 CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: ICEWEB COMMUNICATIONS INC DATE OF NAME CHANGE: 20020918 FORMER COMPANY: FORMER CONFORMED NAME: DISEASE SCIENCES INC DATE OF NAME CHANGE: 20020409 FORMER COMPANY: FORMER CONFORMED NAME: AUCTION ANYTHING COM INC DATE OF NAME CHANGE: 19991026 8-K 1 form8-k_jun062005.txt FORM 8-K 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) June 6, 2005 ------------ ICEWEB, INC. ------------ (Exact name of registrant as specified in its charter) Delaware 0-27865 13-2640971 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 205 Van Buren Street, Herndon, Virginia 20170 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 703-964-8000 ------------ ------------------------------------------------------------- (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 DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On June 6, IceWEB, Inc.'s Board of Directors appointed Mr. Raymond Pirtle, Jr. to the Board. Mr. Pirtle is a veteran of the financial services industry, having spent the past three decades in a variety of senior roles in corporate finance, institutional sales, investment banking, and equity research From 1966 until 1989 he was employed by J.C. Bradford & Co., a large regional investment banking and brokerage, departing as a general partner. From 1989 until 2001 he was a Director and co-head of institutional sales of Equitable Securities Corp., a banking and institutional brokerage firm later known as SunTrust Equitable. In 2001 he was one of the founding partners of Avondale Partners, LLC, an institutional equity research and investment banking firm focusing on small companies generally with a market cap in the range of $200 million to $2 billion. Mr. Pirtle presently serves as a member of Avondale Partners' Advisory Board Committee. In March 2005 Mr. Pirtle founded Clairidge Company, LLC., a consulting firm that represents micro-cap to small-cap companies with a public equity valuation under $200 million or larger companies that are seeking to attract broad attention from institutional portfolio managers, research analysts or investment bankers. Since 1985 Mr. Pirtle has been serving on the board of both public and private companies. He currently serves on the board of Premier Global Services, Inc. (NYSE: PGI), a provider of business communications services and business process solutions that enable enterprise customers to automate and simplify components of their critical business processes and to communicate more effectively with their constituents, and eNucleus, Inc. (OTCBB: ENUI), a provider of supply chain software applications. On June 9, 2005 IceWEB, Inc. issued a press release announcing the appointment of Mr. Pirtle to its Board of Directors. A copy of the press release, which is incorporated herein by reference, is attached to this Current Report on Form 8-K as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press release dated June 9, 2005 regarding election of Mr. Pirtle to Board of Directors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ICEWEB, INC. Date: June 10, 2005 By: /s/ John R. Signorello ---------------------- John R. Signorello, Chief Executive Officer EX-99 2 ex_99-1.txt PRESS RELEASE DATED JUNE 9, 2005 Exhibit 99.1 ICEWEB BOARD OF DIRECTORS ADDS NEW MEMBER RAYMOND PIRTLE, SEASONED INVESTMENT BANKER AND INSTITUTIONAL EQUITIES VIRTUOSO, JOINS ICEWEB'S BOARD OF DIRECTORS Herndon, VA - June 9, 2005 - - IceWEB, Inc. (OTC BB: IWEB) the technology provider for SMEs in the public and private sector, today announced that its board of directors has increased its size and elected Raymond Pirtle, 64, seasoned investment banker, to the Board. "Raymond's career of more than 40 years in the institutional sales and banking business will certainly play a big part in taking IceWEB to the NASDAQ. He really has done it all, from sales to financing, primarily small companies...we are going to rely heavily on him to assist the company with the capital structure for huge growth in the future" said John R. Signorello, IceWEB's Chairman and CEO. "We're very pleased to have him and Mr. Compton helping us steer the ship!" Mr. Pirtle was elected to fill an existing board vacancy at IceWEB's board of directors meeting of June 6th, 2005. It is expected that Mr. Pirtle will also serve on the company's audit committee. "I am ready to get going and get IceWEB to the next level. The company is young and to be part of it at this stage really is exciting and challenging," Pirtle said. "My experience with Sarbanes Oxley and investment banking is critical for a small growing micro cap like IceWEB. I look forward to sharing my experience and moving the company in the direction of a larger public company." "Raymond's USA and UK experience and understanding of these marketplaces, will contribute to IceWEB's expansion" said John. "As we continue to grow our customer base and solidify our position in the SME marketplace, we will leverage his experience to take that vertical leap". It is estimated that Pirtle has made approximately 150 trips to the UK and Europe accompanying US management teams in an effort to provide face-to-face contact with portfolio managers in these regions. Many more trips than these have been done in the USA during his career. Pirtle has also represented numerous industry sectors, such as healthcare, industrial and financial as well as various organizations of different size and maturity. Raymond Pirtle Jr. began an investment career in 1966 at J.C. Bradford & Company in Nashville. There he served as a registered institutional salesman, before rising to the ranks as general partner. His focus was on portfolio managers and analysts in the United Kingdom, Europe Chicago and the Mid-Atlantic. From 1989 until 2001, Pirtle was a director of Equitable Securities (SunTrust Equitable) and co-manager of institutional sales, growing the firm's revenues ten-fold during this twelve-year tenure. In 2001, along with five partners, he founded Avondale Partners - a firm dedicated to institutional research, sales, trading and investment banking, with private and public small cap corporations. Since 1985 Pirtle has been serving on the board of both public and private companies. He currently serves on the board of Premier Global Services (PGI), a NYSE company, and eNucleus, Inc., a provider of supply chain software applications. 1 ABOUT ICEWEB IceWEB, Inc. (OTC BB: IWEB), is the trusted enabler of small and medium sized organizations, delivering hardware, software and professional services. Our ASP software delivery model reduces the TCO, and improves efficiency of IT environments. Our proven packaged solutions and uniquely tailored services ensure business value in the SME environment. Founded in 2000, ICEWEB is headquartered in Herndon, V.A., and serves over 30,000 users in the public and private sector. IceWEB(TM) products and services are available on GSA Contract # GS-35F-5149H. For more information, please visit www.iceweb.com . To be added to our investor relations email list please click here or call Investor Relations at 703-964-8000 x100. "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, including but not limited to business conditions and the amount of growth in the computer industry and general economy, competitive factors, and other risks detailed from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K and its quarterly reports on Forms 10-Q. The Company does not undertake any obligation to update forward-looking statements. All trademarks and brand names are the property of their respective companies. CONTACT INFO: Investor Relations Tel: 703-964-8000 x100 Email: investor@iceweb.com 2 -----END PRIVACY-ENHANCED MESSAGE-----