-----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, VrzpmZwTf0t9g5+Ebr+aGgpZbZ5wUf9S5+++W5pucY5aMTD928sZsd2AiVuKgzps 5Uvu2POYAmDV6OKV7GGQKg== 0001085037-08-000841.txt : 20081016 0001085037-08-000841.hdr.sgml : 20081016 20081016171754 ACCESSION NUMBER: 0001085037-08-000841 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081016 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081016 DATE AS OF CHANGE: 20081016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTERPATH CORP CENTRAL INDEX KEY: 0001236997 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 200004161 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50346 FILM NUMBER: 081127935 BUSINESS ADDRESS: STREET 1: 300-505 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V7X 1M3 BUSINESS PHONE: 604-320-3344 MAIL ADDRESS: STREET 1: 300-505 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V7X 1M3 FORMER COMPANY: FORMER CONFORMED NAME: COUNTERPATH SOLUTIONS, INC. DATE OF NAME CHANGE: 20050928 FORMER COMPANY: FORMER CONFORMED NAME: XTEN NETWORKS, INC DATE OF NAME CHANGE: 20040507 FORMER COMPANY: FORMER CONFORMED NAME: BROAD SCOPE ENTERPRISES INC DATE OF NAME CHANGE: 20030529 8-K 1 form8k.htm FORM 8-K

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 16, 2008

COUNTERPATH CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-50346

(Commission File Number)

20-0004161

(IRS Employer Identification No.)

300-505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3

(Address of principal executive offices and Zip Code)

604.320.3344

Registrant's telephone number, including area code

N/A

(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:

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

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

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

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

Item 8.01 Other Events.

 

In the news release filed as Exhibit 99.1 to this Form 8-K Current Report, the Company announced a restructuring plan as part of an initiative to reduce costs. For complete details, see the attached Exhibit.

Item 9.01. Financial Statements and Exhibits.

99.1

News Release dated October 16, 2008.

 

 

 


 

- 2 -

 

 

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.

COUNTERPATH CORPORATION

By: /s/ David Karp

 

David Karp

 

 

Chief Financial Officer

Dated: October 16, 2008

 

 

CW2175876.1

 

 

 

 EX-99 2 ex99-1.htm EXHIBIT 99.1 - NEWS RELEASE

 

 

 

CounterPath Announces Restructuring

Expects to reduce costs and operating expenses

by $4 million per year

 

VANCOUVER, CANADA – October 16, 2008 – CounterPath Corporation (TSX-V: CCV; OTCBB: CPAH), a leading provider of desktop and mobile VoIP software products and solutions, today announced a restructuring as part of an overall initiative to reduce costs. As a result of the restructuring, the company expects to reduce costs and operating expenses by approximately $4 million per year. The restructuring includes a reduction in 32% of headcount (approximately 45 employees and contractors) as well as other operational changes that are being implemented to increase the overall efficiency of the company’s operations.

CounterPath President and CEO Donovan Jones said, “This restructuring, while difficult, is primarily the result of integrating our acquisitions. We are also being prudent and managing our cash resources in light of the current business climate.  We made three acquisitions over the past year to expand our solution portfolio beyond our award winning desktop softphone. We added enterprise capabilities in both fixed and mobile communications, as well as adding a mobile operator’s solution to turn the Internet into a global open roaming network. Our business prospects are solid and our premise of unifying desktop and mobile communications is beginning to take hold with customers as our software decreases costs and increases productivity for users.”

“The changes we are announcing today will ensure that CounterPath will streamline operating activities in line with profitability expectations and continue delivering on our strategy,” added Jones.

The company expects total annualized cost and operating expense savings to be approximately $5.5 million as a result of headcount reductions effected since August 1, 2008, including the $4 million as a result of the current restructuring. The majority of the headcount reductions are in the research and development area as a number of the company’s acquired solutions have been integrated and are ready for market. The company expects severance costs as a result of headcount reductions in the current second fiscal quarter to be approximately $1.1 million, initially offsetting some of the expected savings from the restructuring’s implementation.

 

About CounterPath

CounterPath Corporation is a leading provider of innovative desktop and mobile VoIP software products and solutions. The company’s product suite includes SIP-based softphones, server applications and Fixed Mobile Convergence (FMC) solutions that enable service providers, enterprises and Original Equipment Manufacturers (OEM) to cost-effectively integrate voice,

 

 


Page 2

CounterPath Announces Restructuring

 

 

video, presence and Instant Messaging (IM) applications into their VoIP offerings and extend functionality across both fixed and mobile networks.

CounterPath’s customers include some of the world's largest telecommunications service providers and network equipment providers including AT&T, Verizon, BT (British Telecommunications PLC), Deutsche Telekom, Cisco Systems, Mitel and Nortel.

Visit www.counterpath.com.  

 

Forward-Looking Statements

This news release contains "forward-looking statements". Statements in this news release, which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future.

It is important to note that actual outcomes and the company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) the impact of the restructuring on the business of CounterPath, (2) the failure to realize anticipated savings resulting from the restructuring or other unanticipated costs of the restructuring, (3) the company’s ability to remain competitive as other parties develop and release competitive products, (4) the company’s ability to retain the employees necessary to continue research and development of current and new products, (5) the success by the company of the sales of its current and new products, (6) the impact of competitive products on the sales of the company’s products, (7) the impact of technology changes on the company’s products and on the VoIP industry, (8) the compatibility of the company’s products with new computer operating systems, (9) the rate of adoption by service providers and the general public of VoIP as a replacement for regular and cellular phone service, (10) general economic conditions as they affect CounterPath and its prospective customers, (11) the ability of the company to control costs operating, general administrative and other expenses, and (12) insufficient investor interest in the company’s securities which may impact on the company’s ability to raise additional financing as required. Readers should also refer to the risk disclosures outlined in the company’s quarterly reports on Form 10-QSB and Form 10-Q, annual reports on Form 10-KSB and the company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission.

Disclaimer: The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact:

David Karp

Chief Financial Officer

CounterPath Corporation

+1.604.320.3344 ext 1114

ir@counterpath.com

 

 

CW2116968.1

 

 

 

 GRAPHIC 3 img1.jpg GRAPHIC begin 644 img1.jpg M_]C_X``02D9)1@`!`0$`8`!@``#__@`<4V]F='=A7ZZ05WE7$RNBOKL>Q.W?:-P8=2/(+FL/MH>?\URG<1,YQ>>* M7++%&:&1P!E@86EOX[(_!?7!/N_?L@[SR_:?>?'S?>Y=G?\`Y;4\SGN7[%W7 M[0Y>P[N[?-[ZZ:^=H.K;;C2W:W05]'()()V!['#V6TH!P6[Q^P$/;;Y.WD[/ M?[NU/T$(SOB(S%IXK7;Z4U]VJ-G:?%*[_``'N4$8R MKAG72WUV0XG4S0W.WU1H+M3@OX09'&QSV9O M,7-&P#$\;/UYT%A8KB]#B5ECMM""0#S22.\Y'>I*[2KWA%D=SO-IKJ*ZS&HG MMT_9"9QV7-^??R*L)`1$0$1$!$1`1$0$1$!$1`1%R,IR"'%\@:`@__]"Y0`T!K0`!T`'HO5PLS9)+T[77H?GY]5-<U93;A76NH[1@.G-<-.8?8CT7 M#X@ MXZ#0-]2L]5QPHHZZ3NEGJ:FWQ/Y'U0Z#Z_\`U5]C5AO^57:X6&@F?36V6K,E M;+KP@`G6_<^S?=7S;L0LEMQW[!BHV.HW,Y9`\;,A/FXGW0;UHN]%?+9#<:"8 M2P3-VTCT^#\K=5-8T*G`.*PQ6DJ^]VNX>+LM[,1+203[$:Z^X5RH"(B`B(@( MB("(B`B(@+E9-88,FQ^KM%0XM94-T'#S:X'8/X$!=5$%/8?EU7@-S?B.6N[. MFBWW6J():&^GX'\EBR#(;IQ1O3L;QDNBM$1W556B`\>Y^/8>JM"^XO9,EA9% M>+?'5!GW226N;]'`@A9;18;7CU":.TT4=+#YEK!UOX.3]$%(X MU29#B5CI,ULSG5%(]SF5E/Z!H/J/;Y]%>F+Y1;LLM#+A;Y/B6(GQ1.]C_JH[ MPAC9+PWI8Y&!['/D#FN&P1M1?),:NG#2^'*,5#GVR1W]*H^I#`?,:_=]O9!; MHI:85)JA3Q"EF7%Q?*+=EEI97V^3SZ21$^*-WL5VD&&"EIJ M4/%/3Q0\[N9W9L#>8^YUYE0KB%Q"9CD8M5J'>;S4>&.-HYNRWY$CW]@G$+B& MS&HA:[2T55ZJ?#'&TH(7J(*4X?Y-:<1R;)*:_5/<7RU3BSG8X[\1]@?=23,>) M.)5N(W.DH[NRHJ)Z=T<<;(W@DD:]0%++OAF-WVI[S<[/3U$^M=H00X_4C6UI M1<-<,AE;(S'Z7F:=CFYG#^1.D&GPDIY:;AY0-FC+"\O>T$>8)Z%3&2-DT3HI M6!['C3FN&P0O6,;&QK&-#6M&@T#0`7T@IS)<N MQ^[\^BZ-\XRT$MBA;CS))[M6#E;"6'<#C[^Y]M*T'L9+&Z.1H>QPTYKAL$+B M4.&XO9ZTW"CL]'33@[$@;]WZ;Z#\$$9X>\/7VN4Y#D![S>:CQ^,\W8[_`,WZ M*PU\,FBD.F2,8ZNMF$# M)!YQC1)(^>FOQ4W46XAXB[,<9=0PR-CJH9!-3N=YQM@U+/4]>>*%#1P6E^-P3R0`1BKD?II:.G7KHG7JM2*Q9C@F4W*X6.U,NE)=!S%@?HQN MV2-_0D_5!]#BO=9,0NDKZ:*GO-LF;'*WEVUP)()U]0NIE6=7>S\.;#?J7L>] MW`PB;F9MOBC'=5<.(M4ZNHG/L\M% MV`G)'F&@`CY!"\X98+>\4S6X2U\)-)W=T451O8D\3=?D$&I;^:6E9*Y\@`87(R`/G3M+ZH,9RB+AI=L5J+2!-')N MFDCY0)@7==GU/R?3Z((9))36:P6.[V._U#[Y-(.VI63%^OJ/KH:/GM3V7BM6 M1<0(K6^.-MK;(RFG?R[+92.OB^#TU\+IX[A<&/85'7QX]`_(XJ8EA23O#J(MW(Z0$Z/-[^9\T'_]'-DF9\0K!?*:WR MLH!]H2EE)IH.QS`#9]/,+;ON;9;BSK'!>'T4^56&UL]M>)J!S16[(\.GMZ_B!M=#BAB=RR6^6)U+1&II89-5.G:TPN&_RV M@]OG$=[<\L5IL==1U=#6R1LJ'1D/()?HC8\NBLA5->.&PMW$+'ZW&[1V-N@E MCDJG-D+@")-D^(D^6E;*`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B F`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B(/_]D_ ` end GRAPHIC 4 img2.jpg GRAPHIC begin 644 img2.jpg M_]C_X``02D9)1@`!`0$`8`!@``#__@`<4V]F='=A -----END PRIVACY-ENHANCED MESSAGE-----