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<SEC-DOCUMENT>0001447387-10-000070.txt : 20100421
<SEC-HEADER>0001447387-10-000070.hdr.sgml : 20100421
<ACCEPTANCE-DATETIME>20100420192427
ACCESSION NUMBER: 0001447387-10-000070
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20100421
DATE AS OF CHANGE: 20100420
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CANNELL J CARLO
CENTRAL INDEX KEY: 0001287649
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 1315 S. HWY 89, SUITE 203
STREET 2: P.O. BOX 3459
CITY: JACKSON
STATE: WY
ZIP: 83001
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Global Telecom & Technology, Inc.
CENTRAL INDEX KEY: 0001315255
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 202096338
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80681
FILM NUMBER: 10760332
BUSINESS ADDRESS:
STREET 1: 8484 WESTPARK DRIVE
STREET 2: SUITE 720
CITY: MCLEAN
STATE: VA
ZIP: 22102
BUSINESS PHONE: (703) 442-5500
MAIL ADDRESS:
STREET 1: 8484 WESTPARK DRIVE
STREET 2: SUITE 720
CITY: MCLEAN
STATE: VA
ZIP: 22102
FORMER COMPANY:
FORMER CONFORMED NAME: Mercator Partners Acquisition Corp.
DATE OF NAME CHANGE: 20050124
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>gtlt04081013d8.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Global Telecom & Technology, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
378979108
- --------------------------------------------------------------------------------
(CUSIP Number)
J. Carlo Cannell
Cannell Capital, LLC
P.O. Box 3459, 1315 S. Hwy 89, Suite 203
Jackson, WY 83001
(415) 835-8300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 2010
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a current valid OMB control number.
Cusip No. 378979108
- --------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
J. Carlo Cannell
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions): WC/OO
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: USA
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 4,644,006*
------------------------------------------
Shares Beneficially 8. Shared Voting Power: 0
------------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 4,644,006*
------------------------------------------
Person With 10. Shared Dispositive Power: 0
------------------------------------------
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,644,006*
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 27.0%*
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): IN
- --------------------------------------------------------------------------------
* Based on information set forth on the Form 10-K of Global Telecom &
Technology, Inc. (the "Company"), as filed with the Securities and Exchange
Commission (the "SEC") on March 24, 2010 there were 17,216,390 shares of the
Company's common stock, par value $0.0001 per share (the "Shares"), issued and
outstanding as of March 24, 2010. As of April 8, 2010, Anegada Master Fund
Limited ("Anegada"), Tristan Partners, L.P. ("Tristan"), The Cuttyhunk Master
Portfolio ("Cutty"), Tonga Partners, L.P. ("Tonga") and Tonga Partners QP, L.P.
("Tonga QP" and collectively with Anegada, Tristan, Cutty and Tonga, the
"Funds") owned in the aggregate (i) 3,720,106 shares of common stock, par value
$0.0001 per share of Global Telecom & Technology, Inc. and (ii) 923,900 Class Z
warrants, each exercisable to purchase one Share as of October 16, 2006.
Cannell Capital LLC acts as the investment adviser to Anegada and Cutty, and
is the general partner of and investment adviser to Tristan, Tonga and
Tonga QP. Mr. J. Cannell is the sole managing member of Cannell Capital LLC.
As a result, Mr. Cannell possesses sole power to vote and direct the
disposition of all securities of the Company held by the Funds. Thus, for the
purposes of Reg. Section 240.13d-3, as of April 8, 2010, Mr. Cannell is deemed
to beneficially own 4,644,006 Shares, or approximately 27.0% of the Shares
deemed issued and outstanding as of the Reporting Date.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
All of the funds used in making the purchase of the securities
described in Item 5 of this Schedule 13D, as amended, came from the working
capital of the Funds. As of April 8, 2010 (the "Reporting Date"), the Funds
have invested an aggregate amount of $6,937,319 in the Shares or securities
convertible or exercisable into Shares.
Item 5. Interest in Securities of the Issuer
------------------------------------
Based on information set forth in the Company's 10-K as filed with the
Securities and Exchange Commission on March 24, 2010, there were 17,216,390
Shares issued and outstanding as of March 24, 2010. As of the Reporting Date,
the Funds owned in the aggregate (i) 3,720,106 Shares, and (ii) 923,900 Class W
warrants, each exercisable to purchase one Share as of October 16, 2006. The
Adviser acts as the investment adviser to Anegada and Cutty and is the
general partner of and investment adviser to Tristan, Tonga and Tonga QP. Mr.
J. Carlo Cannell is the sole managing member of the Adviser.
(a) As of the Reporting Date, for the purposes of Reg. Section
240.13d-3, Mr. Cannell is deemed to beneficially own 4,644,006 Shares, or
approximately 27.0% of the Shares deemed outstanding as of the Reporting Date.
(b) Mr. Cannell possesses the sole power to vote and to direct the
disposition of the securities held by the Funds.
(c) The following table details the transactions during the sixty days
on or prior to the Reporting Date, or since the most recent filing on Schedule
13D, and from the Reporting Date through April 8, 2010 in Shares, or securities
convertible into, exercisable for or exchangeable for Shares, by Mr. Cannell or
any other person or entity controlled by him or any person or entity for which
he possesses voting or investment control over the securities thereof.
(Purchases)
Date Security Quantity Price How Effected
---- -------- -------- ----- ------------
03/31/2010 Shares 1,000 $1.30 Ordinary Brokerage
04/05/2010 Warrants 102,000 $0.04 Ordinary Brokerage
(Sales)
Date Security Quantity Price How Effected
---- -------- -------- ----- ------------
03/24/2010 Warrants 305,000 $0.0005 Ordinary Brokerage
03/25/2010 Warrants 200,000 $0.0005 Ordinary Brokerage
04/08/2010 Warrants 897,100 $0.0010 Ordinary Brokerage
None.
(d) Not applicable.
(e) Not applicable.
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 20, 2010
/s/ J. Carlo Cannell
------------------------------------------
J. Carlo Cannell in his capacity as the
Managing Member of Cannell Capital LLC,
investment adviser to Anegada Master Fund
Limited and The Cuttyhunk Master Portfolio
and the general partner of and investment
adviser to Tonga Partners, L.P., Tonga
Partners QP, L.P. and Tristan Partners,
L.P.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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