-----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, Diz5scsIc5NPIM5J+yZhxD1Hdc4e9sYK2wSKjxi0oDImxdhb0LXlF+8MHn5mHuL2 P89uRUEpwQzur5OJgPc18Q== 0000943374-05-000685.txt : 20050524 0000943374-05-000685.hdr.sgml : 20050524 20050524105441 ACCESSION NUMBER: 0000943374-05-000685 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050520 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20050524 DATE AS OF CHANGE: 20050524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMTEX NEWS NETWORK INC CENTRAL INDEX KEY: 0000352988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 133055012 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10541 FILM NUMBER: 05853361 BUSINESS ADDRESS: STREET 1: 625 N. WASHINGTON ST. STREET 2: STE 301 CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 703-820-2000 MAIL ADDRESS: STREET 1: 625 N. WASHINGTON ST STREET 2: STE 301 CITY: ALEXANDRIA STATE: VA ZIP: 22314 FORMER COMPANY: FORMER CONFORMED NAME: COMTEX SCIENTIFIC CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k_052305.txt 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): May 20, 2005 ------------ COMTEX NEWS NETWORK, INC. ------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-10541 13-3055012 - ----------------------------- --------------------- -------------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 625 N. Washington Street, Suite 301, Alexandria, Virginia 22314 - --------------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (703) 820-2000 -------------- Not Applicable -------------- (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 1.01 Entry into a Material Definitive Agreement. ------------------------------------------- On May 20, 2005, Comtex News Network, Inc ("Comtex") appointed Chip Brian to the position of President and Chief Operating Officer. Pursuant to this appointment, Comtex and Chip Brian entered into an employment agreement for a two-year term, with an annual base salary of $160,000, eligibility for an annual bonus not to exceed 25% of annual base salary and options to acquire 250,000 shares of Comtex News Network, Inc. common stock to vest in equal quarterly installments over the term of the employment agreement, beginning on July 1, 2005. Item 5.02 Departure of Directors or Principal Officers; Election of --------------------------------------------------------- Directors; Appointment of Principal Officers - -------------------------------------------- On May 20, 2005, Comtex News Network, Inc appointed Chip Brian to the position of President and Chief Operating Officer. A copy of a related press release is attached as Exhibit 99.1 to this report. Item 9.01. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Businesses Acquired. Not applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated May 23, 2005 issued by Comtex News Network, Inc. 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. COMTEX NEWS NETWORK, INC. DATE: May 24, 2005 By: /s/ C.W. Gilluly -------------------------------------------- C.W. Gilluly, Ed.D. Chairman and Interim Chief Executive Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release dated May 23, 2005 issued by Comtex News Network, Inc. EX-99 2 form8k_ex991-052305.txt EXHIBIT 99.1 COMTEX RELEVANT RELIABLE REAL-TIME Release: IMMEDIATE For: Comtex News Network (Symbol: CMTX) Contact: Amber Gordon agordon@comtex.com 703-820-2000 x8011 COMTEX APPOINTS CHIP BRIAN PRESIDENT New York, NY, May 23, 2005 - Comtex News Network, Inc., (OTC BB: CMTX), a leading provider of economically useful electronic real-time news and content, today announced the appointment of Chip Brian to the position of President and Chief Operating Officer. "Chip Brian is an innovative executive with the energy, skills and expertise to lead Comtex," said C.W. Gilluly, Ed.D., Chairman and Interim CEO of Comtex. "During Chip's tenure as Vice President, Operations, he has delivered successful initiatives in several areas. His operations team perfected the reliability of our technical systems; he has recruited senior managers to our marketing and sales teams; and he continues to direct the development of new products - key to the future of our company," concluded Dr. Gilluly. "I'm delighted with the opportunities in the marketplace for Comtex - a demonstrated leader in the electronic news distribution business and now an innovative developer of new economically useful products," said Chip Brian, Comtex's new President. "Our ground-breaking proprietary new product, Comtex SmarTrendSM Alert, combines real-time news with superior, actionable stock price trend indications - and is available exclusively to our clients. I'm excited about the future for Comtex." Mr. Brian has extensive experience in providing operating management and technology solutions to companies in the financial services industry. Prior to joining Comtex in 2004, Mr. Brian held a product operations management position with Nyfix Incorporated, where his team provided "first-line, high-exposure" support to technicians and the broker community on the floor of the New York Stock Exchange. From 2000 until 2003, Mr. Brian was the Manager, Trading Support Operations for the BNY Brokerage division of The Bank of New York. Previously, Mr. Brian held technology management and support positions with HotJobs.com, a Yahoo company, Fluxmedia Solutions, and Hudson Asset Management, a New York based hedge fund manager. Mr. Brian, 34, holds a B.A. degree from Duke University and resides in New York City. MORE... Comtex: Names Chip Brian President Page 2 May 23, 2005 About Comtex Comtex (www.comtex.com) provides real-time news, SmarTrendSM Alerts and economically useful information to businesses whose customers need more than just facts. Comtex customers receive select content from key sources which is further enhanced with stock tickers and an extended lexicon of relevant terms. With a specialization in the financial news and content marketplace, Comtex receives, enhances, combines and filters news and content received from national and international news bureaus, agencies and publications, and distributes more than one million total stories per day. Comtex's state-of-the-art technology delivers this relevant content and reliable service in real-time. Comtex has offices in New York City and Alexandria, Virginia. SmarTrendSM and CSTASM are service marks of Comtex News Network, Inc. Please Note: Except for the historical information contained herein, this press release contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. These forward-looking statements may be identified by reference to a future period by use of forward-looking terminology such as "anticipate," "expect," "could," "intend," "may" and other words of a similar nature. These statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated herein, including the occurrence of unanticipated events or circumstances relating to the fact that Comtex is in a highly competitive industry subject to rapid technological, product and price changes. Other factors include the possibility that demand for the Company's products may not occur or continue at sufficient levels, changing global economic and competitive conditions, technological risks and other risks and uncertainties, including those detailed in the Company's filings with the Securities and Exchange Commission. Comtex undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----