-----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, AZbYkiVmy09n7n6pnPZdx70DHt+xrsi0BHuUQ7d4a2CHOCp29wD31nfc3z3DuSlm DvOTlKUBUP6ncNJuAeqAtA== 0001125282-06-002137.txt : 20060407 0001125282-06-002137.hdr.sgml : 20060407 20060407155021 ACCESSION NUMBER: 0001125282-06-002137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060406 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: 20060407 DATE AS OF CHANGE: 20060407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOWPOINT INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25940 FILM NUMBER: 06748000 BUSINESS ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 8054828277 MAIL ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: WIRE ONE TECHNOLOGIES INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 FORMER COMPANY: FORMER CONFORMED NAME: VIEWTECH INC DATE OF NAME CHANGE: 19950418 8-K 1 b412674_8k.txt 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) April 6, 2006 Glowpoint, Inc. --------------- (Exact name of registrant as specified in its Charter) Delaware 0-25940 77-0312442 -------- ------- ---------- (State or other jurisdiction (Commission (I.R.S Employer of incorporation) File Number) Identification No.) 225 Long Avenue Hillside, NJ 07205 - ----------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973) 282-2000 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On April 7, 2006, Glowpoint, Inc. (the "Company") announced the promotion of Michael Brandofino as President and Chief Executive Officer. Mr. Brandofino was recently named Chief Operating Officer and has served as Chief Technology Officer of Glowpoint since 2001. The Company also announced that Joe Laezza, Vice President of Operations since March 2004, has been promoted to Chief Operating Officer and Ed Heinen, currently Glowpoint's acting CFO, has been named to the Chief Financial Officer position. Before joining the Company, Mr. Laezza served as Vice President of Network Operations at Con Edison Communications from February 2002 to March 2004. Prior thereto, Mr. Laezza was Executive Director of North Region Service Delivery for XO Communications, where he was employed from June 1998. Prior to joining Glowpoint, Mr. Heinen was the Chief Financial Officer of Communications Network Enhancement, Inc., a private audio conferencing company, from September 2001 to February 2005. Prior thereto, he was the Chief Accounting Officer at Wall Street Rarities. The Company further announced that David Trachtenberg, Glowpoint's President and CEO since October 2003, is leaving the Company. Mr. Trachtenberg will act as a consultant to Glowpoint through April 28, 2006 to facilitate a smooth transition to the new management team. A copy of the press release announcing the changes in management is attached to this Form 8-K as Exhibit 99.1 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 Exhibit 99.1 Press release dated April 7, 2006 announcing GlowPoint's changes in management. 2 SIGNATURE 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. GLOWPOINT, INC. BY: /s/ Michael Brandofino ---------------------- Michael Brandofino Chief Executive Officer and President Date: April 7, 2006 3 EX-99.1 2 b412674_ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE MEDIA CONTACT: Stu Gold Glowpoint, Inc. (973) 391-2093 sgold@glowpoint.com www.glowpoint.com GLOWPOINT APPOINTS MICHAEL BRANDOFINO AS PRESIDENT AND CEO Company Announces Additional Management Changes as part of Restructuring Plan HILLSIDE, N.J - APRIL 7, 2006 - Glowpoint, Inc. (OTC: GLOW.PK), the world's leading broadcast-quality IP-based video communications service provider, announced today that the Board of Directors has appointed Michael Brandofino as President and Chief Executive Officer. Mr. Brandofino was recently named Chief Operating Officer and has served as Chief Technology Officer of Glowpoint since 2001. He was President of Johns Brook Company at the time it was acquired by Wire One, Glowpoint's predecessor company, in 2000. Mr. Brandofino has also been named to the Board of Directors. Mr. Brandofino was the catalyst in building and developing the Glowpoint network launched in 2000, delivering new advanced technologies and applications to customers and building out one of the industries foremost IP-video research and development departments. More recently, he has been instrumental in establishing and building many of Glowpoint's cross-industry strategic corporate relationships. In November, he was named as a finalist in the New Jersey Technical Council's top CIO/CTO of the year in 2005. In addition to Mr. Brandofino's appointment, Joe Laezza, Vice President of Operations since March 2004, has been promoted to Chief Operating Officer and Ed Heinen, currently Glowpoint's acting CFO, has been named to the Chief Financial Officer position. Mr. Laezza has extensive operational experience in the telecommunications sector from his positions at Con Edison Communications, AT&T and XO Communications. Mr. Heinen joined GlowPoint as Vice President of Finance in February 2005, and brings over 20 years of public company financial management experience. Mr. Laezza and Mr. Heinen have been instrumental in developing and implementing many of the components of the recently announced corporate restructuring plan. As part of the Company's recently announced restructuring plan, David Trachtenberg, Glowpoint's President and CEO since October 2003, is leaving the Company. Mr. Trachtenberg will act as a consultant to Glowpoint through April 28, 2006 to facilitate a smooth transition to the new management team. 4 "Glowpoint has the key elements for a successful business, including a great product, loyal customers, a consistent residual revenue model and a proven track record in managing change," stated Michael Brandofino, president and CEO of Glowpoint. "Our game plan is simple. We will continue to accelerate cost savings and to focus on sales efforts that drive profitable revenue. We are encouraged by the results from our restructuring activities launched in the fourth quarter of 2005 and are confident in our stated objective of being cash flow positive by the end of this fiscal year." ABOUT GLOWPOINT Glowpoint, Inc. (OTC: GLOW.PK) is the world's leading broadcast quality, IP-based video communications service provider. Glowpoint operates a video communications service featuring broadcast quality images with telephone-like reliability, features and ease-of-use. The Glowpoint network spans four continents and carries on average over 60,000 video calls per month worldwide. Glowpoint is headquartered in Hillside, New Jersey. To learn more about Glowpoint, visit us at www.glowpoint.com. The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements and involve factors, risks and uncertainties that may cause actual results in future periods to differ materially from such statements. These factors, risks and uncertainties include market acceptance and availability of new video communication services; the nonexclusive and terminable-at-will nature of sales agent agreements; rapid technological change affecting demand for our services; competition from other video communications service providers; and the availability of sufficient financial resources to enable us to expand our operations, as well as other risks detailed from time to time in the our filings with the Securities and Exchange Commission. 5 -----END PRIVACY-ENHANCED MESSAGE-----