-----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, Ov3fePu7v7B/3mX2P8PG/Gyo45oLxia2TCjtHXLTY4pyPblBbP2JjsUyFplRs5/O dHKrwzrJUxW/tnSAgolWbg== 0001144204-07-033656.txt : 20070626 0001144204-07-033656.hdr.sgml : 20070626 20070626172520 ACCESSION NUMBER: 0001144204-07-033656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070625 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070626 DATE AS OF CHANGE: 20070626 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: 07941916 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 v079412_8k.htm Unassociated Document



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) June 25, 2007

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 (312) 235-3888


Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)

 
 

 

ITEM 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION.

On June 26, 2007, Glowpoint, Inc. (the “Company”) issued a press release announcing the filing of its quarterly report for period ending March 31, 2007 on Form 10-Q. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information under Item 2.02 and 8.01 in this Current Report on Form 8-K, including the related exhibit, shall not be deemed (i) “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section or (ii) to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 26, 2007, the Company amended the employment agreement of Michael Brandofino, its Chief Executive Officer and President, to extend its term by two years. His employment term will now continue for the two-year period commencing July 1, 2007. This brief description of Mr. Brandofino’s employment agreement amendment is qualified by reference to the provisions of the agreement attached to this report as Exhibit 99.2.

On June 25, 2007, each of Mr. Brandofino, Joseph Laezza, the Company’s Chief Operating Officer, Edwin F. Heinen, the Company’s Chief Financial Officer, and David W. Robinson, the Company’s General Counsel, were granted 75,000 restricted shares of the Company’s common stock. Such restricted shares vested immediately. Messrs. Heinen and Robinson were also each granted an option to purchase 100,000 shares of the Company’s common stock, with one-third of such options vesting on each of June 25, 2008, June 25, 2009, and June 25, 2010.

ITEM 8.01. OTHER EVENTS

The Company will host a conference call at 4:30 p.m. EDT on Thursday, June 28, 2007 to discuss its First Quarter 2007 results and take questions. Interested participants should call (800) 638-5495 and use passcode 11522105. International participants should call (617) 614-3946 and use the same passcode.  A recording of the conference call will be available beginning June 28, 2007 and will remain archived through August 1, 2007. To listen to the playback, please call (888) 286-8010 and use passcode 86837571.  For international playback, dial (617) 801-6888 and use the same passcode.

This call is being audio webcast by CCBN and can be accessed at Glowpoint's website at http://www.glowpoint.com. The audio webcast will also be distributed over CCBN's Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through CCBN's individual investor center at http://www.companyboardroom.com or by visiting any of the investor sites in CCBN's Individual Investor Network, such as America Online's Personal Finance Channel, Fidelity Investments® (www.fidelity.com), and others. Institutional investors can access the call via CCBN's password-protected event management site, StreetEvents: http://www.streetevents.com.


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 June 26, 2007.
   
Exhibit 99.2
Employment Agreement Amendment between the Company and Michael Brandofino, dated June 26, 2007.




 
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: June 26, 2007


 
EX-99.1 2 v079412_ex99-1.htm Unassociated Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
 
Media Inquiries:
Rick Eisenberg    
(212) 496-6828     
Eisenberg Communications   

Christopher Welch
Glowpoint, Inc.     
(866) 456-9764, ext. 2002
pr@glowpoint.com

Glowpoint Files Q1 2007 Results
Reports Year over Year Revenue Growth of 19.9%

HILLSIDE, N.J. - June 26, 2007 - Glowpoint, Inc. (OTC:GLOW.PK), a premiere broadcast-quality IP-based managed video service provider, announced today that it has filed its quarterly report for period ending March 31, 2007. The Company also announced that it plans to hold a stockholders meeting on August 14th, 2007. Holders of record on July 6, 2007 will be mailed a proxy statement and details of the shareholder meeting.

The following represent a few highlighted improvements, which are qualified in their entirety by the financial statements included in the filed Form 10-Q.

Revenue increased $940,000, or 19.9%, in the 2007 quarter to $5,661,000 from $4,721,000 in the 2006 quarter. Subscription and related revenue increased $268,000 in the 2007 quarter to $3,444,000 from $3,176,000 in the 2006 quarter.  Non-subscription revenue, consisting of bridging, services, special events and other one-time fees, increased $672,000 in the 2007 quarter, to $2,217,000 from $1,545,000 in the 2006 quarter.  Included in non-subscription revenue was $430,000 of one-time integration services related to a multi-year agreement for a broadcast customer.
 
Gross margin for the 2007 quarter increased by $517,000, or 41.9%, to $1,752,000 from $1,235,000 in the 2006 quarter.

A conference call will be held on Thursday, June 28 at 4:30 pm EDT to discuss the results and field questions from investors.

Interested participants should call (800) 638-5495 and use passcode 11522105. International participants should call (617) 614-3946 and use the same passcode. 

A recording of the conference call will be available beginning June 28, 2007 and will remain archived through August 1, 2007. To listen to the playback, please call (888) 286-8010 and use passcode 86837571.  For international playback, dial (617) 801-6888 and use the same passcode.

This call is being audio webcast by Thomson Financial and can be accessed at Glowpoint's website at http://www.glowpoint.com. The audio webcast will also be distributed over Thomson Financial’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson Financial’s individual investor center at http://www.earnings.com or by visiting any of the investor sites in Thomson Financial’s Individual Investor Network, such as America Online's Personal Finance Channel, Fidelity Investments® (www.fidelity.com), and others. Institutional investors can access the call via Thomson Financial’s password-protected event management site, StreetEvents: http://www.streetevents.com.


 
 

 


About Glowpoint

Glowpoint, Inc. (OTC:GLOW.PK) is a premiere broadcast-quality, IP-based managed video services provider. Glowpoint offers video conferencing, bridging, technology hosting, and IP-broadcasting services to a vast array of companies, from large Fortune 100® enterprises to small and medium-sized businesses. Glowpoint’s managed-video services are available bundled with Glowpoint’s quality-network offering or as a value-added managed-video service across other networks. Glowpoint is exclusively focused on high quality two-way video communications and has been supporting millions of video calls since its launch in 2000. Glowpoint is headquartered in Hillside, New Jersey. To learn more about Glowpoint, visit 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 our filings with the Securities and Exchange Commission.

# # #



 
EX-99.2 3 v079412_ex99-2.htm Unassociated Document
Exhibit 99.2


SECOND EMPLOYMENT AGREEMENT AMENDMENT

This Second Employment Agreement Amendment (this "Amendment"), dated June 26, 2007, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"), and Michael Brandofino (hereinafter "Employee"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, Employee and Glowpoint entered into an Amended and Restated Employment Agreement as of July 1, 2004, as amended May 15, 2007 (the “Employment Agreement”);

WHEREAS, the Employee’s employment term is currently scheduled to expire on June 30, 2007; and

WHEREAS, the Company wishes to extend Employee’s employment term for two years, and Employee wishes to continue to work for Company;
 
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.  Term. The Employment Agreement is hereby amended to delete “the three-year period commencing on July 1, 2004” in the first sentence of Section 1.1 and replace it with “the two-year period commencing on July 1, 2007”.
 
2.  Entire Agreement. This Amendment is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter. Unless specifically amended by this Amendment, all terms of the Employment Agreement remain unchanged and are in full force and effect. If any provision of the Employment Agreement, as amended by this Amendment, is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

In Witness Whereof, the parties have duly executed this Agreement as of the date first written above.

Glowpoint, Inc.
   
 
/s/ Edwin F. Heinen
 
 
/s/ Michael Brandofino
Name: Edwin F. Heinen
Title: Chief Financial Officer
 
Michael Brandofino


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