gp8k_june32009.htm

0001415889-09-000151.txt : 20090603 0001415889-09-000151.hdr.sgml : 20090603 20090603163352 ACCESSION NUMBER: 0001415889-09-000151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090528 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090603 DATE AS OF CHANGE: 20090603 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: 09871696 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 gp8k_june32009.htm 8-K gp8k_june32009.htm

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 28, 2009

Glowpoint, Inc.

(Exact name of registrant as specified in its Charter)

Delaware	0-25940	77-0312442
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

225 Long Avenue Hillside, NJ

(Address of principal executive offices)

07205

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

At the annual meeting of shareholders of Glowpoint, Inc. (“Glowpoint” or the “Company”) on May 28, 2009, shareholders approved the proposal amending the Company’s certificate of incorporation to eliminate the classification of the board of directors (the “Board”). With the approval of that proposal, all directors resigned to end their multi-year terms from the Board and all committees thereof. The following directors were then each elected to a one year term - James S. Lusk, Peter Rust, Grant Dawson, Joseph Laezza, and David W. Robinson. Therefore, Bami Bastani and Dean Hiltzik are no longer members of the Board or any committee of the Board. There was no disagreement between the Company and the resigning directors. Their letters of resignation are attached hereto as Exhibits 17.1 and 17.2. In connection with their resignations, the Company amended the option agreements of the resigning Board members to extend the exercisability of their options to 180 days following their resignation (from 90 days) and amended their restricted stock award agreements, if any, to accelerate the vesting of restricted stock awards by one year.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) (b) (c) (d)	Financial Statements of Businesses Acquired. Not Applicable. Pro Forma Financial Information. Not Applicable. Shell Company Transactions. Not Applicable. Exhibits.
	Exhibit No. 17.1 17.2	Description Resignation of Bami Bastani. Resignation of Dean Hiltzik.

-1-

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.
	/s/ Edwin F. Heinen Edwin F. Heinen Chief Financial Officer

Dated: June 3, 2009

EX-17.1 2 exhibit17_1.htm EXHIBIT 17.1 exhibit17_1.htm

Exhibit 17.1

I, Bami Bastani, hereby submit my resignation from the Board of Directors of Glowpoint, Inc. and any committees thereof effective upon passage of Proposal 1 in the Company's 2009 proxy to declassify the Board of Directors. My resignation is not attributable to any disagreement I may have.

/s/ Bami Bastani

Bami Bastani

EX-17.2 3 exhibit17_2.htm EXHIBIT 17.2 exhibit17_2.htm

Exhibit 17.2

I, Dean Hiltzik, hereby submit my resignation from the Board of Directors of Glowpoint, Inc. and any committees thereof effective upon passage of Proposal 1 in the Company's 2009 proxy to declassify the Board of Directors. My resignation is not attributable to any disagreement I may have.

/s/ Dean Hiltzik

Dean Hiltzik