0001415889-11-000586.txt : 20110701 0001415889-11-000586.hdr.sgml : 20110701 20110701103123 ACCESSION NUMBER: 0001415889-11-000586 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110630 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20110701 DATE AS OF CHANGE: 20110701 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: 11944706 BUSINESS ADDRESS: STREET 1: 430 MOUNTAIN AVENUE STREET 2: SUITE 301 CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9738553411 MAIL ADDRESS: STREET 1: 430 MOUNTAIN AVENUE STREET 2: SUITE 301 CITY: MURRAY HILL STATE: NJ ZIP: 07974 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 form8k-07012011_070714.htm Glowpoint, Inc. - FORM 8-k



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30 , 2011

Commission File Number:  00025940

Glowpoint, Inc.
(Exact name of small business issuer as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
770312442
(IRS Employer Identification No.)



430 Mountain Avenue, Suite 301, Murray Hill, New Jersey 07974
(Address of principal executive offices)

973-855-3411
(Registrant's Telephone number)

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 3.02 Unregistered Sales of Equity Securities.

On June 30, 2011, Glowpoint, Inc. issued 769,049 shares of common stock as consideration for the purchase of assets pursuant to the terms of a Purchase Agreement, as previously announced on a Current Report on Form 8-K dated May 20, 2011, as filed with the Securities and Exchange Commission on May 24, 2011. 448,845 shares were issued to Avaya Inc., 66,197 shares were issued to Avaya UK and 254,007 shares were issued to Avaya Canada Corp. The total number of shares was based on consideration equal to $1,580,934 using the common stock's 30-day trailing volume-weighted average price for the period ended June 28, 2011. The shares of common stock were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended.

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.
 
 
Glowpoint, Inc.


Date:   July 1, 2011
By: /s/ John R. McGovern
Name: John R. McGovern
Title: Chief Financial Officer