-----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, Tt3FVx98kQtHaTzTM+O87fGgT97GduBvkMap+wjfHwC11fsA717En9vRXxMxoFWU 8kF2gn+KU4JNYkeg5d4stQ== 0001108890-05-000524.txt : 20050810 0001108890-05-000524.hdr.sgml : 20050810 20050810095401 ACCESSION NUMBER: 0001108890-05-000524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050805 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: 20050810 DATE AS OF CHANGE: 20050810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BESTNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15482 FILM NUMBER: 051012067 BUSINESS ADDRESS: STREET 1: 5075 CASCADE ROAD SE STREET 2: SUITE A CITY: GRAND RAPIDS STATE: MI ZIP: 49546 BUSINESS PHONE: 616-977-9933 MAIL ADDRESS: STREET 1: 5075 CASCADE ROAD SE STREET 2: SUITE A CITY: GRAND RAPIDS STATE: MI ZIP: 49546 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 8-K 1 bestnet8k080505.txt PERIOD ENDED 08-05-05 SECURITIES AND EXHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 5, 2005 ---------------- BestNet Communications Corp. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 001-15482 86-1006416 --------------------------- ---------------------- ------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 5075 Cascade Rd. SE, Suite A. Grand Rapids, MI 49546 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (616) 977-9933 ---------------- Item 5.02 - Departure of Directors or Principal Officers On August 5, 2005, Mr. Marco Messina, a director of the Registrant, resigned from the Board of Directors, such resignation to be effective August 5, 2005. A copy of Mr. Messina's resignation and the Registrant's response is attached as Exhibit 99.1 to this Report. Item 9.01 - Financial Statements and Exhibits 99.1 - Letter of Resignation and Registrant's Response 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. BestNet Communications Corporation By: /s/ Stanley L. Schloz -------------------------------- Stanley L. Schloz President By: /s/ Michael A. Kramarz -------------------------- Michael A. Kramarz Chief Financial Officer Date: August 10, 2005 EX-99.1 2 bestnetexhib991-080505.txt LETTER OF RESIGNATION AND REGISTRANT'S RESPONSE EXHIBIT 99.1 Exhibit to Current Report on Form 8-K Letter of resignation by Marco Messina The following is the text of an email message received by the officers of the Registrant after the close of business on Friday, August 5, 2005: "Stan "since the Executive Committee (EC) of the Board of Bestnet was created several months ago, not a single meaningful piece of information was distributed to the directors outside the EC regarding BestNet and its management, which probably was the intent of creating the EC. Under the circumstances directors outside the EC cannot discharge their duties of due diligence and oversight. Whether this serves all shareholders well or whether benefits specific insiders is a matter that I suppose will be best addressed in another forum. Effective immediately I resign my membership in the Board of Directors and request that as a matter of full disclosure, the above text be cited verbatim in any announcement made regarding my resignation. "Regards "Marco Messina" Registrant's Response to the Aforesaid Letter of Resignation 1. Since the formation of the Executive Committee minutes of all of its meetings have been sent by email, as a matter of routine, to all members of the Board of Directors. 2. During that period of time, Mr. Messina made one request for information and that concerned the status of discussions relative to a proposed transaction in which he would have a pecuniary interest (in the nature of a finder's fee) upon its consummation. The requested information was furnished to him by the Registrant's Chief Executive Officer in a telephone conversation. 3. Three members of the Board of Directors were appointed to the Executive Committee; two were not. The Registrant's Bylaws provide that a special meeting of the Board of Directors may be called by two directors of the Registrant. No such action was ever taken by Mr. Messina and the other Director (who resigned on July 6, 2005) who was not a member of the Executive Committee or by any other Directors. -----END PRIVACY-ENHANCED MESSAGE-----