8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

March 28, 2005

Date of report (Date of earliest event reported)

ACCERIS COMMUNICATIONS INC.

(Exact Name of Registrant as Specified in its Charter)

FLORIDA

(State or Other Jurisdiction of

Incorporation or Organization)

0-17973	59-2291344
(Commission File No.)	(I.R.S. Employer Identification No.)

1001 Brinton Road, Pittsburgh, PA, 15221

(Address of Principal Executive Offices and Zip Code)

(412) 244-2100

(Registrants Telephone Number, Including Area Code)

N/A

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Changes to the Board and Standing Committee Memberships

On March 31, 2005, Acceris Communications Inc., a Florida corporation (the “Company”) announced that in conjunction with the expected sale of its telecommunications business (see Item 8.01 discussion below), it reconfigured its Board of Directors (the “Board”) to reflect the contracted nature of the continuing operations of the Company. The changes to the Board and the standing committees thereof are as follows:

• Effective as of March 29, 2005, James Meenan, Frank Tanki, Kelly Murumets and William Lomicka resigned from the Board. None of the foregoing resignations were for cause.

• Effective as of March 30, 2005, the Board appointed Allan Silber as Chairman of the Board, Henry Toh as Chairman of the Audit Committee and Hal Heaton as Chairman of the Special Committee of Independent Directors.

The foregoing changes to the Board reduced the current Board size to four members, being Messrs. Toh, Heaton, Silber and Samuel Shimer. Also, subsequent to the foregoing changes to the Board membership, Messrs. Heaton and Toh became the sole members on each of the Board’s standing committee memberships, i.e. the Audit Committee, the Compensation Committee and the Special Committee of Independent Directors.

Section 8 - Other Events

Item 8.01 Other Events

Letter of Intent

On March 28, 2005, the Company entered into a nonbinding letter of intent (the “Letter”) to sell its wholly-owned subsidiary, Acceris Communications Corp. (“Acceris”), to Matrix Telecom®, a Platinum Equity company (“Matrix”). Platinum Equity is a mergers and acquisitions firm specializing in the merger, acquisition, and operation of mission-critical services and solutions companies.

Under the terms of the Letter, the Company will, in a stock sale, receive cash and other consideration for the transfer of all of the outstanding shares of Acceris to Matrix. Closing of the proposed sale is contingent upon the execution of a Share Purchase Agreement (“Agreement”) by and between the parties, approval by Acceris’ shareholders and Board of Directors, regulatory approval, and other customary closing conditions. The Company is prohibited from holding discussions with any other parties pertaining to the same subject matter until May 15, 2005. During the period between executing the Agreement and closing the transaction, the parties are expected to enter into a management services agreement. The parties to the Letter anticipate executing the Agreement by April 30, 2005, and closing the proposed transaction during the third quarter of 2005. Due to the ongoing negotiations between the parties, financial terms of the proposed transaction will remain confidential until execution of the Agreement.

Acceris is the major operating subsidiary of the Company, accounting for substantially all of the Company’s revenue in 2004 and constituting approximately 93% of the carrying value of its assets at December 31, 2004. This business constitutes the Company’s telecommunications business and telecommunications reporting segment, both of which are referred to in Note 19 of the financial statements included in Item 15 of the Company’s Annual Report on Form 10-K for the fiscal period ended December 31, 2004 filed with the Securities and Exchange Commission on March 28, 2005.

Press Releases

On March 28 and March 31, 2005, the Company issued press releases announcing the foregoing events. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively. The reader is advised to read these press releases in their entirety.

Section 9 - Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

(c)     Exhibits.

99.1   Press Release dated March 28, 2005

99.2   Press Release dated March 31, 2005

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 thereunto duly authorized.

	Acceris Communications Inc.
Date: March 31, 2005	By:	/s/ Gary M. Clifford
		Name:	Gary M. Clifford
		Title:	Chief Financial Officer and Vice President of Finance

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ACCERIS COMMUNICATIONS INC. ENTERS INTO A LETTER OF INTENT TO SELL ACCERIS COMMUNICATIONS CORP. TO PLATINUM EQUITY’S MATRIX TELECOM

San Diego, California, March 28, 2005 -- Acceris Communications Inc. (ACRS.OB) announced today that it has entered into a letter of intent to sell its 100% ownership interest in its communications services subsidiary, Acceris Communications Corp. (“Acceris”), to Matrix Telecom^®, a Platinum Equity company. Under the letter of intent, Acceris Communications Inc. would receive cash and other consideration for the transfer of all of the shares of Acceris to Matrix.

“We are extremely pleased at the prospect of engaging in a transaction with companies that have the reputation, experience and resources of Matrix and Platinum Equity”, said Kelly Murumets, President of Acceris Communications Inc. “The proposed transaction will give Acceris the ability to gain scale and continue to improve operating efficiencies.”

Finalization of the sale is contingent upon the execution of a Share Purchase Agreement, approval by Acceris Communications Inc. shareholders and Board of Directors, regulatory approval, and other customary closing conditions. The companies anticipate executing the agreement by April 30, 2005, and closing the proposed transaction during the third quarter of 2005. During the interim period between executing the agreement and closing the transaction, the parties are expected to enter into a management services agreement.

“This will be another outstanding add-on to expand the capabilities of Matrix Telecom,” said Johnny O. Lopez, Executive Vice President for Global Mergers & Acquisitions at Platinum Equity. “Along with the pending acquisition of Global Crossing’s Small Business Group, Acceris’ network, services and product capabilities will help create value by further solidifying Matrix’s position in the marketplace.”

About Matrix Telecom

Matrix Telecom Inc., a Platinum Equity company, is a fully integrated, facilities-based telecommunications carrier providing premium quality voice and data services to a nationwide customer base. Headquartered in Dallas, Texas, Matrix Telecom offers a complete line of voice, data, and Voice over IP products servicing the residential and business markets. Matrix Telecom offers wholesale products direct to other carriers, as well as retail products distributed through resellers and agents. Matrix Telecom is committed to providing customized communication services that exceed customers’ expectations for quality, value, and reliability. For more information, please visit the Matrix Telecom website at www.matrixvalue.com.

About Platinum Equity

Platinum Equity (www.platinumequity.com) is a global M&A&O^® firm specialized in the merger, acquisition, and operation of mission-critical services and solutions companies. Since its founding in 1995, the firm has completed more than 65 transactions, building a diverse portfolio of companies with nearly 40,000 employees, more than 600,000 customer sites, and a multi-billion dollar revenue base. Platinum Equity in 2004 was named the 32nd largest private company in the United States by Forbes magazine.

About Acceris Communications Inc.

Acceris Communications Inc. is a broad based communications company serving residential, small and medium-sized business and large enterprise customers in the United States through its subsidiary Acceris Communications Corp. A facilities-based carrier, it provides a range of products including local dial tone and 1+ domestic and international long distance voice services, as well as fully managed and fully integrated data and enhanced services. Acceris Communications Inc. offers its communications products and services both directly and through a network of independent agents, primarily via multi-level marketing and commercial agent programs. For further information, please visit Acceris Communications Inc.’s website at www.acceris.com.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended that are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. Negotiations with respect to the transaction that are the subject of this release are ongoing and may result in significant modifications to the transaction. There can be no assurance that the transaction that is the focus of this release will be concluded, or if concluded that it will be concluded on terms currently contemplated. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted in our securities and other regulatory filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.

Acceris Contacts:

Kelly Murumets

President

Kelly.murumets@acceris.com

(416) 866-3187

David Silverman

Senior Vice President, General Counsel

David.silverman@acceris.com

(301) 365-3699

Platinum Equity Contact:

Mark Barnhill

(310) 228-9514

mbarnhill@platinumequity.com

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

ACCERIS COMMUNICATIONS RECONFIGURES BOARD OF DIRECTORS

IN ANTICIPATION OF SALE OF TELECOMMUNICATIONS BUSINESS

Pittsburgh, Pennsylvania, March 31, 2005 - Acceris Communications Inc. (OTCBB: ACRS), a Florida corporation, announced today that, in conjunction with the expected sale of its telecommunications business, it has reconfigured its Board of Directors to reflect the new operating strategy and the contracted nature of the continuing operations of the Company. James Meenan and Frank Tanki have resigned as directors of the Company, recognizing that their experience may not materially contribute to the Company's future operating plans. In addition, Kelly Murumets and William Lomicka have resigned in order to downsize the Board to reflect the reduction in the size of the Company and to maintain the ratio of independent to non-independent directors.  The foregoing changes reduced the current Board size to four members, comprised of Henry Toh and Hal Heaton (both independent) and Allan Silber and Samuel Shimer (both affiliated with Acceris’ parent, Counsel Corporation).  None of the resignations were for cause. 

As a result of these changes, the Board has appointed Allan Silber as Chairman of the Board, Henry Toh as Chairman of the Audit Committee and Hal Heaton as Chairman of the Special Committee of Independent Directors.

About Acceris Communications

Acceris Communications Inc., through its wholly-owned subsidiary, Acceris Communications Corp., is a broad based communications company serving residential, small and medium-sized business and large enterprise customers in the United States. A facilities-based carrier, it provides a range of products including local dial tone and 1+ domestic and international long distance voice services, as well as fully managed and fully integrated data and enhanced services. Acceris offers its communications products and services both directly and through a network of independent agents, primarily via multi-level marketing and commercial agent programs. Acceris, through its wholly-owned subsidiary, Acceris Communications Technologies Inc., offers a proven network convergence solution for voice and data in Voice over Internet Protocol (“VoIP”) communications technology and holds two foundational patents in the VoIP space. Acceris is a subsidiary of Counsel Corporation (TSX:CXS). For further information, please visit Acceris’ website at www.acceris.com.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended that are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted in our securities and other regulatory filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.

Contacts:

Gary M. Clifford

Chief Financial Officer & VP of Finance

gary.clifford@acceris.com

(416) 866-8170

Stephen A. Weintraub

Senior Vice President & Secretary

stephen.weintraub@acceris.com

(416) 866-3058