-----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, NRcYuBTG5qxH2Kv+39BsGQbZU9h6vseoKiE5Kk5L5ZCD2ANMQYV/SLnOkg0oJCdU 58T3F1qEkUBQBJBGWL6V8g== 0001144204-05-033724.txt : 20051103 0001144204-05-033724.hdr.sgml : 20051103 20051102195619 ACCESSION NUMBER: 0001144204-05-033724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051028 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: 20051103 DATE AS OF CHANGE: 20051102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C2 Global Technologies Inc CENTRAL INDEX KEY: 0000849145 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 592291344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17973 FILM NUMBER: 051174680 BUSINESS ADDRESS: STREET 1: 9775 BUSINESSPARK AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 8585475700 MAIL ADDRESS: STREET 1: 1001 BRINTON ROAD CITY: PITTSBURGH STATE: PA ZIP: 15221 FORMER COMPANY: FORMER CONFORMED NAME: ACCERIS COMMUNICATIONS INC DATE OF NAME CHANGE: 20040220 FORMER COMPANY: FORMER CONFORMED NAME: I LINK INC DATE OF NAME CHANGE: 19971020 FORMER COMPANY: FORMER CONFORMED NAME: MEDCROSS INC DATE OF NAME CHANGE: 19920703 8-K 1 v028230_8k.htm
 
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 
 
October 28, 2005
Date of report (Date of earliest event reported)
 
C2 GLOBAL TECHNOLOGIES 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.)
 
40 King Street West, Suite 3200, Toronto, Ontario, Canada, M5H 3Y2
(Address of Principal Executive Offices and Zip Code)
 
(416) 866 3000
(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

(b) Gary Clifford, Vice President of Finance and Chief Financial Officer of C2 Global Technologies Inc. (the “Company”), has resigned from the Company effective as of December 15, 2005. Mr. Clifford’s resignation was not for cause. Mr. Clifford provided certain executive management services to the Company in accordance with the terms and provisions of the Management Services Agreement, by and between Counsel (as defined herein below) and the Company, dated December 23, 2004. Mr. Clifford also resigned as the Chief Financial Officer of Counsel Corporation, the majority shareholder and parent of the Company (“Counsel”).

(c) Stephen Weintraub, the Company’s Corporate Secretary, will replace Mr. Clifford as the Chief Financial Officer of the Company effective as of December 15, 2005. Mr. Weintraub’s biographical and background information is as follows:
 
Stephen A. Weintraub, Senior Vice President and Secretary since December 2002. Mr. Weintraub was elected as a Class I director on November 26, 2003, and served as a director until June 15, 2004. Mr. Weintraub joined Counsel in June 1983 as Vice President, Finance and Chief Financial Officer. He has been and is an officer and director of various Counsel subsidiaries. He has been Secretary of Counsel since 1987 and Executive Vice President since January 2005. Mr. Weintraub received a B.A. degree in Commerce from the University of Toronto in 1969, qualified as a Chartered Accountant with Clarkson, Gordon (now Ernst & Young LLP) in 1972 and received his law degree (LL.B.) from Osgoode Hall Law School, York University in 1975. Mr. Weintraub is a director of Counsel.
 
There is no arrangement or understanding between the newly appointed officer and any other persons pursuant to which such person was appointed as discussed above. Nor are there any family relationships between such person and any executive officers and directors. Further, there are no transactions involving the Company and such persons which transaction would be reportable pursuant to Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended.
 
The Company has no executive employment agreement with Mr. Weintraub as of the date hereof.
 
 
Section 9 - Financial Statements and Exhibits
 
Item 9.01 Financial Statements and Exhibits.
 
(c)  Exhibits.
 
99.1  Press release dated November 2, 2005 re: Mr. Clifford’s resignation.
 


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.
 
 
C2 Global Technologies Inc.
 
 
 
 
Date: November 2, 2005 
By:  
/s/ Stephen Weintraub
 
 
 
Name:
Stephen Weintraub
 
 
 
Title:  
Corporate Secretary 
 
 

 
 EX-99.1 2 v028230_ex99-1.htm
Exhibit 99.1
 

FOR IMMEDIATE RELEASE
 
STEPHEN WEINTRAUB APPOINTED CFO OF COUNSEL CORPORATION AND
C2 GLOBAL TECHNOLOGIES INC. AS GARY CLIFFORD STEPS DOWN

Toronto, Ontario, November 2, 2005 - Counsel Corporation (TSX: CXS) and C2 Global Technologies Inc. (OTC-BB: COBT.OB) announced today that Gary Clifford, the Chief Financial Officer of both Counsel and C2, has decided to leave the companies effective December 15, 2005. Stephen Weintraub, who is currently the Secretary and an Executive Vice President of both companies, will assume the CFO positions upon Mr. Clifford’s departure.

“We accept Gary’s decision to leave with great reluctance and thank him for his significant contribution over the past three years” said Allan Silber, Chairman of Counsel and C2. “We wish him success in his future endeavours.”

“Stephen is a seasoned executive. A Chartered Accountant and LL.B., he joined Counsel in 1983 as Vice President, Finance and Chief Financial Officer, a position he held until 1989. We expect the transition of responsibilities from Gary to Stephen to go smoothly” said Mr. Silber.

About Counsel Corporation
Counsel Corporation is a diversified company with operations in three specific sectors: communications, real estate and long-term care. Counsel’s communications platform is focused on its existing communications investment, C2 Global Technologies Inc. Counsel’s real estate platform has a focused strategy of investing in and developing income producing commercial properties, primarily retail shopping centres. Counsel’s long-term care business consists of the operations of seven nursing homes in Ontario. For further information, please visit Counsel’s website at www.counselcorp.com.

About C2 Global Technologies Inc.
C2 Global Technologies Inc. (“C2”) is focused on licensing it technology and patents, which includes two foundational patents in Voice over Internet Protocol (VoIP). C2 plans to realize value from its intellectual property by offering licenses to service providers, equipment companies and end-users that are deploying VoIP networks for phone-to-phone communications. For further information, visit C2’s website at www.c-2technologies.com.
 
FORWARD-LOOKING STATEMENTS
 
The statements made in this release that are not historical facts may constitute forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel Corporation’s and C2’s expectations, should be considered as forward-looking statements and involve risks and uncertainties. Such statements are based on knowledge of the environment in which they currently operate, but because of the factors herein listed, as well as other factors beyond their control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the companies’ securities and other regulatory filings.
 
Contact:  Stephen Weintraub
  Executive Vice President and Secretary
  saw@counselcorp.com
  Tel: (416) 866-3058
 
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