-----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, Bw1T7v2cMHLuQK0uiIk3cLYYe14WVZmujEMpG0Vy+48KQ4OeumyhgXm2xKShHR43 t9pK8Y9gYcQfl9SOIMlBQg== 0001144204-08-036334.txt : 20080623 0001144204-08-036334.hdr.sgml : 20080623 20080623160727 ACCESSION NUMBER: 0001144204-08-036334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080618 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080623 DATE AS OF CHANGE: 20080623 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: 08912229 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 v118005_8k.htm Unassociated Document
 
 
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 
 
June 18, 2008
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))
 

 
 

 
 
Item 8.01.
Other Events.

In April 2004, certain shareholders of C2 Global Technologies Inc. (“C2” or the “Company”) filed derivative and securities lawsuits in the Superior Court of the State of California against C2’s majority stockholder, Counsel Corporation (together with its subsidiaries and affiliates, “Counsel”), C2 and several affiliated companies, as well as four present and former officers and directors of C2. Counsel and C2 believe, and have always maintained, that the claims are without merit and have defended the actions.

Effective June 18, 2008, in order to settle the litigation, and without any admission of liability by the defendants, the parties have agreed to the following: (i) Counsel and/or certain of its affiliates, other than C2, will pay a total of $520,000 to the named plaintiffs; (ii) Counsel and/or a subsidiary other than C2 will give the plaintiffs approximately 370,000 common shares of C2, being five common shares of C2 for every share of C2 owned by the plaintiffs when the litigation commenced; (iii) plaintiffs who were also dissenting shareholders in an appraisal action filed by C2 in Florida in June 2004 will withdraw their dissent and C2 will return the shares that they tendered; (iv) Counsel and/or an affiliate will transfer 350,000 common shares to C2 for cancellation to settle the derivative claims of the litigation. The terms of the settlement of the derivative claims were endorsed by the California court on May 23, 2008.  

As a result of the transfer of common shares to the plaintiffs and the cancellation of the shares transferred to C2, Counsel’s percentage ownership in C2 will be reduced from approximately 92.5% to 90.8%.

On June 19, 2008, Counsel and C2 issued a press release which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01
Exhibits
 
Exhibit No.
Title

99.1
Press release by Counsel dated June 19, 2008.
 
 
 
 

 
 
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: June 23, 2008  By:  
/s/ Stephen A. Weintraub 
 
Name: Stephen A. Weintraub
  Title:   Chief Financial Officer and Corporate Secretary 
 
 
 
 

 
 
EX-99.1 2 v118005_ex99-1.htm Unassociated Document
 

 Exhibit 99.1
 
 
For Immediate Release
COUNSEL CORPORATION AND C2 GLOBAL TECHNOLOGIES INC.
SETTLE C2 SHAREHOLDER LITIGATION

TORONTO, ONTARIO, JUNE 19, 2008 - Counsel Corporation (TSX: CXS) (“Counsel”) and its publicly traded U.S. subsidiary, C2 Global Technologies Inc. (OTCBB: COBT) (“C2”) announced today that they had settled the litigation commenced in April 2004 by certain shareholders of C2. All amounts are stated in U.S. dollars.

In April 2004, certain shareholders of C2 filed derivative and securities lawsuits in the Superior Court of the State of California against Counsel, C2 and several affiliated companies, as well as four present and former officers and directors of C2. Counsel and C2 believe, and have always maintained, that the claims are without merit and have defended the actions.

In order to settle the litigation, and without any admission of liability by the defendants, the parties have agreed to the following: (i) Counsel and/or certain of its affiliates, other than C2, will pay a total of $520,000 to the named plaintiffs; (ii) Counsel and/or a subsidiary other than C2 will give the plaintiffs approximately 370,000 common shares of C2, being five common shares of C2 for every share of C2 owned by the plaintiffs when the litigation commenced; (iii) plaintiffs who were also dissenting shareholders in an appraisal action filed by C2 in Florida in June 2004 will withdraw their dissent and C2 will return the shares that they tendered; (iv) Counsel and/or an affiliate will transfer 350,000 common shares to C2 for cancellation to settle the derivative claims of the litigation.

As a result of the transfer of common shares to the plaintiffs and the cancellation of the shares transferred to C2, Counsel’s percentage ownership in C2 will be reduced from approximately 92.5% to 90.8%. In 2007, Counsel accrued a liability for the approximate amount of the settlement; consequently, the settlement will not have a material effect on its business, results of operations, financial position or liquidity.
 
 
 

 

 
About Counsel Corporation
 
Counsel Corporation (TSX: CXS) is an international asset management firm that actively partners with businesses to achieve shared success and to unlock value through leveraging our relationships, our access to capital and our strategic market experience. For further information, please visit Counsel’s website at www.counselcorp.com.

About C2 Global Technologies Inc.
 
C2’s business is focused on licensing its patents, which include two foundational patents in VoIP technology. 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. C2 also invests in Internet-based e-commerce businesses. For further information, please visit C2’s website at www.c-2technologies.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.

Contact:
Stephen Weintraub
 
Executive Vice President, Secretary & CFO
 
(416) 866-3058
 
sweintraub@counselcorp.com 
 
 
 

 
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