-----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, DMaAf5YUGmo2JcbxzA7iIrOTFvdzn4xoXySwvOV/RcCA1QZSpUWIfFwJI0JeDOTR pEUZkCOxlWjpl/q0UC3Pvg== 0001144204-06-043200.txt : 20061023 0001144204-06-043200.hdr.sgml : 20061023 20061023080507 ACCESSION NUMBER: 0001144204-06-043200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061007 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061023 DATE AS OF CHANGE: 20061023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBETEL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000919742 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 880292161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32509 FILM NUMBER: 061156654 BUSINESS ADDRESS: STREET 1: 9050 PINES BLVD., STREET 2: SUITE 110 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 BUSINESS PHONE: 954-241-0590 MAIL ADDRESS: STREET 1: 9050 PINES BLVD., STREET 2: SUITE 110 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN DIVERSIFIED GROUP INC DATE OF NAME CHANGE: 19950329 FORMER COMPANY: FORMER CONFORMED NAME: TERA WEST VENTURES INC DATE OF NAME CHANGE: 19940303 8-K 1 v055321_8-k.txt 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): October 7, 2006 GLOBETEL COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 0-23532 88-0292161 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 9050 Pines Blvd., Suite 255, Pembroke Pines, FL 33024 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 954-241-0590 - -------------------------------------------------------------------------------- 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 5.02(b) Dorian Klein, Ambassador Ferdinando Salleo and J. Randolph Dumas have resigned from the Company's board of directors. Timothy Huff has resigned as the Company's chief executive officer and from the Company's board of directors Item 5.02(d) The Board of Directors appointed Peter Khoury as the Company's Interim Chief Executive Officer and has appointed him to the Board of Directors. The Board also appointed Przemyslaw L. Kostro as a director and Interim Chairman of the Board of Directors. Peter Khoury is the founding partner and former CEO of International Consulting Services, a global telecommunications practice focused on assisting companies with entering and effectively competing in an aggressive communications market. Mr. Khoury oversaw ICS's global operations and its business development practices. After graduating from the University of Sydney with an Honours degree in Chemical Engineering, Mr. Khoury obtained additional degrees in Computer Science and Business Administration. His career began as a Systems Engineer at IBM. He later joined companies Andersen Consulting and Digital Equipment, where he managed key assignments in the telecommunications, finance and insurance sectors in Singapore, Hong Kong, Japan, Australia and New Zealand. Przemyslaw L. Kostro was first elected to the Company's Board of Directors in November 2001. From November 2001 to April 2002, he also served as the Chief Executive Officer of the Company prior to Mr. Huff's appointment. For the past six years, Mr. Kostro has been engaged in international business, and has been providing professional and consulting services to several public and private entities. He also currently serves as Chairman of Wafao S.A., a Polish software company, and as a director of Caterham Financial Management, a Malaysian company. Item 7.01 Regulation FD On October 12, 2006 the Company disseminated a press release announcing changes to the Company's management and Board of Directors Item 9.01 Exhibits 99.1 Press Release dated October 12, 2006 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) 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. GLOBETEL COMMUNICATIONS CORP. Dated: October 17, 2006 By: /s/ Peter Khoury -------------------------- Peter Khoury Chief Executive Officer EX-99.1 2 v055321_ex99-1.txt EXHIBIT 99.1 GLOBETEL ANNOUNCES CHANGES TO MANAGEMENT AND BOARD OF DIRECTORS FORT LAUDERDALE, FL -- OCTOBER 12, 2006 -- GlobeTel Communications Corp. (OTC: GTEM) today announced that Peter Khoury has been named interim Chief Executive Officer and a director, succeeding Timothy Huff, who resigned from both positions but remains with the Company through the transition period. Mr. Huff talents will be focused on deploying the technology of GlobeTel in key deployments. In addition, the Company announced that Przemyslaw L. Kostro, former Chairman of GlobeTel Communications, returns to that position in the interim, succeeding J. Randolph Dumas. Independent directors Dorian Klein and Ambassador Ferdinando Salleo have also agreed to resign; their seats on the Board will be filled by Mr. Khoury and Mr. Kostro. Mr. Khoury stated, "I've been asked to come onboard during a difficult time in this Company's short history. I believe that Mr. Huff's aggregation of important technology and engineering expertise has given the Company a respectable base of intellectual property and talent. We are not starting from scratch, and there are key relationships the Company has built, but we have to have a better coordinated marketing plan, a more fluid flow of information from the business units to senior management, better adherence to schedules, and overall, a more unified sense of purpose as a company. We will work toward these objectives and implement the changes that are necessary to build a stronger, tighter organization that's able to compete in the global communications marketplace. Peter Khoury is the founding partner and former CEO of International Consulting Services, a global telecommunications practice focused on assisting companies with entering and effectively competing in an aggressive communications market. Mr. Khoury oversaw ICS's global operations and its business development practices. After graduating from the University of Sydney with an Honours degree in Chemical Engineering, Mr. Khoury obtained additional degrees in Computer Science and Business Administration. His career began as a Systems Engineer at IBM. He later joined companies Andersen Consulting and Digital Equipment, where he managed key assignments in the telecommunications, finance and insurance sectors in Singapore, Hong Kong, Japan, Australia and New Zealand. Przemyslaw L. Kostro was first elected to the Company's Board of Directors in November 2001. From November 2001 to April 2002, he also served as the Chief Executive Officer of the Company prior to Mr. Huff's appointment. For the past six years, Mr. Kostro has been engaged in international business, and has been providing professional and consulting services to several public and private entities. He also currently serves as Chairman of Wafao S.A., a Polish software company, and as a director of Caterham Financial Management, a Malaysian company. Mr. Kostro stated, "There's no sense denying the Company is in quite a different situation than it was when I left last November. Today's GlobeTel has much work to do to restore confidence among our shareholders. It's counterproductive to assign blame to any one entity or person or event for the current state of the Company's stock price and low morale among our investor base. Coming back into the role as interim Chairman during this challenging time will mean I will focus on immediate opportunities and working with Senior Management on restructuring the Company in a way that best fits our resources and technologies. I will also focus in the next week on securing the necessary funding to underpin our plans to restructure the Company and complete key projects already underway. Given the nature of the situation, we will be communicating with our shareholders over the next several days and weeks as these changes take place." ABOUT GLOBETEL COMMUNICATIONS CORP. GlobeTel Communications Corp. develops and provides an integrated suite of telecommunications products and services, leveraging its advances in Stored Value, VOIP and Wireless Access technologies. Individually, each of GlobeTel's five business units function as distinct, stand-alone entities. Together they form a powerful alliance of human talent and technological innovation resulting in the SuperHuba worldwide VoIP network, Sanswire Stratellite(TM) platform and products enabling simpler, cheaper transmission of voice, data and money. GlobeTel has historically focused its business development on markets outside of the United States. Current and pending operations exist in Asia, Africa, Europe, South America, Mexico and the Caribbean. For more information, please visit: www.globetel.net. Certain statements in this release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecast," "project," "intend," "expect" "should," "would," and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (finance or operating) or achievements to differ from future results, performance (financing and operating) or achievements expressed or implied by such forward-looking statements. ### Contact: Robert Bleckman Director of Investor Relations (954) 775-1427 -----END PRIVACY-ENHANCED MESSAGE-----