SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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 12, 1999
GROUP LONG DISTANCE, INC.
--------------------------------------
(Exact name of Registrant as Specified in Charter)
Florida 0-21913 65-0213198
--------------- -------------- ----------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
1451 West Cypress Creek Road
Suite 200
Fort Lauderdale, Florida 33309
- --------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 771-9696
Not Applicable
-------------------------------------------
(Former Name or Former Address if Changed Since Last Report)
<PAGE>
Item 5. Other Events
On October 13, 1999, Mr. Gerald M. Dunne, Jr. ("Dunne") resigned
as President, Chief Executive Officer, Chairman of the Board and a Director of
the Company and each of its subsidiaries.
In connection with Dunne's resignation, on October 13, 1999, the
Company and Dunne entered into a Separation Agreement (the "Separation
Agreement") pursuant to which the Company agreed to pay Dunne severance pay of
$190,000, less all applicable employment withholding taxes, a portion of the
severance pay will be paid upon the satisfaction of certain conditions by Dunne.
Pursuant to the Separation Agreement, Dunne is also subject to confidentiality
and non-compete provisions. Pursuant to the Separation Agreement, Dunne is also
to receive (1) health insurance benefits for two years, (2) coverage under the
Company's Directors and Officers insurance polity for two years and (3) a car
allowance for one year effective September 1, 1999. Pursuant to the Separation
Agreement, Dunne and the Company have also released each other against any and
all claims that either may have against each other in connection with Dunne's
employment by the Company. Pursuant to the Separation Agreement, the Company may
engage Dunne as a consultant from time to time and Dunne will be compensated at
the rate of $250 per hour for such services.
On October 13, 1999, Mr. Glenn S. Koach, formerly Executive Vice
President of the Company, was appointed by the Board of Directors as the
Company's President, assuming the responsibilities of Mr. Dunne in such
capacity. On August 1, 1999, Mr. Koach, a former director of the Company had
rejoined the Company as Executive Vice President and on September 11, 1999, Mr.
Koach was named a Director, filling the vacancy created by the resignation of
Peter Russo.
On October 13, 1999, Mr. John L. Tomlinson was appointed
Chairman of the Company's Board of Directors. In May 1999, Mr. Tomlinson was
appointed a Vice President of the Company. Mr. Tomlinson has been a Director of
the Company since November 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
1. Press Release issued by the Company dated October 14, 1999.
<PAGE>
SIGNATURE
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.
GROUP LONG DISTANCE, INC.
By: /s/Glenn S. Koach
--------------------------------
Glenn S. Koach
President
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Press Release issued by the Company dated October 14, 1999.
<PAGE>
EXHIBIT 99.1
Group Long Distance, Inc.
1451 West Cypress Creek Road, Ste. 200
Fort Lauderdale, FL 33309
Company Press Release
Group Long Distance Announces Management Changes
FT. LAUDERDALE, FL. October 14, 1999, (BusinessWire) GROUP LONG DISTANCE, INC.
("Group Long Distance" or the "Company") (OTC BB: GLDI, GLDIW,) announced today
the following changes to its management structure effective October 13, 1999.
Mr. Glenn S. Koach was appointed President of the Company. Mr. Koach was
previously Executive Vice President of the Company.
Mr. Gerald M. Dunne, Jr. entered into a Separation Agreement with the Company
and resigned as President, Chief Executive Officer and as a Director of the
Company and it subsidiaries.
Mr. John L. Tomlinson, a Director of the Company, was appointed Chairman of the
Board, replacing Mr. Dunne.
GROUP LONG DISTANCE, INC. is a long distance telecommunications provider. The
Company utilizes special network service contracts to provide its customers with
products and services through major nationwide providers of telecommunications
services. Group Long Distance is located at 1451 W. Cypress Creek Road, Ste.
200, Ft. Lauderdale, Florida 33309.
Certain of the statements contained in this press release may be deemed
forward-looking statements. Such statements, and other matters addressed in this
press release involve a number of risks and uncertainties. Among the factors
that could cause actual results to differ materially from these statements and
other matters, are the risks and other factors, detailed from time to time in
the Company's reports filed with the United States Securities and Exchange
Commission.
CONTACT: Group Long Distance, Inc., Fort Lauderdale
Glenn S. Koach
President
954/771-9696 ext. 253
