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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): Commission File Number:
MAY 14, 1999 1-10210
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486421
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
2000 PENNSYLVANIA AVENUE, SUITE 4800
WASHINGTON, D.C. 20006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 691-2115
(Former name or former address, if changed since last report)
NOT APPLICABLE
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EXECUTIVE TELECARD, LTD.
ITEM 5 OTHER EVENTS
On May 14, 1999, the Board of Directors of Executive TeleCard, Ltd.
(the "Company") voted to repealed the Company's existing "poison pill"
shareholder rights plan (the "Rights Plan").
In place of the "poison pill," the Board is proposing an amendment to
eGlobe's certificate of incorporation for approval at the Company's upcoming
Annual Meeting. The amendment replaces the repealed "poison pill" with a
provision that requires any party who has begun to gain effective control of the
Company because of his ownership of the Company's stock to make a tender offer
for the Company. eGlobe's Annual Meeting is expected to occur in June, 1999.
eGlobe's Chairman and CEO, Christopher Vizas, said, "The shareholders
own this Company. The Board and our management team believe it is the right of
the shareholders to decide whether or not they sell this business. Where there
is a cash offer, there is no need to go through the Board. The 'poison pill'
shareholder rights plan implemented by the previous management and control group
was, in our view, too restrictive. The Board's action today is evidence of their
confidence in the current management team and the Company's ongoing strategy."
Enclosed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference is the text of the May 17, 1999 press release
announcing the repeal of the Rights Plan.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated May 17, 1999 regarding the repeal of the
Company's existing "poison pill" shareholder rights plan.
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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 hereunto duly authorized.
EXECUTIVE TELECARD, LTD.
Date: May 18, 1999 By: /s/ Christopher J. Vizas
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Christopher J. Vizas
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated May 17, 1999 regarding the repeal of the
Company's existing "poison pill" shareholder rights plan.
EXHIBIT 99.1
Monday May 17, 11:16 am Eastern Time
Company Press Release
SOURCE: eGlobe
eGlobe Repeals 'Poison Pill'
WASHINGTON, May 17 /PRNewswire/ -- eGlobe (Nasdaq: EGLO) today announced that
its Board of Directors repealed the Company's existing "poison pill" shareholder
rights plan. The repealed plan gave sole authority to the Board to trigger the
"pill" and, in the view of the Chief Executive and the Board, built a defensive
structure, which principally protected the Board and Management.
In place of the "poison pill," the Board is proposing an amendment to eGlobe's
certificate of incorporation for approval at the Company's upcoming Annual
Meeting. The amendment replaces the repealed "poison pill" with a provision that
requires any party who has begun to gain effective control of the Company
because of his ownership of the Company's stock to make a tender offer for the
Company. eGlobe's Annual Meeting is expected to occur in June, 1999.
The amendment prohibits acquisition by any person of more than 30% of the
outstanding equity or 40% of the fully diluted equity of the Company except
through a "qualifying offer." A "qualifying offer" is defined as a fully
financed, all-cash tender offer to purchase substantially all the equity of the
Company.
eGlobe's Chairman and CEO, Christopher Vizas, said, "The shareholders own this
Company. The Board and our management team believe it is the right of the
shareholders to decide whether or not they sell this business. Where there is a
cash offer, there is no need to go through the Board. The 'poison pill'
shareholder rights plan implemented by the previous management and control group
was, in our view, too restrictive. The Board's action today is evidence of their
confidence in the current management team and the Company's ongoing strategy."
eGlobe is a leading supplier of global enhanced telecommunications and
information services, including Internet voice and fax, calling card services
along with related validation, billing and payment systems, and other
international Intranet and inter-networking services in partnership with
telecommunications operators around the world. Operating through its World
Direct network, eGlobe originates traffic in 90 territories and countries and
terminates anywhere in the world. eGlobe provides its services principally to
telecommunications companies and financial institutions.
Certain statements in this news release are "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 and involve
known and unknown risks, uncertainties and other factors that may cause the
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Company's actual results, performance or achievements to be materially different
from the results, performance or achievements expressed or implied by the
forward looking statement. Factors that impact such forward looking statements
include, among others, the ability of the Company to attract additional
business, the ability of the Company to successfully integrate the IDX
acquisition, complete software development and offer new products, changes in
expectations regarding restructurings, including tax liabilities and reductions
in cost, possible changes in collections of accounts receivable, risks of
competition, price and margin trends, changes in worldwide general economic
conditions, changes in interest rates, currency rates and worldwide competition.
