TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
Report (date of earliest event reported): September 7, 2007
Name of Registrant as Specified in Its Charter)
or Other Jurisdiction
Suite 101, Fort Lauderdale, FL 33301
of Principal Executive Offices) (Zip Code)
telephone number, including area code: 954-332-3759
Name or Former Address, if Changed Since Last
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):
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d- 2(b) under the Exchange Act
communications pursuant to Rule 13e- 4(c) under the Exchange Act
1.01 Entry into Material Definitive Agreement
with the resignation of Peter A. Khoury as GlobeTel Communication Corp.’s (the
Company) Chief Executive Officer as set forth in Item 5.02(b), below, the
Company entered into a “Mutual Release and Separation Agreement” with Mr.
Agreement calls for the payment of Mr. Khoury’s outstanding expenses, accrued
unpaid salary in the amount of $83,333, and severance in the amount of $125,000.
These cash amounts will be paid out over the course of 12 months. However,
should the Company raise funds through a financing, Khoury would receive a
sum payment 10% of the first financing and 15% of any subsequent financing
payment towards the amounts owed.
agreement also calls for the issuance of 1,333,333 options to purchase GlobeTel
Common stock at $.36 per share representing a pro-rata amount of options due
under his employment agreement; 500,000 options to purchase common stock at
per share also due under his employment agreement; and 801,045 shares of common
stock for accrued stock compensation. He will forfeit 657,894 options with
exercise price of $.19 that were issued in May 2007 and retain 657,895 options
Agreement provides for a mutual release between Khoury and the Company and
reiterates the Company’s indemnification obligations pursuant to the Company’s
3.02 Sale of Unregistered Equity Securities
to the “Mutual Release and Separation Agreement” as set forth in Item 1.01,
above, the Company is issuing 801,945 common shares, and 1,333,333 options
purchase common stock at $.36 per share and 500,000 options to purchase common
stock at $.26 per share. The options have a 3 year term.
Khoury has resigned as the Company’s chief executive officer and from the
Company’s board of directors. Mr. Khoury had no disputes with the
of Directors appointed Jonathan Leinwand as the Company’s Chief Executive
Officer. Mr. Leinwand was already a member of the Board of Directors and the
Company’s General Counsel.
Leinwand joined GlobeTel as General Counsel in June 2005 and became a director
in August 2005. Prior to joining Globetel, he was in private practice since
concentrating in the areas of corporate and securities law, representing a
number of public companies. As part of his practice, Mr. Leinwand also served
a deal-maker for several US and foreign corporations arranging strategic
alliances and funding both in the US and abroad. Mr. Leinwand graduated from
University of Miami with honors degrees in Political Science and Communications
and graduated cum laude from the University of Miami School of Law.
7.01 Regulation FD
September 7, 2007 the Company disseminated a press release announcing changes
the Company’s management and Board of Directors
9.01 Financial Statements and Exhibits.
Release dated September 7, 2007
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
the undersigned, thereunto duly authorized.
September 7, 2007
of the Board