UNITED
STATES
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
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
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13-4006766
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(Commission
File Number)
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(IRS
Employer Identification No.)
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419
Lafayette Street, New York, N.Y.
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10003
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
500-4850
_______________________________________________
(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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Item
3.02
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Unregistered
Sale of Equity Securities.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 1, 2009, deltathree, Inc. (the “Company”) entered into a binding letter
of intent (the “Letter of Intent”) with D4 Holdings, LLC (the “Investor”), a
Delaware limited liability company, pursuant to which the Company will issue to
the Investor 39,000,000 shares (the “Shares”) of Class A Common Stock, par value
$0.001 per share of the Company (the “Common Stock”), representing approximately
54.3% of the total number of shares of Common Stock issued and outstanding
following the closing of the transaction, for an aggregate purchase price of
$1,170,000, payable in cash. In addition, the Company will issue to
the Investor warrants (the “Warrants”), exercisable for ten years, to purchase
up to an additional 30,000,000 shares of Common Stock at an exercise price of
$0.04 per share. The Shares and the Warrants will be issued pursuant
to an exemption from registration under the Securities Act of 1933, as
amended.
D4
Holdings, LLC is a private investment fund whose ownership includes the owners
of ACN, Inc., a large international direct seller of telecommunications
services.
The
parties have begun preparing definitive transaction documents and intend to
finalize and execute such transaction documents as soon as possible but in no
event later than February 10, 2009, and have agreed to an exclusivity period
ending on February 10, 2009. Upon the closing of the transaction,
certain of the Company’s existing directors will resign, and the board of
directors of the Company will nominate to serve as directors of the Company a
sufficient number of nominees of the Investor such that such nominees shall
constitute a majority of the board of directors. Also, as promptly as
possible but in no event later than 90 days after the closing of the
transaction, the Company shall prepare and file a registration statement with
the SEC covering the resale of the Shares and the shares of Common Stock
underlying the Warrants.
This
report does not constitute an offer to sell or the solicitation of an offer to
buy any of the securities mentioned herein. This report is being issued pursuant
to and in accordance with Rule 135c under the Securities Act of 1933, as
amended. The securities described in this report have not been registered under
the Securities Act of 1933, as amended, or any state securities laws, and may
not be offered or sold in the United States absent an effective registration
statement covering such securities or an applicable exemption from such
registration requirements.
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.
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DELTATHREE,
INC.
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By:
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/s/ Peter
Friedman |
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Name:
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Peter
Friedman |
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Title: |
General
Counsel and Secretary |
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