-----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, MxNGQmf4ebpuL+tXTHeQnueOL8+JfRkg9AVWvYDsEVWz/4HMAv6Krbvecm6LgkVK IVzzsSe7IZsVcVsYKGrlfQ== 0000950133-04-003911.txt : 20041026 0000950133-04-003911.hdr.sgml : 20041026 20041026104519 ACCESSION NUMBER: 0000950133-04-003911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCERIS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000849145 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 592291344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17973 FILM NUMBER: 041095668 BUSINESS ADDRESS: STREET 1: 9775 BUSINESSPARK AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 8585475700 MAIL ADDRESS: STREET 1: 1001 BRINTON ROAD CITY: PITTSBURGH STATE: PA ZIP: 15221 FORMER COMPANY: FORMER CONFORMED NAME: I LINK INC DATE OF NAME CHANGE: 19971020 FORMER COMPANY: FORMER CONFORMED NAME: MEDCROSS INC DATE OF NAME CHANGE: 19920703 8-K 1 w67914e8vk.htm FORM 8-K FOR ACCERIS COMMUNICATIONS INC. e8vk
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934

     
October 21, 2004
Date of report (Date of earliest event reported)

ACCERIS COMMUNICATIONS INC.

(Exact Name of Registrant as Specified in its Charter)

FLORIDA

(State or Other Jurisdiction of
Incorporation or Organization)
     
0-17973
  59-2291344
(Commission File No.)
  (I.R.S. Employer Identification No.)
     
9775 Businesspark Avenue, San Diego, CA 92131
(Address of Principal Executive Offices and Zip Code)
     
(858) 547-5700
(Registrants Telephone Number, Including Area Code)
     
N/A
(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))


 

Section 8 — Other Events

     Item 8.01       Other Events

     On October 21, 2004, Allan Silber, the Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of Acceris Communications Inc., a Florida corporation (the “Company”), resigned as the Chairman of the Board effective immediately. Mr. James Meenan, who previously served as the Vice Chairman of the Board, was appointed by the Board as the new Chairman of the Board effective immediately. Mr. Meenan is not a member of the Company’s management. Mr. Silber will continue to serve as the Company’s Chief Executive Officer and a Board member.

     On October 26, 2004 the Company issued a press release announcing the foregoing change. A copy of this press release is attached as Exhibit 99.1 hereto.

Section 9 – Financial Statements and Exhibits

     Item 9.01       Financial Statements and Exhibits.

     (c)      Exhibits.

     99.1    Press Release dated October 26, 2004

SIGNATURES

     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.

         
    Acceris Communications Inc.
 
Date: October 26, 2004   By:   /s/ Gary M. Clifford

Name: Gary M. Clifford
Title:   Chief Financial Officer and Vice
            President of Finance
EX-99.1 2 w67914exv99w1.htm EX-99.1 exv99w1
 

Exhibit 99.1

(Acceris Logo)

FOR IMMEDIATE RELEASE

JIM MEENAN NAMED NON-EXECUTIVE CHAIRMAN OF ACCERIS COMMUNICATIONS

SOMERSET, NEW JERSEY, October 26, 2004 – The Board of Directors of Acceris Communications Inc. (OTCBB:ACRS) announced today that, effective immediately, Jim Meenan, currently the Board’s Vice Chairman, was appointed Acceris’ non-executive Chairman of the Board. Mr. Meenan replaced Allan Silber, who will continue to serve as Acceris’ Chief Executive Officer and a Board member.

Mr. Meenan brings over 35 years of telecommunications experience, having joined AT&T in 1966. From 1995 to 2001, Mr. Meenan served as President and CEO of AT&T Canada, where during his tenure he helped shape the Canadian telecommunications industry through devising strategic alliances, partnerships and mergers and acquisitions for AT&T Canada. Since retiring from AT&T Canada, Mr. Meenan has worked as an advisor to entrepreneurial companies and currently serves as director for several boards in both the United States and Canada.

“In light of emerging best practices, we concluded that moving to a non-executive chairman structure was the next step,” said Allan Silber. “Furthermore, Jim has extensive experience in the telecommunications industry. Given his expertise and ability, I can’t think of anyone more qualified to lead our Board and to guide our management team during this challenging time in the industry.”

“I am honored to succeed Allan, who has successfully led the Company and the Board through a number of acquisitions that have been instrumental to the growth of Acceris. The Board feels fortunate to have Allan carry on in his role as Chief Executive Officer and to provide Acceris with his leadership,” said Meenan. “My focus as Chairman will be to apply my industry experience and knowledge in ways that will continue to create value for our shareholders, employees and partners.” Mr. Meenan will continue to be located at the Company’s Somerset, New Jersey office.

Acceris Communications is a subsidiary of Counsel Corporation (OTCBB:CXSN/TSX:CXS).

About Acceris Communications

Acceris is a broad based communications company serving residential, small and medium-sized business and large enterprise customers in the United States. A facilities-based carrier, it provides a range of products including local dial tone and 1+ domestic and international long distance voice services, as well as fully managed and fully integrated data and enhanced services. Acceris offers its communications products and services both directly and through a network of independent agents, primarily via multi-level marketing and commercial agent programs. Acceris also offers a proven network convergence solution for voice and data in Voice over Internet Protocol (“VoIP”) communications technology and holds two foundational patents in the VoIP space. For further information, please visit Acceris’ website at www.acceris.com.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended, that are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted in our


 

securities and other regulatory filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.

Contact:

Stephen Weintraub
SVP and Secretary
Stephen.weintraub@acceris.com
(416) 866-3058

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