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) is November 3, 2005
YP
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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000-24217
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85-0206668
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(State
or other jurisdiction of incorporation or jurisdiction)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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4940
E. Jasmine Street, Suite 105, Mesa, Arizona
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85205
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(Address
of principal executive
office)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (480) 654-9646
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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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
1.02.
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Termination
of a Material Definitive
Agreement.
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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On
November 3, 2005, YP Corp. (“YP”) entered into a Separation Agreement
(“Agreement”) with Peter J. Bergmann (“Bergmann”) in connection with his
resignation as Chairman and President of YP. Pursuant to the Separation
Agreement, Bergmann will continue to serve as a director of the Company until
the next annual meeting of the shareholders and has agreed to resign as chief
executive officer immediately upon the filing of the Company’s Annual Report,
which is expected to be in December 2005.
In
consideration of a waiver of all rights to severance and certain other covenants
and a general release of all claims by Bergmann, the Agreement provides for
(i)
the continued payment of the monthly salary Bergmann was receiving immediately
prior to the Agreement until his resignation as CEO and (ii) the payment
of 18
months of Bergmann’s current salary in one payment of $337,500 on or before
January 2, 2006. YP will also continue to provide Bergmann with health insurance
for 12 months or until he is employed elsewhere with a company that offers
an
insurance program.
Pursuant
to the Agreement, Bergmann forfeited all shares of YP’s common stock and any
other unvested capital stock or options to purchase such stock received by
Bergmann, or an affiliated party, while employed by YP except for (i) 50,000
shares granted to Bergmann in 2002 that were fully vested, (ii) 600,000 shares
of the total 1,000,000 shares granted to Bergmann in a Restricted Stock
Agreement dated June 6, 2004, and (iii) 100,000 shares granted to Bergmann
in
April 2005. The parties agreed that the shares set forth in (ii) and (iii)
above
will remain subject to contractual restrictions on transfer for 18 months,
or
until a change of control or YP’s stock price achieving certain sustained
levels.
In
connection with the Separation Agreement described above, on November 3,
2005,
YP and Bergmann terminated his Employment Agreement, dated
June 6, 2004, and his Restricted Stock Agreement, dated June 6,
2004.
A
copy of
a press release announcing Bergmann’s resignation is attached as Exhibit 99.1
hereto and incorporated by reference herein.
Item
9.01. |
Financial
Statements and Exhibits.
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Exhibit
No.
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Item
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Press
Release titled “YP Corp. Announces Resignation of Peter J. Bergmann as
Chairman & President”
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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 hereunto
duly authorized.
Date:
November 4, 2005
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YP
CORP.
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/s/W.
Chris Broquist
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W.
Chris Broquist, Chief Financial
Officer
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