Unassociated Document
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
Date of
Report: December 18, 2008
ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or other jurisdiction
of
incorporation)
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001-33008
(Commission
File
Number)
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98-0221142
(IRS Employer
Identification #)
|
Plaza
America Tower I
11700
Plaza America Drive, Suite 1010
Reston,
Virginia
(Address
of Principal Executive Offices)
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20190
(Zip
Code)
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(703)
964-1400
(Registrant’s
telephone number, including area code)
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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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The
disclosure provided in Item 5.02 below is incorporated herein by
reference.
Item 1.02
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Termination
of a Material Definitive Agreement
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The
disclosure provided in Item 5.02 below is incorporated herein by
reference.
Item 5.02
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Departure
of Director or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain
Officers
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Resignation of Officer. On
December 18, 2008, the Company entered into a Separation Agreement and General
Release (“Separation Agreement”) and Consulting Agreement with Dennis Schmitt,
pursuant to which Mr. Schmitt resigned in his capacity as Senior Vice President,
Finance of the Company effective as of December 31, 2008, and was engaged to
serve as a consultant to the Company effective as of January 1,
2009. Mr. Schmitt’s Letter Agreement with the Company dated April 30,
2004 is terminated effective as of December 31, 2008.
Pursuant
to the Separation Agreement, Mr. Schmitt will receive a one-time severance
payment of $47,802. In addition, Mr. Schmitt’s stock
options and restricted stock awards will continue vesting in accordance with the
original vesting schedules for so long as he continues to serve the Company as a
consultant. To the extent Mr. Schmitt remains a director for any of
the Company’s subsidiaries after March 31, 2009, he will be entitled to a
payment of $2,000 per month. The Separation Agreement
also contains covenants relating to non-competition, non-disparagement and
confidentiality as well as a general release of the Company.
In
conjunction with executing the Separation Agreement, the Company and Mr. Schmitt
entered into a Consulting Agreement, effective January 1,
2009. Pursuant to the terms of the Consulting Agreement, Mr. Schmitt
will receive compensation equal to $20,323 per month for the term of the
Consulting Agreement, which terminates on March 31, 2009 unless terminated
earlier pursuant to its terms, and a lump sum payment equal to $48,776 on or
before February 15, 2009, and will work for the Company as directed by the
Company’s Chief Financial Officer.
The
preceding summary of certain provisions of the Separation Agreement is qualified
in its entirety by reference to the full text of the Separation Agreement filed
as Exhibit 10.1 hereto and incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
Exhibit No. |
Description
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10.1
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Separation
Agreement dated as of December 18, 2008 by and between ICO Global
Communications (Holdings) Limited and Dennis
Schmitt.
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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.
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ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED
(Registrant)
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By:
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/s/ John
L. Flynn |
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John
L. Flynn |
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Executive
Vice President, General Counsel
and
Corporate Secretary
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