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
Earliest Event Reported: February 5, 2009
ICO
Global Communications (Holdings) Limited
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33008
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98-0221142
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(State
or other jurisdiction
of
incorporation)
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(Commission
file
number)
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(IRS
employer
identification
no.)
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Plaza
America Tower I
11700
Plaza America Drive, Suite 1010
Reston,
Virginia
(Address
of principal executive offices, including zip code)
(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 (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
210.14d-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 Entry into a Material Definitive Agreement
The disclosure provided in Item 5.02 is
incorporated herein by reference.
Item
2.01 Termination of a Material Definitive Agreement
The disclosure provided in Item 5.02 is
incorporated herein by reference.
Item
5.02 Departure of Director or Certain Officers; Appointment of
Certain Officers; Compensation Arrangements of Certain Officers.
On February 5, 2009, ICO Global
Communications (Holdings) Limited (the “Company”) announced that J. Timothy
Bryan, the Company’s Chief Executive Officer and a director of the Company, has
resigned as Chief Executive Officer and director of the Company and all officer
and director positions with the Company’s subsidiaries, effective February 5,
2009, and was engaged to serve as a consultant to the Company. The resignation from the
Company’s Board was not as a result of any disagreement with management
regarding the Company’s operations, policies, practices or
otherwise.
In
connection with these changes, the Company and Mr. Bryan executed a Separation
and Consulting Agreement dated February 5, 2009. Pursuant to the
Separation Agreement, Mr. Bryan will cease his employee status effective
February 15, 2009 and thereafter will no longer participate in the Company’s
benefit plans, but stock options and restricted stock awarded for his service as
an employee will continue vesting in accordance with the original vesting
schedules for so long as he continues to serve the Company as a
consultant. The Separation Agreement also contains covenants relating
to non-competition, non-disparagement and confidentiality as well as a general
release of the Company. Mr. Bryan’s Letter Agreement dated November
1, 2005 is terminated effective February 15, 2009.
In
conjunction with the Separation Agreement, the Company and Mr. Bryan entered
into a Consulting Agreement, effective as of February 15, 2009, pursuant to
which Mr. Bryan will continue to work with the Company as a consultant through a
period up to August 15, 2010. Pursuant to the terms of the Consulting
Agreement, Mr. Bryan will receive compensation equal to $50,000 per month plus
COBRA benefits for the term of the Consulting Agreement, which terminates on
August 15, 2010 unless terminated earlier pursuant to its terms.
The
summary of certain provisions of the Separation and Consulting Agreement is
qualified in its entirety by reference to the full text of the Separation and
Consulting Agreement filed as Exhibit 10.1.
Michael Corkery, the Company’s Chief
Financial Officer, was appointed the acting Chief Executive Officer of the
Company upon Mr. Bryan’s resignation. Mr. Corkery, 46, has served as
the Executive Vice President and Chief Financial Officer of the Company since
November, 2007. Mr. Corkery served as Chief Financial Officer of
CURRENT Group, LLC from January 2006 until November 2007. From August 2002 until
August 2005, Mr. Corkery was vice president of operations finance for Nextel
Communications, Inc. He previously worked for Berliner Communications, Inc., XO
Communications, Inc. and AT&T Wireless Services in similar
capacities. Mr. Corkery will continue to serve as Chief Financial
Officer of the Company.
A copy of the Company’s press release
announcing Mr. Bryan’s resignation is attached as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description
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10.1
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Separation
and Consulting Agreement, dated February 5, 2009, between the Company and
J. Timothy Bryan.
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99.1
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Press
Release of the Company dated February 6,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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
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(Registrant)
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Dated: February
6, 2009
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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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