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: June 24, 2009
ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
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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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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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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On June
25, 2009, ICO Global Communications (Holdings) Limited (“Company”) announced
that Craig Jorgens, the Company’s President, has resigned as President of the
Company and all officer positions with the Company’s subsidiaries, effective
June 30, 2009, and was engaged to serve as a consultant to the
Company.
In
connection with these changes, the Company and Mr. Jorgens executed a Separation
and Consulting Agreement on June 24, 2009. Pursuant to the
Separation Agreement, Mr. Jorgens will cease his employee status effective June
30, 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-disparagement,
cooperation, confidentiality and releases. Mr. Jorgens’ Letter
Agreement dated April 23, 2006, as amended on December 30, 2008, is terminated
effective June 30, 2009.
In
conjunction with the Separation Agreement, the Company and Mr. Jorgens entered
into a Consulting Agreement, for consulting services beginning July 1, 2009,
pursuant to which Mr. Jorgens will continue to work with the Company as a
consultant through a period up to February 28, 2010. Pursuant to the
terms of the Consulting Agreement, Mr. Jorgens will receive compensation equal
to $49,400 per month plus COBRA benefits for the term of the Consulting
Agreement, which terminates on February 28, 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.
Item
9.01 Financial
Statements and Exhibits.
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(d)
Exhibits. |
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Exhibit
No. |
Description |
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10.1
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Separation
and Consulting Agreement dated as of June 22, 2009 by and between ICO
Global Communications (Holdings) Limited and Craig
Jorgens.
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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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June
25, 2009
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John
L. Flynn |
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|
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Executive
Vice President, General Counsel
and
Corporate Secretary
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