SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2010 (November 8, 2010)
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 0-29092 | 54-1708481 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
7901 Jones Branch Drive, Suite 900, McLean, VA 22102
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (703) 902-2800
Not applicable
(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:
| ¨ | Written communication pursuant to Rule 425 under 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On November 10, 2010, Primus Telecommunications Group, Incorporated (“Group”), announced that Richard Ramlall, 54, has joined the company November 8, 2010 as Senior Vice President, Corporate Development and Chief Communications Officer. In this role, he will be responsible for corporate development and investor and public relations. Information regarding the business experience, employment history and related matters for Mr. Ramlall is included in, and incorporated herein by reference to, Group’s press release attached hereto as Exhibit 99.1.
Mr. Ramlall is entitled to salary at a rate of $225,000 per annum under an at-will employment relationship. He will be eligible for future incentive awards of equity securities and, beginning in 2011, he will be eligible for an incentive bonus targeted at 40% of salary, as determined by the Compensation Committee of the Board. In the event of certain termination of employment “without cause,” Mr. Ramlall would become entitled to receive six-months of salary at the then-existing rate and six-months of reimbursement for COBRA-elected coverage.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release by Primus Telecommunications Group, Incorporated, dated November 10, 2010 | |
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.
| PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED | ||||
| Dated: November 10, 2010 | By: | /s/ Thomas D. Hickey | ||
| Thomas D. Hickey | ||||
| Secretary and General Counsel | ||||
[EXHIBIT INDEX]
| Exhibit |
Description | |
| 99.1 | Press Release by Primus Telecommunications Group, Incorporated, dated November 10, 2010 | |
Exhibit 99.1
Richard Ramlall Joins Primus Telecom Group, Incorporated
MCLEAN, VA – November 10, 2010 – Primus Telecommunications Group, Incorporated (OTCBB: PMUG), a global facilities-based integrated provider of advanced telecommunications products and services, announced today that Richard Ramlall, 54, joined the company November 8 as Senior Vice President, Corporate Development and Chief Communications Officer. In this role, he will be responsible for corporate development and investor and public relations.
Peter D. Aquino, Chairman, President and Chief Executive Officer, stated, “I am pleased that Richard has agreed to join Primus as we enter our next phase of business development. He is a senior, accomplished telecommunications industry executive with a proven track record of global business experience and we expect Richard to be a critical asset to the new management team.”
Over the course of his career in telecom and cable, Mr. Ramlall has built a record of accomplishments in regulatory affairs, lobbying, strategic corporate development, and communications. Mr. Ramlall most recently served as Senior Vice President Strategic External Affairs and Programming at RCN Corporation, a provider of digital video, high-speed data, voice, and high-capacity transport to residential and small, medium and large enterprise and carrier customers.
His tenure at RCN extended from March 2005 to August 2010, during which he led the company’s regulatory, government affairs, programming, and IR and PR efforts. Before joining RCN, he served as Senior Managing Director and Executive Vice President of Spencer Trask Media and Communications Group, LLC based in Reston, Virginia. Prior to this, Mr. Ramlall served as Vice President and Managing Director for Strategy, Marketing and International Government Affairs for Bechtel Telecommunications. Mr. Ramlall was also Executive Director for International Business Affairs for Bell Atlantic International, and he spent more than 18 years in Verizon and its predecessor organizations, serving in a variety of executive positions including strategy, government affairs, marketing, business development, regulatory and legal positions.
Mr. Ramlall has served as a board member of Evolving Systems, Inc. since March 2008 and he currently serves as a board member of the Alzheimer’s Association, National Capital Area Chapter. In 1990, Mr. Ramlall was selected to serve a one-year appointment under the Presidential Exchange Executive Program of the White House. He holds a Bachelor of Science in Business Administration and an MGA (Technology Management) from the University of Maryland.
Primus
Primus Telecommunications Group, Incorporated is a leading provider of advanced communication solutions, including broadband Internet, traditional and IP voice, data, mobile services, collocation, hosting, and outsourced managed services to business and residential customers in the United States, Canada, Australia, and Brazil. Primus is also one of the leading international wholesale service providers to telecommunications carriers worldwide. Primus owns and operates its own global network of next-generation IP soft switches, media gateways, hosted IP/SIP platforms, broadband infrastructure, fiber capacity, and data centers located in Canada, Australia, and Brazil. Founded in 1994, Primus is headquartered in McLean, Virginia.
| Investor Contact: | Media Contact: | |||
| Lippert/Heilshorn & Assoc., Inc. | Communicreate | |||
| Carolyn Capaccio | Michael Houghton | |||
| 212-838-3777 | 703-799-7383 | |||
| ir@primustel.com | Houghton@communicreate.com |
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