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 (Date of earliest event reported): December 31, 2012 (December 26, 2012)
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-35210 | 54-1708481 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS. Employer Identification No.) |
7901 Jones Branch Drive, Suite 900
McLean, VA 22102
(Address of principal executive offices) (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 communications pursuant to Rule 425 under the 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 communications 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 Certain Officers; Compensatory Arrangements of Certain Officers |
(c) On December 26, 2012, the Board of Directors (“Board”) of Primus Telecommunications Group, Incorporated (the “Company”) appointed Peter D. Aquino to serve as the Company’s Executive Chairman of the Board, effective January 1, 2013. Mr. Aquino will be leading the Company’s corporate strategy and initiatives. On the same day, the Board appointed Andrew Day as the President and Chief Executive Officer of the Company, effective as of January 1, 2013. Mr. Day will be managing the daily operations of the Company’s various business segments.
Andrew Day, 47, had been serving as the Company’s North America CEO for the past year. Prior to holding this position, since June 2009, Mr. Day was the Chief Operating Officer of the Company’s Canadian business unit. Mr. Day joined the Company in 1999 and has held various senior positions within the Company, including managing the marketing, sales and operations departments. Prior to joining the Company, Mr. Day has held a range of marketing, business development and finance positions with major international companies including AT&T, Gillette and Xerox. Mr. Day has an Honours Bachelor of Commerce from McMaster University, and is a Certified Management Accountant.
The information called for in Item 5.02(c)(3) of Form 8-K with respect to Mr. Day has not been determined at the time of this filing. The Company will file an amendment to this Form 8-K containing such information when this information is available.
On December 31, 2012, the Company issued a press release announcing Mr. Aquino’s and Mr. Day’s appointment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated December 31, 2012, announcing appointment of Peter D. Aquino as Executive Chairman and Andrew Day as President and Chief Executive Officer. | |
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.
| Primus Telecommunications Group, Incorporated (Registrant) | ||||||
| Date: December 31, 2012 | By: | /s/ John D. Filipowicz | ||||
| Name: | John D. Filipowicz | |||||
Exhibit 99.1
Peter D. Aquino Named Executive Chairman of the Board of Directors
Andrew Day Promoted to President and CEO of PTGi
Ÿ Executive Realignment Supports PTGi’s Canadian Focus Effective January 1, 2013
MCLEAN, VA – (MARKET WIRE) – December 31, 2012 – Primus Telecommunications Group, Incorporated (“PTGi”) (NYSE: PTGI), a global facilities-based integrated provider of advanced telecommunications products and services, announced today that its Board of Directors has appointed Peter D. Aquino Executive Chairman of the Board and appointed Andrew Day, 47, North America Chief Executive Officer, to PTGi’s President and Chief Executive Officer, effective January 1, 2013.
Peter D. Aquino stated, “An outstanding operator, Andy has established a track record of success in leading Primus North America through growth and transition over the past two years, creating BLACKIRON Data, PTGi’s suite of 8 leading data centers, and a North America Telecom business that now includes Primus Canada and our U.S. Retail business. After the sale of Primus Australia, the new PTGi is a North American-centric opportunity and Andy is highly qualified to manage the daily operations of our various business segments. I will continue to lead our corporate strategy and initiatives, and look forward to assisting Andy in reaching our 2013 financial and operating objectives.”
Andrew Day had been serving as PTGi’s North America CEO for the past year. Prior to holding this position, since June 2009, he was the Chief Operating Officer/CEO of PTGi’s Canadian business unit. Andrew joined PTGi in 1999 and has held various senior positions within PTGi, including managing the marketing, sales and operations departments. Prior to joining PTGi, he held a range of marketing, business development and finance positions with major international companies including AT&T, Gillette and Xerox. Andrew has an Honours Bachelor of Commerce from McMaster University, and is a Certified Management Accountant.
About PTGi
PTGi (Primus Telecommunications Group, Incorporated) is a leading provider of advanced communication solutions, including, traditional and IP voice, data, mobile services, broadband Internet, colocation, hosting, and outsourced managed services to business and residential customers in the United States and Canada. PTGi is also one of the leading international wholesale service providers to fixed and mobile network operators worldwide. PTGi 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. Founded in 1994, PTGi is headquartered in McLean, Virginia.
Investor Contact:
PTGi
Richard Ramlall, SVP Corporate Development and Chief Communications Officer
703-748-8050
ir@ptgi.com
Lippert/Heilshorn & Assoc., Inc.
Carolyn Capaccio, Vice President
212-838-3777
ccapaccio@lhai.com