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): November 11, 2009
SPEEDUS
CORP.
(Exact
name of registrant as specified in charter)
|
Delaware
|
000-27582
|
13-3853788
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
Identification No.)
|
(IRS
Employer File Number)
|
|
1
Dag Hammarskjold Blvd.
Freehold,
New Jersey
|
07728
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(888)-773-3669
Not
Applicable
(Former
name or former address, if changed from 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 (see General Instruction A.2.
below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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.
On
November 11, 2009, Stephen X. Graham was appointed by action of our Board of
Directors to serve on the Board of Speedus Corp. commencing immediately and
continuing through the current term. In addition, the Speedus
management has determined to nominate Mr. Graham for election as a director of
Speedus Corp. at the next annual meeting scheduled to be held on December 17,
2009.
Mr.
Graham is Managing Director of Crosshill Financial Group, Inc., which he founded
in 1988, and has been a General Partner of Crosshill Georgetown Capital, L.P.
since November 2000 and Crosshill Debt II, L.P. since 2004. Prior to these
roles, Mr. Graham was a Principal with Kidder Peabody & Co. and held
positions with Merrill, Lynch & Co. and Arthur Young & Co. Mr. Graham
received a B.A. from Georgetown University and an MBA from the University of
Chicago Graduate School of Business. He is also a board member of TNS Inc.
(NYSE: TNS) and several private companies.
Mr.
Graham currently serves as a director of Density Dynamics Corporation, our
majority-owned subsidiary. Crosshill Georgetown Capital, LP, for
which Mr. Graham serves as a General Partner, was one of the founder
shareholders of Density Dynamics and also owns a minority equity interest in
that company. As a result of this prior experience, although Mr.
Graham will qualify as an independent director of Speedus Corp., he comes with
deep understanding of much of our business activities.
In view
of his extensive financial experience, Mr. Graham has been appointed to serve on
the audit committee of Speedus’ Board of Directors, and the Board anticipates
that he will be invited to serve on other committees as well.
As a
result of Mr. Graham’s appointment, the Company has regained compliance with the
independent director and audit committee requirements as set forth in Nasdaq
Marketplace Rule 4350.
Mr.
Graham has been granted options to purchase 7,500 shares of Speedus Corp. Common
Stock and will be provided the level of cash compensation currently paid to its
directors for Board service: $4,500 per fiscal quarter. In addition,
the same indemnification obligations of Speedus Corp. that apply to Company
officers and directors generally will also apply to Mr. Graham.
Item
9.01 Financial Statements and Exhibits
|
|
99.1
|
Press
release dated November 11, 2009
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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.
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Speedus
Corp.
|
|
|
|
|
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By:
/s/ John A.
Kallassy
|
|
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Name: John
A. Kallassy
|
|
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Title: Chief
Financial Officer
|
Date:
November 11, 2009
EXHIBITS
INDEX
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EXHIBIT
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NUMBER
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TITLE
OF DOCUMENT
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|
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Press
release dated November 11, 2009
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