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): January 10, 2006
TUCOWS INC.
(Exact Name of Registrant Specified in Charter)
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Pennsylvania |
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0-28284 |
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23-2707366 |
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(State or Other |
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(Commission File |
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(IRS Employer |
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Jurisdiction of |
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Number) |
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Identification No.) |
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Incorporation) |
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96 Mowat Avenue, Toronto, Ontario, Canada |
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M6K 3M1 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (416) 535-0123
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:
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 1.01. Entry into a Material Definitive Agreement.
On December 14, 2005, Tucows Inc. (the “Company”) entered into an asset purchase agreement with Critical Path, Inc. for the acquisition of certain of that company’s hosted messaging assets (“Hosted Assets”). A copy of the Agreement was previously filed with the Securities and Exchange Commission on December 19, 2005 as Exhibit 2.1 to the Company’s current report on Form 8-K. On January 3, 2006 the Company completed the acquisition of the Hosted Assets.
On January 10, 2006 and January 13, 2006, in recognition of the successful closing of the acquisition of the Hosted Assets, the Compensation Committee of the Board of Directors of the Company unanimously approved special cash award bonuses totaling $46,432 to certain employees of the Company who actively participated in the acquisition. Bonus recipients included the following executive officers of the Company:
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Michael Cooperman |
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$ |
12,898 |
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Judy Fields |
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$ |
8,598 |
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Alain Chesnais |
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$ |
8,598 |
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Carla Goertz |
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$ |
8,598 |
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Compensation of Executive Officers
On November 14, 2005, the Company’s Compensation Committee completed its annual performance and compensation review of its executive officers, which included base salary increases and bonus payments, effective as of January 1, 2006. The following is a description of the compensation arrangements that were approved by the Compensation Committee for the Company’s executive officers:
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2005 Actual |
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2006 Base |
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2005 Bonus |
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2006 Bonus |
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Elliot Noss |
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214,315 |
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$ |
240,678 |
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105,396 |
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$ |
116,525 |
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Mike Cooperman |
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180,720 |
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$ |
193,559 |
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75,885 |
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$ |
79,903 |
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Judy Fields |
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112,982 |
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$ |
127,119 |
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25,295 |
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$ |
25,424 |
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Dave Woroch |
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124,121 |
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$ |
149,153 |
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92,749 |
(3) |
$ |
93,220 |
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Alain Chesnais (4) |
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60,798 |
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$ |
153,390 |
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63,238 |
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$ |
63,559 |
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Carla Goertz (5) |
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44,821 |
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$ |
118,644 |
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25,295 |
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$ |
25,424 |
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(1) includes base salary and car allowance
(2) pursuant to the Company’s 2004 At Risk Compensation Plan
(3) includes commission
(4) commenced employment on July 21, 2005
(5) commenced employment on August 1, 2005
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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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TUCOWS INC. |
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By: |
/s/ Michael Cooperman |
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Michael Cooperman |
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Chief Financial Officer |
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Dated: January 18, 2006 |
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