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COBT.OB > SEC Filings for COBT.OB > Form 8-K on 23-Jun-2008All Recent SEC Filings

Show all filings for C2 GLOBAL TECHNOLOGIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for C2 GLOBAL TECHNOLOGIES INC


23-Jun-2008

Other Events


Item 8.01. Other Events.

In April 2004, certain shareholders of C2 Global Technologies Inc. ("C2" or the "Company") filed derivative and securities lawsuits in the Superior Court of the State of California against C2's majority stockholder, Counsel Corporation (together with its subsidiaries and affiliates, "Counsel"), C2 and several affiliated companies, as well as four present and former officers and directors of C2. Counsel and C2 believe, and have always maintained, that the claims are without merit and have defended the actions.

Effective June 18, 2008, in order to settle the litigation, and without any admission of liability by the defendants, the parties have agreed to the following: (i) Counsel and/or certain of its affiliates, other than C2, will pay a total of $520,000 to the named plaintiffs; (ii) Counsel and/or a subsidiary other than C2 will give the plaintiffs approximately 370,000 common shares of C2, being five common shares of C2 for every share of C2 owned by the plaintiffs when the litigation commenced; (iii) plaintiffs who were also dissenting shareholders in an appraisal action filed by C2 in Florida in June 2004 will withdraw their dissent and C2 will return the shares that they tendered; (iv) Counsel and/or an affiliate will transfer 350,000 common shares to C2 for cancellation to settle the derivative claims of the litigation. The terms of the settlement of the derivative claims were endorsed by the California court on May 23, 2008.

As a result of the transfer of common shares to the plaintiffs and the cancellation of the shares transferred to C2, Counsel's percentage ownership in C2 will be reduced from approximately 92.5% to 90.8%.

On June 19, 2008, Counsel and C2 issued a press release which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Exhibits

Exhibit No. Title

99.1 Press release by Counsel dated June 19, 2008.


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