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): July 12, 2005
Dial Thru International Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-22636 75-2461665
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation Identification No.)
17383 Sunset Boulevard, Suite 350
Los Angeles, California 90272
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(Address of principal executive offices, including zip code)
(310) 566-1700
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(Registrant's telephone number, including area code)
Not Applicable
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(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 thee 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 1.01 Entry into a Material Definitive Agreement
The registrant incorporates by reference herein information from Item 5.02
that is responsive to the information required with respect to this Item.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On July 14, 2005, Dial Thru International, Corp (the "Company") issued a
press release announcing the appointment of David Hess, age 43, as the
Company's new President and Chief Operating Officer. The Company's Board of
Directors approved and effected the appointment on July 12, 2005.
Mr. Hess has 20 years of experience in telecommunications and was elected to
the Company's Board of Directors in May 2002. Since August 2003, Mr. Hess
has been the CEO and Managing Partner of RKP Steering Group, a company he
founded. From November 2001 until December 2002, Mr. Hess served as the
CEO and President of Telia International North America, Inc., now part of
TeliaSonera, the leading telecommunications company in the Nordic and Baltic
region. Prior to joining Telia, Mr. Hess was part of a turnaround team
hired by the board of directors of Rapid Link Incorporated, a VoIP provider
of retail services to members of the US military, and a provider of
wholesale services to domestic and international carriers worldwide, where
he served as the CEO and as a director of Rapid Link from August 2000 until
September 2001. The Company acquired Rapid Link in October, 2001. From 1998
to 2000, Mr. Hess served as President and CEO of LDI, an international small
to medium sized enterprise ("SME") and wholesale carrier serving the US and
European markets. Between 1995 and 1998 he was the President of TotalTel,
a public company serving domestic SME's and wholesale enterprises. Mr. Hess
received a BA in Communications with a Minor in Marketing from Bowling Green
State University.
Mr. Hess employment will be "at-will". Mr. Hess will initially be paid
an annual base salary of $150,000 and will be eligible to participate in
incentive plans available to senior management of the Company. Mr. Hess'
compensation will be reviewed by the board of directors if and when the
Company receives additional debt and/or equity financing. Prior to his
employment as the President and Chief Operating Officer of the Company, in
his position as a board member of the Company, Mr. Hess received stock
options to purchase 15,000 shares of the Company's common stock.
There is no arrangement or understanding between Mr. Hess and any other
person pursuant to which Mr. Hess was appointed President and Chief
Operating Officer. There are no family relationships between Mr. Hess and
any of the Company's directors and executive officers. The Company has not
entered into any transactions with Mr. Hess of the sort described under Item
404(a) of Regulation S-B except for the employment relationship discussed
above.
A copy of the press release is attached hereto as Exhibit 99.1 and the
information contained in the press release is incorporated in the Item 5.02
by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description of Document
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99.1 Press release ("Dial Thru International Appoints David R Hess as
President and Chief Operating Officer"), dated July 14, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dial Thru International Corporation
Date: July 14, 2005 By: /s/ Allen Sciarillo
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Allen Sciarillo
Chief Financial Officer, Secretary,
(Principal Accounting Officer and
Principal Financial Officer) and
Director