Form 8-K ELEPHANT TALK COMMUNICAT For: Jul 31

Article Stock Quotes (1)

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/16/2024

1. SPY
2. TSLA
3. RDDT
4. TCS:IN
5. ALAB

6. C
7. JPM
8. GS
9. AAPL
10. MSFT

Top News Most Read Special Reports

August 6, 2015 4:17 PM EDT

E-mail

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) August 6, 2015 (July 31, 2015)

ELEPHANT TALK COMMUNICATIONS CORP.

(Exact name of registrant as specified in Charter)

Delaware	000-030061	95-4557538

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Park Avenue, New York City, New York 10017, United States of America

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: +31.20.653.5916

N/A

(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 (see General Instruction A.2. below:

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.

On July 31, 2015, Mr. Geoffrey Leland resigned from the Board of Directors (the “Board”) of Elephant Talk Communications Corp. (the “Company”) for personal reasons. At the time of his resignation, Mr. Leland was the Chairman of the Audit and Finance Committee (the “Audit Committee”) and a member of the Compensation Committee (the “Compensation Committee”) of the Company. Mr. Leland did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On August 3, 2015, the Board unanimously appointed Mr. Carl Stevens, a member of the Board and each of the Audit Committee, the Nominating Committee, and the Compensation Committees, to serve as the Chairman of the Audit Committee. In connection with such appointment, Dr. Francisco Ros replaced Mr. Stevens as the Chairman of the Compensation Committee.

Item 9.01 Exhibits

(d) Exhibits

Exhibit
No.	Description
99.1	Press Release announcing resignation of Geoffrey Leland and appointment of Mr. Carl Stevens dated August 6, 2015

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.

Dated: August 6, 2015	ELEPHANT TALK COMMUNICATIONS CORP.



	By:	/s/ Alex Vermeulen
		Alex Vermeulen
		General Counsel

Exhibit 99.1

Elephant Talk Communications Appoints Carl Stevens as Chairman of the Audit Committee

NEW YORK CITY, NY — August 6, 2015 - Elephant Talk Communications Corp. (NYSE MKT: ETAK) (“Elephant Talk” or the “Company”), a global provider of Software Defined Network Architecture (ET Software DNA® 2.0) platforms and cyber security solutions, today announced the appointment of Carl Stevens, a member of the Board of Directors, Audit Committee, Nominating Committee and Compensation Committees, to serve as the Chairman of the Audit Committee.

Mr. Stevens is replacing Mr. Geoffrey Leland who resigned from the Board of Directors for personal reasons on July 31, 2015. At the time of his resignation, Mr. Leland was also a member of the Compensation Committee. Mr. Leland did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On August 3, 2015, the Board unanimously appointed Mr. Carl Stevens to serve as the Chairman of the Audit Committee. In connection with such appointment, Dr. Francisco Ros replaced Mr. Stevens as the Chairman of the Compensation Committee.

Mr. Steven van der Velden, Chairman and CEO of Elephant Talk, stated, “Our Company is very grateful for the many valuable contributions Geoffrey made during his time on the Board. We respect his personal decision and wish him the best.”

About Elephant Talk Communications Corp.:

Elephant Talk Communications Corp. (NYSE MKT: ETAK), is a global provider of mobile proprietary Software Defined Network Architecture (ET Software DNA® 2.0) platforms for the telecommunications industry. The Company empowers Mobile Network Operators (MNOs), Mobile Virtual Network Operators (MVNOs), Enablers (MVNEs) and Aggregators (MVNAs) with a full suite of applications, reliable industry expertise and high quality customer service without the need for substantial upfront investment. Elephant Talk counts several of the world’s leading MNOs and technology companies amongst its customers and partners, including Vodafone, T-Mobile, Zain, HP and Affirmed Networks. Visit: www.elephanttalk.com.

About ValidSoft UK Ltd.:

ValidSoft, a subsidiary of Elephant Talk Communications Corp., secures transactions using personal authentication and device assurance. We enable our customers to enhance their security while improving their user experience, utilising our multi-factor authentication platform, Voice Biometric engine and Device Trust technology, all of which may be used as ‘stand-alone’ or integrated into multi-vendor solutions. ValidSoft serves multiple clients across the financial services, government and enterprise sectors and is the only company to have been granted four European Privacy Seals, reflecting its commitment to strong data privacy. Visit: www.validsoft.com.

Elephant Talk Communications Corp.

100 Park Avenue, .New York City, NY 10017

212-984-1096

Forward-Looking Statements:

Certain statements contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, statements with respect to Elephant Talk's plans and objectives, projections, expectations and intentions. These forward-looking statements are based on current expectations, estimates and projections about Elephant Talk's industry, management's beliefs and certain assumptions made by management. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Because such statements involve risks and uncertainties, the actual results and performance of Elephant Talk may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, Elephant Talk also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from those projected or suggested in Elephant Talk's filings with the Securities and Exchange Commission (the "SEC"), copies of which are available from the SEC or may be obtained upon request from Elephant Talk.

Contacts:

Investor Contact:

Alan Sheinwald or Valter Pinto

Capital Markets Group, LLC

(914) 669-0222

[email protected]

www.CapMarketsGroup.com

Public Relations:

Michael Glickman

MWGCO, Inc.

917-397-2272

[email protected]