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 21, 2009 (July 15,
2009)
ELEPHANT
TALK COMMUNICATIONS INC.
(Exact
name of registrant as specified in Charter)
|
California
|
|
000-30061
|
|
95-4557538
|
|
(State
of other Jurisdiction of incorporation)
|
|
(Commission
file no.)
|
|
(IRS
employer identification no.)
|
|
Schiphol
Boulevard 249, 1118 BH Luchthaven Schiphol, The
Netherlands
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code
(31 0 20
653 5916)
(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))
|
Forward
Looking Statements
This Form
8-K and other reports we file from time to time with the Securities and Exchange
Commission (collectively the "Filings") contain or may contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, our management as well as estimates and assumptions made
by our management. When used in the filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to us or our management identify forward
looking statements. Such statements reflect our current view with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the Filings) relating to our industry
and our operations and results of operations. Should one or more of these risks
or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
we believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements and except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results. The
following discussion should be read in conjunction with the exhibits attached to
this Current Report on Form 8-K.
Item 1.01
Entry into a Material Definitive Agreement
Amendment
to Loan Agreements
On July
15, 2009, Elephant Talk Communications, Inc. (the “Company”) and QAT II
Investments SA (“QAT”) entered into an amendment agreement (the “Amendment”) to
loan agreements dated January 27, 2009, February 15, 2009, March 4, 2009, March
31, 2009, May 4, 2009, May 27, 2009, July 1, 2009 and July 8, 2009 (collectively,
the “Loan Agreements”) for an aggregate of $4,709,066 (based on a Euro – Dollar
exchange rate of $1.4099 published in the Wall Street Journal on July 17,
2009). The Loan Agreements had previously had a maturity date of July
15, 2009. The Amendment extended the maturity date of the Loan
Agreements to August 31, 2009. QAT is affiliated with certain of the
Company’s directors.
Item 2.03
Creation
of a Direct Financial Obligation
As more fully described in Item 1.01 of
this Current Report, which information is incorporated by reference into this
Item 2.03, the Company entered into the Amendment with QAT, thereby extending
the maturity date of the Loan Agreements from July 15, 2009 to August 31,
2009.
|
|
Exhibit
No.
|
Description
|
|
|
|
|
|
|
10.1
|
Amendment
to Loan Agreements, dated July 15, 2009, by and among the Company and
QAT.
|
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 hereunto duly
authorized.
ELEPHANT
TALK COMMUNICATIONS, INC.
/s/ Steven van der Velden
Steven
van der Velden
President,
Chief Executive Officer
Dated: July
21, 2009
