UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 , 2011

Commission File Number:   00025940

Glowpoint, Inc.
(Exact name of small business issuer as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
770312442
(IRS Employer Identification No.)



430 Mountain Avenue, Suite 301, Murray Hill, New Jersey, 07974
(Address of principal executive offices)

973-855-3411
(Registrant's Telephone number)

225 Long Avenue, Hillside, NJ 07205
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On January 10, 2011, Glowpoint, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), effecting a reverse stock split of the Company's common stock, par value $0.0001 per share, at a ratio of one-for-four. The reverse stock split will be effective on January 14, 2011. The Company's stockholders approved the Certificate of Amendment on June 17, 2010, and the Company's Board of Directors authorized the implementation of the reverse stock split on December 17, 2010.

As a result of the reverse stock split, every four shares of the Company's issued and outstanding common stock will be combined into one share of common stock. Any fractional shares resulting from the reverse stock split will be paid in cash to the stockholder. The reverse stock split will reduce the number of the Company's outstanding shares of common stock from 85,014,416 to approximately 21.3 million shares.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

On January 12, 2011, the Company issued a press release announcing the reverse stock split. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index.

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.
 
 
Glowpoint, Inc.


Date:   January 13, 2011
By: /s/ John R. McGovern
Name: John R. McGovern
Title: Chief Financial Officer

Exhibit Index
 
Exhibit No.
  
Description
EX-3.1
  
Certificate of Amendment to Amended and Restated Certificate of Incorporation
EX-99.1
  
Press Release, dated January 12, 2011

Exhibit 3.1


CERTIFICATE OF AMENDMENT

TO

THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF GLOWPOINT, INC.



Glowpoint, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify:

 

FIRST :

The name of the Corporation is Glowpoint, Inc.

 

SECOND :

The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 4, 1996. The original Certificate of Incorporation was amended by the Agreement and Plan of Merger dated as November 27, 1996. The Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State on May 18, 2000. The Amended and Restated Certificate of Incorporation was subsequently filed on May 18, 2000 (such certificate, as amended and restated, the “Certificate of Incorporation”). The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on June 14, 2000. The Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State on June 22, 2001. The Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State on September 24, 2003. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on January 22, 2004. The Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State on August 22, 2007. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on September 21, 2007. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on December 6, 2007. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on November 25, 2008. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on March 16, 2009. The Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State on June 2, 2009. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on August 6, 2009. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on August 10, 2009. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on March 29, 2010. The Certificate of Designations, Preferences and Rights was filed with the Secretary of State on April 6, 2010.


THIRD :    

Article FOURTH of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:


“ FOURTH:

The total number of shares of all classes of stock that the Corporation is authorized to issue is one hundred fifty-five million (155,000,000) shares, consisting of one hundred fifty million (150,000,000) shares of Common Stock with a par value of $0.0001 per share and five million (5,000,000) shares of Preferred Stock with a par value of $0.0001 per share.


Upon the effectiveness of this Certificate of Amendment, every four (4) issued and outstanding shares of Common Stock of the Corporation shall be changed and reclassified into one (1) share of Common Stock, which shares shall be fully paid and nonassessable shares of Common Stock of the Corporation; provided, however, that in lieu of fractional interests in shares of Common Stock to which any stockholder would otherwise be entitled pursuant hereto (taking into account all shares of Common Stock owned by such stockholder), any such fractional interests in shares of Common Stock shall be paid in cash in an amount equal to such fraction multiplied by the average of the high and low trading prices of the Corporation’s Common Stock on the OTC Bulletin Board during regular trading hours for the five trading days immediately preceding the effectiveness of this Certificate of Amendment.”

 


FOURTH :

In accordance with Section 242 of the DGCL, the amendment set forth herein was duly adopted by the Corporation’s Board of Directors by unanimous written consent on December 17, 2010 and duly adopted by its stockholders at the Corporation’s Annual Meeting of Stockholders on June 17, 2010, which was duly called and held upon notice in accordance with Section 222 of the DGCL.

FIFTH :

This Certificate of Amendment shall be effective on January 14, 2011 at 12:01 a.m. EST.



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 10 th day of   January, 2011.


GLOWPOINT, INC.



By: /s/ John R. McGovern_ _______

     John R. McGovern

     Chief Financial Officer





5278413v.3







Exhibit 99.1


 

 

 

MEDIA CONTACT:

INVESTOR CONTACT:

Jonathan Brust

John McGovern

Glowpoint, Inc.

Glowpoint, Inc.

+1 866-456-9764, ext. 2052

+1 866-456-9764, ext. 2037

jbrust@glowpoint.com

jmcgovern@glowpoint.com

www.glowpoint.com

www.glowpoint.com

 

 


Glowpoint Announces Reverse Stock Split

Company implements plan for listing on national exchange


MURRAY HILL, N.J., Jan. 12, 2011 - Glowpoint, Inc. (OTCBB: GLOW ), a leading global provider of cloud-based managed services for telepresence , video conferencing and collaboration , today announced that, as of January 14, 2011, it will effect a one for four (1 for 4) reverse split of its stock. The company stated that the reverse split is being executed in pursuit of its plan to “up-list” from the bulletin board to a national exchange.


Following the reverse stock split, which was approved by the Company's shareholders in its 2010 proxy, the Company will have approximately 21.3 million common shares issued and outstanding. Glowpoint Executive Vice President and CFO, John McGovern said, “This reverse split overcomes one of the remaining hurdles in our plan to enhance the visibility of our company to the investment community by securing a listing on a national exchange.”  


Glowpoint President and CEO, Joe Laezza added, “We have been focused on positioning our technology and services to capitalize on the rapid expansion of the market for video and telepresence and I am very pleased with our progress and excited about our future prospects.  We remain committed to increasing our revenue growth rates and cash flow by driving further expansion of our global channel partner program.”


Through February 15, 2011, shares of Glowpoint will trade on the OTCBB under the symbol “GLOWD” (with the extra letter “D” to indicate the reverse split).  Thereafter, the shares of Glowpoint will resume trading under the symbol “GLOW.”


Additional details and instructions for shareholder stock certificate exchanges will be mailed to shareholders of record as of the date of the split.  Glowpoint’s transfer agent is the American Stock Transfer & Trust Company, LLC, who can be reached toll-free at 877-248-6417.


Supporting Resources

·

Glowpoint Investor Information

·

Glowpoint Managed Services

·

Glowpoint B2B Services



About Glowpoint

Glowpoint, Inc. (OTCBB: GLOW ) enables video users to effortlessly and securely call one another regardless of their video technology or network. With unlimited, "open" access to Glowpoint's cloud-based, hosted-video infrastructure and services, video calling within – and between – companies is dramatically simplified. From full-featured telepresence and video conferencing suites to desktop video, Glowpoint supports customers around the world with 24/7 managed services that allow business professionals to enjoy “in-the-same-room” intimacy and cost savings. To see a video-in-the-cloud demonstration, and to learn more about how cost-effective and easy telepresence and video conferencing can be for your business, please visit http://www.glowpoint.com.