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) April 4, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-32421 58-2342021 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 420 Lexington Avenue, Suite 1718 New York, NY 10170 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (212) 201-2400 Not Applicable (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 1.01 Entry into a Material Definitive Agreement. On April 4, 2018, Fusion Telecommunications International, Inc., a Delaware corporation ( Fusion ), entered into a Seventh Amendment (the Seventh Amendment ) to the Agreement and Plan of Merger, dated August 26, 2017 (as amended, the Merger Agreement ), by and among Fusion, Fusion BCHI Acquisition LLC, a wholly-owned subsidiary of Fusion ( BCHI ), and Birch Communications Holdings, Inc. ( Birch ), with respect to a merger by and between BCHI and Birch (the Merger ). Under the Seventh Amendment, the parties agreed to extend (i) the Outside Date (as defined in the Merger Agreement), after which Fusion or Birch may terminate the Merger Agreement if the Merger has not been consummated, to April 30, 2018; (ii) the Outside Date may be extended to May 10, 2018 in order to obtain certain regulatory and governmental approvals; and (iii) the date on which Fusion or Birch may terminate the Merger Agreement due to an inability to secure commitments for the required financing to April 30, 2018. The foregoing description of the Seventh Amendment is qualified in its entirety by reference to the full text of such document, which is filed hereto as Exhibits 10.1, and which is incorporated by reference herein in its entirety. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. EXHIBIT INDEX Exhibit No. Description of Exhibit 10.1 Seventh Amendment, dated as of April 4, 2018, to Agreement and Plan of Merger by and among Fusion Telecommunications International, Inc., Fusion BCHI Acquisition LLC and Birch Communications Holdings, Inc. 2
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. April 10, 2018 By: /s/ James P. Prenetta, Jr. James P. Prenetta, Jr. EVP and General Counsel 3
Exhibit 10.1 SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER T h i s SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2018 (this Amendment ), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the Company ), Fusion BCHI Acquisition LLC, a Delaware limited liability company ( Merger Sub ), and Birch Communications Holdings, Inc., a Georgia corporation ( BCHI ). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement. RECITALS A. The Parties previously entered into that certain Agreement and Plan of Merger, dated as of August 26, 2017, as amended by the First Amendment to Agreement and Plan of Merger, dated as of September 15, 2017, the Second Amendment to Agreement and Plan of Merger, dated as of September 29, 2017, the Third Amendment to Agreement of Plan of Merger, executed on October 24, 2017, the Amended and Restated Third Amendment to Agreement and Plan of Merger, dated as of October 27, 2017, the Fourth Amendment to Agreement and Plan of Merger, dated January 24, 2018, the Fifth Amendment to Agreement and Plan of Merger, dated as of January 25, 2018, and the Sixth Amendment to Agreement and Plan of Merger, dated as of March 12, 2018 (collectively, the Merger Agreement ). B. The Parties desire to further amend the Merger Agreement as set forth herein. The Parties hereby agree as follows: 1. The date of April 30, 2018 in Section 8.1(b)(i) of the Merger Agreement is hereby deleted and replaced with May 10, 2018. 2. The phrase the date that is 220 days after the date hereof in Section 8.1(b)(iv) of the Merger Agreement is hereby deleted and replaced with April 30, 2018. 3. The date of April 2, 2018 in the definition of Outside Date in Section 9.15 of the Merger Agreement is hereby deleted and replaced with April 30, 2018. 4. Effect of Amendment. This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Merger Agreement not expressly contemplated hereby. Except as specifically modified and amended hereby, the Merger Agreement shall remain unchanged and in full force and effect. From and after the date hereof, each reference in the Merger Agreement to this Agreement, hereunder, hereof, herein or words of similar meaning shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement, and references to the date hereof, the date of this Agreement or words of similar meaning in the Merger Agreement shall continue to refer to August 26, 2017. 5. Governing Law. This Amendment will be governed by, and construed and enforced in accordance with, the internal Laws of the State of Delaware, without regard to any applicable conflict of laws principles (whether of the State of Delaware or any other jurisdiction). 6. Jurisdiction. Section 9.8 (Jurisdiction) of the Merger Agreement is incorporated herein by reference and made a part hereof as if fully set forth herein. 7. Counterparts. This Amendment may be executed in two or more counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that each Party need not sign the same counterpart. PDF transmissions of this Amendment shall be deemed to be the same as the delivery of an executed original. [Signatures appear on following page.]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written. FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. By: /s/ James P. Prenetta, Jr. Name: James P. Prenetta, Jr. Title: Executive Vice President and General Counsel FUSION BCHI ACQUISITION LLC By: /s/ Gordon Hutchins, Jr. Name: Gordon Hutchins, Jr. Title: Manager BIRCH COMMUNICATIONS HOLDINGS, INC. By: /s/ Gordon P. Williams, Jr. Name: Gordon P. Williams, Jr. Title: Senior Vice President and General Counsel