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
July
20, 2006
Date
of
Report (Date of earliest event reported)
Commission
File Number: 000-27743
PAC-WEST
TELECOMM, INC.
(Exact
name of registrant as specified in its charter)
|
California
(State
or other jurisdiction of
incorporation
or organization)
|
68-0383568
(I.R.S.
Employer Identification No.)
|
|
1776
W. March Lane, Suite 250
Stockton,
California
(Address
of principal executive offices)
|
95207
(Zip
Code)
|
(209)
926-3300
(Registrant’s
telephone number, including area code)
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:
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-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 Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
July
20, 2006, Pac-West announced new roles for two members of its officer team.
Ravi
Brar, Pac-West’s Chief Financial Officer will be assuming the role of Chief
Operating Officer; and Michael Sarina, Pac-West’s Vice President of Finance will
be assuming the role of Chief Financial Officer.
On
July
25, 2006, the compensation committee of the board of directors of Pac-West
approved entry into a change of control agreement (a “Change of Control
Agreement”) with each of Messrs. Brar and Sarina, which provides, in part that
if
during
the nine-month period prior to, or the twelve-month period following a Change
in
Control (as such term is defined in the Change in Control Agreement),
the
executive is
demoted
or has his employment terminated other than for “Cause” (as such term is defined
in the Change in Control Agreement), then he will receive (i) a lump sum of
150%
of the highest base salary paid to him between the effective date of the Change
in Control Agreement and the date of the demotion or termination and (ii)
payment of or reimbursement for twelve-months of COBRA coverage premiums for
the
continuation of medical, dental and vision coverage for him and his dependents.
The Change of Control Agreement also provides that in the event that any of
the
payments received by the executive are subject to excise taxes pursuant to
Section 280G of the Internal Revenue Code of 1986, he will receive the greater
(on an after tax basis) of (i) the full amount of such payment or (ii) a lesser
amount which would result in no portion of such payments being subject to excise
taxes. Mr. Brar’s Change of Control Agreement amends and restates a similar
agreement entered into on August 17, 2004 without increasing the amount of
any
payments or other entitlements to which he was entitled under such prior
agreement.
A
copy of
the press release announcing the new roles for Mr. Brar and Mr. Sarina is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
99.1
|
Press
Release dated July 26, 2006
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on is behalf by the
undersigned, hereunto duly authorized.
PAC-WEST
TELECOMM, INC.
(Registrant)
Dated:
July 26, 2006
By:_____________________________
Michael
Sarina
Chief
Financial Officer
INDEX
TO EXHIBITS
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99.1
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Press
Release dated July 26, 2006
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