UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 12, 2007
HUNGARIAN TELEPHONE AND CABLE CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11484 13-3652685
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1201 Third Avenue, Suite #3400
Seattle, Washington 98101-3034
(Address of Principal Executive Offices)
(206) 654-0204
(Registrant's telephone number, including area code)
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 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
(b) Resignation of Director
On March 12, 2007, John B. Ryan informed the Board of Directors of the Company
that he was retiring from the Board of Directors at end of the current term of
the Board of Directors on May 24, 2007.
(d) Election of Director
On March 12, 2007, the Company's Board of Directors elected Jens Due Olsen to
its Board of Directors. The Company expects Mr. Olsen to replace Carsten Dyrup
Revsbech on its Audit Committee by April 1, 2007. Mr. Olsen will be compensated
at the same level as the current independent directors.
(e) Compensatory Arrangements
On March 12, 2007, the Company approved two payment to TDC A/S, its majority
stockholder, in the amount of (euro)58,414 (approximately $77,000) and
(euro)42,483 (approximately $56,000) as reimbursement to TDC for the payment by
TDC of performance bonuses for 2006 to Torben V. Holm and Alex Wurtz,
respectively. Messrs. Holm and Wurtz are employees of TDC but serve as executive
officers of Hungarian Telephone and Cable Corp. pursuant to secondment
agreements with TDC.
In connection with the Company's pending acquisition of Invitel, the Company has
agreed to a retention bonus plan with Tamas Vagany, its Chief Commercial Officer
(Domestic). If Mr. Vagany remains employed with the Company through July 2007,
the Company shall pay Mr. Vagany a lump sum equal to 3 months pay, HUF 5,250,000
(approximately $28,000).
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SIGNATURE
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, thereunto duly authorized.
HUNGARIAN TELEPHONE AND CABLE CORP.
Date: March 16, 2007 By: /s/ Peter T. Noone
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Peter T. Noone
General Counsel
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