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): December 6, 2006
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 Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
(b) Resignations of Directors
On December 6, 2006, Kim Frimer and Christian Eyde Moeller resigned as directors
of Hungarian Telephone and Cable Corp. Mr. Frimer is an officer with TDC A/S
("TDC"). TDC owns 62% Hungarian Telephone and Cable Corp.'s outstanding common
stock. Mr. Moeller recently resigned his position as an officer with TDC.
(d) Election of Directors
On December 6, 2006, the Board of Directors of Hungarian Telephone and Cable
Corp. elected Jesper Theill Eriksen to its Board of Directors to fill a vacancy
on the Board of Directors created by the resignation of Peter Thomsen. Mr.
Eriksen is an officer of TDC A/S ("TDC"). TDC owns 62% of Hungarian Telephone
and Cable Corp.'s outstanding common stock. Mr. Eriksen was elected at the
request of TDC to replace Mr. Thomsen. Mr. Thomsen is also an employee of TDC.
On December 6, 2006, the Board of Directors of Hungarian Telephone and Cable
Corp. elected Carsten Dyrup Revsbech and Henrik Scheinemann to fill the
vacancies on the Board created by the resignations of Messrs. Frimer and
Moeller. Messrs. Revsbech and Scheinemann are officers of TDC and were elected
at the request of TDC to replace Messrs. Frimer and Moeller.
Four of the seven directors on Hungarian Telephone and Cable Corp.'s Board of
Directors are employees of TDC and representatives of TDC on the Hungarian
Telephone and Cable Corp. Board of Directors.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated December 11, 2006 announcing the changes to
Hungarian Telephone and Cable Corp.'s Board of Directors
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: December 11, 2006 By: /s/ Peter T. Noone
---------------------------------
Peter T. Noone
General Counsel
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HUNGARIAN TELEPHONE AND CABLE CORP.
Exhibit Index
Exhibit Description of Document
Number
99.1 Press Release dated December 11, 2006 announcing the changes
to Hungarian Telephone and Cable Corp's Board of Directors
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