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

Date of Report (Date of earliest event reported): ~~January~~ February 1225, 2015

deltathree, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-28063	~~13-4006766~~	13-4006766
(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
1 Bridge Plaza, Fort Lee, New Jersey		07024
(Address of principal executive offices)		(Zip Code)

1 Bridge Plaza, Fort Lee, New Jersey	07024
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 500-4850

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201 ~~Departure~~Other ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Events.

On ~~January~~February 25, 2015, 12D4 Holdings, ~~2015~~LLC ("D4 Holdings"), the ~~Board~~holder of ~~Directors~~approximately ~~Colleen~~54.0% ~~Jones~~of ~~tendered~~the ~~her~~issued ~~resignation~~and asoutstanding ashares ~~member~~ of the ~~Board~~common ofstock, ~~Directors~~par tovalue ~~pursue~~$0.001 ~~other~~per ~~opportunities~~share (the "Common Stock"), of ~~and~~deltathree, Inc. (the ~~Board~~"Company') ~~appointed Charles~~sent a letter (the "~~Chip~~Proposal Letter") ~~Barker~~to the board of directors of the Company that indicates that D4 Holdings intends to ~~fill~~initiate a tender offer (the ~~vacancy~~“tender onoffer”) to purchase all of the ~~Board~~outstanding shares of ~~Directors~~Common Stock not owned by D4 Holdings at a purchase price of $0.01 per share in cash. The completion of the tender offer will be conditioned upon, ~~effective~~among ~~immediately~~other things, approval by a special committee of the board of directors of the Company consisting of independent directors and the tender of a majority of the shares of the Company not owned by D4.

~~Chip~~D4 ~~Barker~~Holdings ~~has~~will ~~served~~pay as the ~~Chief~~cash ~~Executive~~consideration ~~Officer~~required offor ~~ACN, Inc. since 2001. Prior to joining ACN, Chip was with~~ the ~~telecommunications~~tender ~~auditing~~offer ~~practice of Price Waterhouse, followed by a tenure at Frontier Communications and Global Crossing~~ from ~~1996 to 2001, in which he held various finance positions including serving as CFO of~~ its ~~billion-dollar~~own ~~plus worldwide carrier business. In addition~~funds, ~~he has significant mergers~~ and ~~acquisitions~~ ~~and~~accordingly ~~SEC~~there ~~experience. Currently~~will ~~Chip~~be isno anfinancing ~~active member on the ACN Board of Directors, while also serving on the CEO Council for CompTel~~contingency.

~~Mr.~~If, ~~Barker~~after ~~will~~the ~~receive~~tender anoffer, ~~annual~~D4 ~~compensation~~Holdings directly or indirectly owns at least 90% of ~~$20~~the shares of Common Stock,~~000~~ ~~for~~it ~~his~~plans, ~~service~~in ascompliance awith ~~director. Mr.~~the ~~Barker~~applicable ~~will~~provisions of bethe ~~eligible~~Delaware General Corporation Law, to ~~participate~~effect a “short-form” merger of the Company with a subsidiary of D4 Holdings in ~~all~~which ~~incentive~~unaffiliated ~~compensation~~stockholders ~~plans~~would receive the same per share consideration paid in the tender offer. D4 Holdings reserves orthe ~~arrangements~~right ~~available~~to effect a long form merger if it deems it to be required or preferable. (The short form merger or the ~~Company’s~~long ~~directors~~form merger, as applicable, is referred to herein as the “Merger.”)

If the tender offer and the Merger are completed, the Common Stock would no longer be registered under Section 12 of the Exchange Act.

The foregoing description of some of the material terms of the tender offer is not meant to be a complete summary and is qualified in its entirety by the full text of the Proposal Letter filed as Exhibit 99.1 to this Report and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

99.1	Letter from D4 Holdings, LLC to the Board of Directors of the Company dated February 25, 2015.

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 hereunto duly authorized.

	DELTATHREE, INC.
	By:	/s/ Effi Baruch
	Name:	Effi Baruch
	Title:	Chief Executive Officer, President, Senior Vice President of Operations and Technology and Secretary
Dated: February 11, 2015

DELTATHREE, INC.

By: /s/ Effi Baruch

Name: Effi Baruch
Title: Chief Executive Officer, President, Senior Vice
President of Operations and Technology and Secretary

Dated: March 2, 2015

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