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):  May 5, 2014

Alteva, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(877) 258-3722

(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:

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 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2014, Alteva, Inc. (the “Company”) announced the appointment of Brian J. Kelley, age 62, as its Interim Chief Executive Officer, effective immediately. Mr. Kelley, who has served as a member of the Company’s Board of Directors (the “Board”) since November 2013, is the Chief Executive Officer of Four Winds Advisors LLC, focused on advising technology focused clients on restructuring, turnaround and business development. Prior to establishing Four Winds, Mr. Kelley served as CEO, snom Technology, Inc., Woburn, Massachusetts, a leading global provider in designing, manufacturing and marketing VoIP communications equipment. From 2008 to 2012 Mr. Kelley served on the Board of Directors of Tii Network Technologies, Inc., in Edgewood, New York, serving as Board Chairman beginning in 2010 and President and CEO beginning in 2011. Previously, Mr. Kelley was the President of TAMCO Technology, Tampa, Florida, a financial solutions-focused business management and development company, focusing on telecommunications asset management and financing solutions; was the President and Chief Executive Officer of Cognitronics Corporation, Danbury, Connecticut, a company that provided central-office communications technology hardware and software solutions. Mr. Kelley also held senior management positions with TIE Communications, Inc., Seymour, Connecticut, a publicly-traded diversified telecommunications services company. Mr. Kelley holds a Bachelor of Arts degree in Economics from the University of New Hampshire and a Masters in Business Administration degree from the University of Connecticut.

On May 5, 2014, Mr. Kelley resigned as a member and Chairman of the Board’s Compensation Committee and as a member of the Board’s Audit Committee.  Mr. Kelley no longer serves on any Board committees. Effective May 5, 2014, Douglas Benedict was appointed Chairman of the Compensation Committee, and Edward Morea was appointed as a member of the Audit Committee.

There are no family relationships between Mr. Kelley and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Kelley is expected to receive an annualized base salary of $285,000, and may be eligible to participate in a discretionary incentive-based program, and to receive a bonus, for 2014. The Company will reimburse Mr. Kelley for reasonable travel and incidental expenses such as lodging and meals not to exceed $50,000 per year, or $4,166.67 per month, during his tenure. Mr. Kelley is eligible to participate in employee benefits, fringe benefits or other perquisites similarly available to Company employees in connection with his serving as Interim Chief Executive Officer.

Item 9.01. Financial Statements and Exhibits.

(d)                     Exhibits

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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 hereunto duly authorized.

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EXHIBIT INDEX

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