- Amended Current report filing (8-K/A)
21 10월 2010 - 10:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
8-K/A
______________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: October 19, 2010
(Date of
earliest event reported)
______________________
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(Exact
name of registrant as specified in its charter)
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______________________
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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5400
Broken Sound Blvd. NW – Suite 500
Boca
Raton, Florida 33487-3521
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(Address
of Principal Executive Offices)
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
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______________________
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
(17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Explanatory
Note
This
Current Report on Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the
Current Report on Form 8-K filed by Vitacost.com, Inc. with the Securities and
Exchange Commission on October 19, 2010. Amendment No. 1 is being
filed to correct the dates of the events described in Item 5.02, which were
inadvertently reported as occurring on August 19, 2010 instead of October 19,
2010.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 19, 2010, Vitacost.com, Inc. (the “Company”) terminated Richard P. Smith
from his position as Chief Financial and Accounting Officer of the Company,
effective immediately.
On
October 19, 2010, the Company issued a press release announcing such termination
and that the Board of Directors of the Company appointed Stephen E. Markert, Jr.
to serve as its interim Chief Financial Officer, effective
immediately. Mr. Markert, 59, has more than 35 years of financial
experience, primarily in public companies and was most recently with Tatum, LLC,
a national financial services firm providing interim Chief Financial Officer
services. Mr. Markert was a Partner at Tatum for over three years,
and served as interim Chief Financial Officer at Jet Plastica, a $150 million
private equity owned manufacturing and distribution company, and at Foamex
International, a $1.2 billion public manufacturing company, among other
clients. Prior to that, from 1995 to 2005, Mr. Markert served as Vice
President Finance, Chief Financial Officer at C&D Technologies, Inc., a $500
million global manufacturer and distributor where he directed a multi-national
finance and IT staff. Mr. Markert is a CPA and holds a B.S. in
Accounting and an M.B.A. in Finance from LaSalle University.
In
consideration for Mr. Markert’s employment, the Company will pay Mr. Markert an
annual salary equal to Two Hundred Thirty Five Thousand Dollars ($235,000)
during the Term of Employment (as defined in the Employment
Agreement). Mr. Markert will also be entitled to receive up to Two
Thousand Dollars ($2,000) per month for living expenses. There are no
other arrangements or understandings pursuant to which Mr. Markert was selected
as interim Chief Financial Officer. There are no family relationships
among any of our directors, executive officers and Mr.
Markert. Except as disclosed above, the Company is not aware of any
relationships or transactions in which Mr. Markert has or will have an interest,
or was or is a party, requiring disclosure under Item 404(a) of Regulation
S-K.
The
foregoing summary of Mr. Markert’s Employment Agreement with the Company does
not purport to be complete and is qualified in its entirety by reference to the
Employment Agreement, which is attached hereto as Exhibit 10.39 and is hereby
incorporated by reference into this Item 5.02. A copy of the press
release announcing Mr. Markert’s appointment as interim Chief Financial Officer
and Mr. Smith’s departure is attached hereto as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
10.39*
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Employment
Agreement dated October 19, 2010, between the Company and Stephen E.
Markert, Jr.
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99.1*
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Press
Release issued by the Company, dated October 19,
2010.
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______________________
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Previously
filed as an Exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 19,
2010.
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SIGNATURES
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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VITACOST.COM,
INC.
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By:
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/s/
Stephen E. Markert,
Jr.
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Stephen
E. Markert, Jr.
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Interim
Chief Financial Officer
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EXHIBIT
INDEX
10.39*
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Employment
Agreement dated October 19, 2010, between the Company and Stephen E.
Markert, Jr.
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99.1*
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Press
Release issued by the Company, dated October 19,
2010.
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______________________
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*
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Previously
filed as an Exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 19,
2010.
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