Vitacost.com, Inc. Postpones Annual Meeting; Announces Financial Statements Cannot Be Relied Upon
08 12월 2010 - 8:02AM
Business Wire
Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer and
direct marketer of health and wellness products, announced today,
as previously reported in the Company’s Current Report on Form 8-K
dated November 15, 2010, that the Company’s Audit Committee of its
Board of Directors (the “Audit
Committee”), in consultation with its independent
professional advisors and consultants, commenced with the
authorization of the full Board of Directors, an internal review of
the methodologies and procedures used by the Company to calculate
the value, for financial reporting purposes, of certain non-cash
stock-based compensation grants and awards to Company employees
made just prior to the completion of the Company’s initial public
offering in September 2009 (the “IPO”), as well as a review of the
manner in which certain non-cash expense items were classified in
connection therewith (the “Internal
Review”).
During the course of the Internal Review, which is ongoing, the
Audit Committee and its advisors discovered certain potential
defects in the Company’s corporate organizational and formation
documents and certain corporate transactions that may not have been
authorized in accordance with all requirements of applicable
Delaware corporate law, including, without limitation, certain
stock splits and stock option and other stock issuance transactions
effected both prior to and in connection with the IPO. Accordingly,
at this time questions have arisen regarding the validity of such
stock issuance transactions and the potential impact of such
invalidity on the Company’s equity capitalization.
In view of the foregoing, the Company advises and hereby
cautions that its previously issued financial statements for all
financial reporting periods from and after 1994; the audit opinion
of McGladry & Pullen, LLP included in, without limitation, the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, the Company’s Registration Statement on Form S-1
(No, 333- 143926 ) dated September 23, 2009, the Company’s
Registration Statement on Form S-8 (No. 333-164319) dated January
13, 2010, and in all other communications, public announcements,
filings and reports issued by the Company since June 20, 2007,
cannot and should not be relied upon, primarily due to uncertainty
related to the Company’s equity capitalization at this time.
The Board of Directors, the Audit Committee and the Company’s
management team are working with outside professional advisors and
consultants to explore proactive remedial solutions, including
certain transactions and either a state judicial proceeding or the
commencement of a prepackaged Chapter 11 reorganization of the
Company’s equity structure. There can be no assurance any such
transactions or remedies can be obtained or will be available to
the Company.
In addition, the Board of Directors has voted to postpone the
Company’s 2010 Annual Meeting of Stockholders previously scheduled
to be held on Thursday, December 9, 2010.
About Vitacost.com, Inc.
Vitacost.com, Inc. (NASDAQ: VITC) is a leading online retailer
and direct marketer of health and wellness products, including
dietary supplements such as vitamins, minerals, herbs or other
botanicals, amino acids and metabolites, as well as cosmetics,
organic body and personal care products, sports nutrition and
health foods. Vitacost.com, Inc. sells these products directly to
consumers through its website, www.vitacost.com, as well as through
its catalogs. Vitacost.com, Inc. strives to offer its customers the
broadest product selection of healthy living products, while
providing superior customer service and timely and accurate
delivery.
Forward-Looking Statements
Except for historical information contained herein, the
statements in this release are forward-looking and made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements made herein, which
include statements regarding the Company’s plan to regain
compliance with NASDAQ’s listing requirements, involve known and
unknown risks and uncertainties, which may cause the Company’s
actual results in current or future periods to differ materially
from future results. Those risks and uncertainties include, among
other things, the current global economic downturn or recession;
difficulty expanding its manufacturing and distribution facilities;
significant competition in its industry; unfavorable publicity or
consumer perception of its products on the Internet; the incurrence
of material product liability and product recall costs; inability
to defend intellectual property claims; costs of compliance and its
failure to comply with government regulations; its failure to keep
pace with the demands of customers for new products; disruptions in
its manufacturing system, including information technology systems,
or losses of manufacturing certifications; the lack of long-term
experience with human consumption of some of its products with
innovative ingredients; and costs associated with the internal
review and stockholder litigation. Those and other risks are more
fully described in the Company’s filings with the Securities and
Exchange Commission, including the Registration Statement on Form
S-1, as amended, filed in connection with the company’s initial
public offering as well as the Company’s Form 10-K filed for the
full year ended December 31, 2009.
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