Attached files
| file | filename |
|---|---|
| EX-10.1 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-1_fenstermacher.pdf |
| EX-10.2 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-2_sinnott.pdf |
| EX-10.3 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-3_clark.pdf |
| EX-10.4 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-4_bancino.pdf |
| EX-10.3 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-3_clark.htm |
| EX-10.4 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-4_bancino.htm |
| EX-10.2 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-2_sinnott.htm |
| EX-10.1 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - MANNATECH INC | exhibit10-1_fenstermacher.htm |
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): December 16, 2009
MANNATECH,
INCORPORATED
(Exact
Name of Registrant as Specified in its Charter)
|
Texas
|
000-24657
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75-2508900
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(State
or other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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600
S. Royal Lane, Suite 200
Coppell,
Texas 75019
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
Telephone Number, including Area Code: (972) 471-7400
_________________________________________________
(Former
name or former address, if change 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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
Entry into a Material Definitive Agreement.
On
December 16, 2009, Mannatech, Incorporated (“Mannatech”) entered into a
Second Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech and Stephen D. Fenstermacher, Mannatech’s Co-Chief
Executive Officer and Chief Financial Officer. The amendment amends the
Employment Agreement, effective as of October 5, 2007, as amended by the Second
Amendment to Employment Agreement, dated as of December 18, 2008, by and
between Mannatech and Mr. Fenstermacher, to change Mr. Fenstermacher’s
title from “Executive Vice President and Chief Financial Officer” to “Co-Chief
Executive Officer and Chief Financial Officer.” Mr. Fenstermacher shall report
directly the Board of Directors of the Company (the “Board”) and shall perform
such other services, duties and responsibilities commensurate with Mr.
Fenstermacher’s position as may from time to time be assigned by the Board
and/or the Audit Committee of the Board. All other terms and
conditions of the employment agreement remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
On
December 16, 2009, Mannatech entered into a Second Amendment to Employment
Agreement, dated as of December 16, 2009, by and between Mannatech and
Robert A. Sinnott, Ph.D, Mannatech’s Co-Chief Executive Officer and Chief
Science Officer. The amendment amends the Employment Agreement, effective as of
October 5, 2007, as amended by the Second Amendment to Employment Agreement,
dated as of December 18, 2008, by and between Mannatech and
Dr. Sinnott, to change Dr. Sinnott’s title from “Senior Vice President
and Chief Science Officer” to “Co-Chief Executive Officer and Chief Science
Officer.” Dr. Sinnott shall report directly the Board and shall perform such
other services, duties and responsibilities commensurate with Dr. Sinnott’s
position as may from time to time be assigned by the Board and/or the Audit
Committee of the Board. All other terms and conditions of the
employment agreement remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
On
December 16, 2009, Mannatech entered into a Second Amendment to Employment
Agreement, dated as of December 16, 2009, by and between Mannatech and B.
Keith Clark, Mannatech’s Executive Vice President and Chief Legal Officer. The
amendment amends the Employment Agreement, effective as of October 5, 2007, as
amended by the First Amendment to Employment Agreement, dated as of
December 18, 2008, by and between Mannatech and Mr. Clark, to change
Mr. Clark’s title from “Senior Vice President, Global Chief Legal Officer,
and Corporate Secretary” to “Executive Vice President and Chief Legal
Officer.” All other terms and conditions of the employment agreement
remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
On
December 16, 2009, Mannatech entered into a First Amendment to Employment
Agreement, dated as of December 16, 2009, by and between Mannatech and
Randy S. Bancino, Mannatech’s President Global Business Operations and
Expansion. The amendment amends the Employment Agreement, effective as of
March 2, 2009, by and between Mannatech and Mr. Bancino, to change
Mr. Bancino’s title from “Senior Vice President, Global Business
Operations” to “President Global Business Operations and
Expansion.” All other terms and conditions of the employment
agreement remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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See
disclosure under Item 1.01 of this report, which is incorporated by
reference in this Item 5.02.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Exhibit
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10.1*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Stephen D.
Fenstermacher.
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10.2*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Robert A. Sinnott,
Ph.D.
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10.3*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and B. Keith Clark.
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10.4*
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First
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Randy S.
Bancino.
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*Filed
herewith.
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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MANNATECH,
INCORPORATED
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|||
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Dated:
December 18, 2009
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By:
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/s/
Stephen D. Fenstermacher
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|
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Stephen
D. Fenstermacher
Co-Chief
Executive Officer and Chief Financial
Officer
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|||
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
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10.1*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Stephen D.
Fenstermacher.
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10.2*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Robert A. Sinnott,
Ph.D.
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10.3*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and B. Keith Clark.
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10.4*
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First
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Randy S.
Bancino.
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*Filed
herewith.