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: February 3, 2010
(Date of
earliest event reported)
VITACOST.COM,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation)
|
001-34468
(Commission
File No.)
|
37-1333024
(IRS
Employer Identification No.)
|
5400
Broken Sound Blvd. NW – Suite 500
Boca
Raton, Florida 33487-3521
(Address
of Principal Executive Offices)
(561)
982-4180
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
[Missing
Graphic Reference]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))
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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
5.02(e). Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On June
30, 2009, Vitacost.com, Inc. (the “Company”) entered into a First Amendment to
Employment, Non-Competition and Proprietary Rights Agreement with Ira Kerker
(the “Kerker Amendment”) and a First Amendment to Employment, Non-Competition
and Proprietary Rights Agreement with Richard Smith (the “Smith
Amendment”). Both the Kerker Amendment and the Smith Amendment are
provided as an exhibit to the Company’s S-1 filed on August 24, 2009, which
became effective as of September 23, 2009. The Kerker Amendment and
the Smith Amendment provided that “[a]t some time during the period of 120 to
150 days following the initial closing of the IPO, the Company’s compensation
committee shall review Employee’s total compensation package and should the
Company determine that it is appropriate to increase any of Employee’s
compensation, then the Company shall increase Employee’s compensation
accordingly.”
On
February 3, 2010, the Board of Directors approved the recommendation of the
Compensation Committee to increase the total compensation packages of each Mr.
Kerker and Mr. Smith based on current market practices. The
changes to the compensation packages are as follows:
Mr. Kerker’s compensation
package: The Board of Directors approved an increase in Mr.
Kerker’s base salary to $280,000. Furthermore, the Board of Directors
approved a quarterly bonus plan whereby Mr. Kerker can earn quarterly bonuses of
up to $70,000 per quarter based on achieving certain goals related to the
Company’s net sales and net income, plus an annual bonus of up to $250,000 based
on achieving certain goals related to the Company’s net income.
Mr. Smith’s compensation
package: The Board of Directors approved an increase in Mr.
Smith’s base salary to $254,000. Furthermore, the Board of Directors
approved a quarterly bonus plan whereby Mr. Smith can earn quarterly bonuses of
up to $35,000 per quarter based on achieving certain goals related to the
Company’s net sales and net income, plus an annual bonus of up to $100,000 based
on achieving certain goals related to the Company’s net
income.
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.
Dated: February
3, 2010
VITACOST.COM,
INC.
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|||
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By:
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/s/ Richard P. Smith | |
Name: Richard P. Smith | |||
Title: Chief Financial Officer | |||