Attached files
| file | filename |
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| EX-99.1 - INERGETICS INC | v177265_ex99-1.htm |
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):
March 8,
2010
MILLENNIUM
BIOTECHNOLOGIES GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
0-3338
(Commission
File
Number)
|
22-1558317
(IRS
Employer
Identification
No.)
|
|
205
Robin Road, Suite 222, Paramus, NJ 07652
(Address
of Principal Executive Offices, including Zip
Code)
|
Registrant's
telephone number, including area code: (908) 604-2500
Not
Applicable
(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 (see General Instruction A.2. below):
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 March
8, 2010, the Company’s Board of Directors appointed Ken
Sadowsky as a member of the Board of Directors. Mr. Sadowsky had
resigned from the Company's board of directors in June 2009 due to the fact that
his position as a note holder and board member, had a foreclosure taken place,
would have represented a potential conflict of interest. Since then,
the Company has converted over 93% of its outstanding debt to equity,
eliminating the then threat of foreclosure and potential conflict of
interest. Mr. Sadowsky was appointed a director because the Board
felt that his experience and contacts in the beverage industry would be a
valuable asset to the Company and its business plan. Mr. Sadowsky
will join Mark Mirken, Michael James, and Benjamin Custodio to make up the
Company’s Board of Directors.
Mr.
Sadowsky, age 47, is a Senior Beverages Advisor for
Verlinvest. Verlinvest is a Brussels based investment holding company
founded by family tied to Interbrew. Interbrew is now ABI (Anheuser
Busch InBev). He was a principal of Atlas Distributing Inc.,
overseeing the non-alcoholic beverage division which he created. The division
was founded in 1987 and sales were $50,000 that year. In 2007 sales
were over $16,000,000 and the total company sales were in excess of $75
million. From September 2008 until June 2009, he was a director of
the Company. He was a director of Energy Brands,
Inc. makers of Glaceau vitaminwater, smartwater, and fruitwater from
2000 to 2006, when that company sold a minority interest to The Tata
Group. Glaceau eventually sold to Coca Cola for over $4.1
Billion. He also does marketing consulting work in the beverage
industry for Fusion5 Marketing Innovations (sold in 2003 to the WPP Group) and
nowinc.net. Prior to forming Atlas's soda division in 1987, Mr. Sadowsky was a
consultant for the Eagle Snack Division of Williams Distributing in Springfield,
MA. He is the Executive Director of NIDA, a group of independent beverage
distributors in the Northeast of the USA who are members of a trade association.
From 1984 until 1986, he was the New England regional manager for California
Cooler, Inc. which was acquired by Brown Forman in 1985. He has served on the
Worcester JCC Health and Physical Education Board (1998 - 2000). He
serves on the Tulane University's School of Liberal Arts Dean's Advisory Council
(2000 - present). He is on the Worcester Academy Board of Visitors
(2008 - present). He serves on the U Mass Memorial Hospital Committee
NICU Unit "Tee Up For Tots." Mr. Sadowsky received a BA from
Tulane University in New Orleans in 1984. Additionally, Mr. Sadowsky
sits on the board of directors of All Market Inc., a private company who are the
makers of Vita Coco coconut water, and Hint Inc., a private company who are the
makers of Hint Water based in San Francisco.
In May
26, 2009, Mr. Sadowsky purchased $291,667 principal amount of outstanding 10%
first senior secured debentures from a debenture holder who was threatening
foreclosure, (the “Senior Secured Notes”). He and the purchasers of
the remaining amount of the debentures refrained from foreclosing to permit the
Company to restructure its outstanding debt. Due to a potential
conflict of interest, he resigned as a member of the Board.
In June
2, 2009, Mr. Sadowsky loaned the Company $308,000 to finance purchase
orders (the
“Purchase Order Note”). The Purchase Order Note boar an interest rate
of 3% per month. The Note was secured by a security agreement and
security interest in all of the assets of the Company and the
Subsidiary. In October 2009, Mr. Sadowsky was repaid $100,000 of the
outstanding principal balance of the Purchase Order Note.
In
November 2009, he converted all of his Senior Secured Notes and the balance of
his Purchase Order Notes into Units of Series F Preferred Stock and a Unit
Note. The Unit Notes is in the principal amount of
$588,422. The Unit Note has a term of 30 months and bear interest at
the rate of 12% per annum. Installments of principal and interest
will commence on the first business day of the calendar quarter following 18
months from November 10, 2009 and quarterly thereafter on the first business day
of each calendar quarter in fixed payments in the amount of $149,295 each until
the maturity date, on which date any remaining principal and interest shall be
due and payable in full. The Unit Note is guaranteed by our
subsidiary, Millennium Biotechnologies, Inc. and secured by a first lien and
security interest in all of the assets of the Company and the
Subsidiary.
In
addition, in November 2009, Mr. Sadowsky purchased $336,875 principal amount of
a Note from a creditor of the Company. He then converted that note
into 962.5 shares of the Company's Series E Preferred Stock.
A copy of
the press release, dated March 8, 2010 related to Mr. Sadowsky joining the
Board is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(c)
Exhibits:
|
|
99.1
|
Press
Release dated March 8, 2010.
|
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: March
11, 2010
| MILLENNIUM BIOTECHNOLOGIES GROUP, INC. | |||
|
|
By:
|
/s/ Mark C. Mirken | |
| Mark C. Mirken, CEO | |||