Attached files
| file | filename |
|---|---|
| EX-10.1 - Vystar Corp | v180852_ex10-1.htm |
| EX-10.2 - Vystar Corp | v180852_ex10-2.htm |
| EX-99.1 - Vystar Corp | v180852_ex99-1.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) January 4,
2010
VYSTAR
CORPORATION
(Exact
name of registrant as specified in its charter)
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Georgia
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000-53754
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20-2027731
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3235 Satellite Blvd., Building 400, Suite 290,
Duluth GA
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30096
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (770)
965-0383
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-
12)
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o
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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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o
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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 DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(a) On
January 4, 2010, Vystar entered into an employment agreement with Matthew Clark
to continue to serve as Vystar’s Vice President of Technical Sales. Prior to the
entering into of this agreement, Mr. Clark had been serving under an oral
agreement. The term of the agreement is effective until terminated by
either party in accordance with the terms of the agreement. Under the agreement,
Mr. Clark receives a base salary of $85,000 per year, as such base salary may be
adjusted by the Board, and an annual bonus as determined by sales targets and
objectives to be determined by the Compensation Committee; provided, that no
cash bonus is payable to Mr. Clark on any date unless he is employed by the
Company on that date. Additionally, Mr. Clark is entitled to receive
commission payments of five percent (5%) of the gross profit earned by the
Company, less any refunds or credits the Company extends, for all sales of
Company products made in the applicable months and/or for all licensing sales
and/or royalty payments received by the Company for the use of the Company’s
technology by another manufacturer. Mr. Clark’s employment agreement is
terminable at will by the Company for cause or without cause as defined in the
agreement. However, if Mr. Clark’s employment is terminated by Vystar without
cause, Vystar is obligated to pay Mr. Clark compensation earned through the date
of termination plus a severance payment equal to three (3) months base salary
plus any earned commissions or bonuses, plus employee benefits from the date of
termination payable as if he had remained an employee of the Company. If Mr.
Clark is terminated for cause or he terminates the employment agreement without
cause, he is only entitled to compensation through the date of
termination.
(b) On
April 8, 2010, Vystar entered into an employment agreement with Jack W.
Callicutt to serve as Vystar’s Chief Financial Officer. The term of
the agreement is effective until terminated by either party in accordance with
the terms of the agreement. Under the agreement, Mr. Callicutt receives a base
salary of $125,000 per year, as such base salary may be adjusted by the Board,
and an annual bonus as determined by the Compensation Committee and the
Company’s CEO in their sole discretion. Additionally, on April 12,
2010, Mr. Callicutt was granted options to purchase 200,000 shares at an
exercise price of $1.75 per share, the market price of Vystar’s stock on the
date of grant. The options vest 50,000 at the expiration of a 120 day
probationary period, and 50,000 on April 8, 2011, 2012 and 2013. Mr. Callicutt’s
employment agreement is terminable at will by the Company for cause or without
cause as defined in the agreement. However, if Mr. Callicutt’s employment is
terminated by Vystar without cause after the first year of Mr. Callicutt’s
employment, Vystar is obligated to pay Mr. Callicutt compensation earned through
the date of termination plus a severance payment equal to three (3) months base
salary, plus group health insurance from the date of termination payable as if
he had remained an employee of the Company. If Mr. Callicutt is terminated for
cause or he terminates the employment agreement without cause, he is only
entitled to compensation through the date of termination.
Prior to
joining Vystar as Chief Financial Officer, Mr. Callicutt, age 43, served as
Chief Financial Officer of IVOX, Inc., an Atlanta, GA based technology enabled
transportation risk management company, from April 2008 through September
2009. Mr. Callicutt served as Vice President and Chief Financial
Officer of Tikvah Therapeutics, a privately held biotechnology company in
Atlanta, GA, from August 2007 through March 2008. Prior to
joining Tikvah, Mr. Callicutt was employed by Corautus Genetics, Inc., a
publicly traded biotechnology company based in Atlanta, GA, from August 2003
through June 2007, most recently serving as Senior Vice President – Chief
Financial Officer. During his career, Mr. Callicutt has completed
several private placements and convertible debt offerings. Mr.
Callicutt also negotiated and completed merger and acquisition transactions in
addition to being responsible for all financial, risk management and
administrative functions. Prior to joining Corautus,
Mr. Callicutt spent 14 years with Deloitte, an international public
accounting firm, the last six years as an audit senior manager primarily
focusing on technology companies. Mr. Callicutt is a Certified Public
Accountant and graduated, with honors, from Delta State University with degrees
in Accounting and Computer Information Systems. Mr. Callicutt has
served on several boards of non-profit organizations.
(c) On
April 12, 2010, Vystar’s Board of Directors, upon the recommendation of the
Compensation Committee, adopted the following compensation arrangements for its
executive officers (other than for Jack W. Callicutt, Vystar’s new Chief
Financial Officer, which are described above):
William Doyle (Chairman, Chief
Executive Officer and President)
Base
Salary: remains the same at $185,000 for 2010, 2011 and
2012.
Cash
Bonuses:
2010
- In the event the Company’s earnings before interest, taxes, depreciation and
amortization (“EBITDA”) is equal to or greater than $500,000 for the fourth
quarter of 2010, cash bonus equal to 100% of base salary. In the
event that the Company’s EBITDA for the fourth quarter 2010 is between $450,000
and $499,999, cash bonus of 50% of base salary.
2011
- In the event the Company’s EBITDA is equal to or greater than $5,000,000 for
the 2011 fiscal year, cash bonus equal to 100% of base salary. In the
event that the Company’s EBITDA for the 2011 fiscal year is between $4,500,000
and $4,999,999, cash bonus of 50% of base salary.
2012
- In the event the Company’s EBITDA is equal to or greater than $10,000,000 for
the 2012 fiscal year, cash bonus equal to 100% of base salary. In the
event that the Company’s EBITDA for the 2012 fiscal year is between $9,000,000
and $9,999,999, cash bonus of 50% of base salary.
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Stock
Options: Options to purchase 300,000 shares of common
stock at $2.00 per share, vesting in equal 100,000 increments based on
achieving the EBITDA milestones set forth above under Cash Bonuses, the
50% incremental vesting being inapplicable. If any goal is
missed in any year, the goal may be made up in the subsequent year if the
aggregate EBITDA for the Company for the two fiscal periods is equal to or
greater than the aggregate EBITDA goal for those two fiscal
periods.
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Sandra
Parker (Executive Vice President Sales and Marketing) and Matthew Clark (Vice
President Technical Sales)
Base
Salary: $125,000 (Ms. Parker) and $85,000 annually (Mr.
Clark) (no change from 2009).
Cash
Bonuses:
None.
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Stock
Options: For each executive officer, options to purchase
75,000 shares of common stock at $2.00 per share, vesting in equal 25,000
increments based on achieving the EBITDA milestones set forth above for
William Doyle -
Stock
Options.
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Item
9.01
FINANCIAL STATEMENTS AND EXHIBITS
10.1 Employment
Agreement between Matthew Clark and Vystar Corporation dated January 4,
2010.
10.2 Employment
Agreement between Jack W. Callicutt and Vystar Corporation dated April 8,
2010.
99.1 Press
Release issued by Vystar Corporation dated April 13, 2010, with respect to the
appointment of Jack W. Callicutt as Vystar’s Chief Financial
Officer.
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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VYSTAR
CORPORATION
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April
13, 2010
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By:
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/s/ William R.
Doyle
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William
R. Doyle
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Chairman,
President and
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Chief
Executive Officer
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