Attached files
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| EX-10.2 - George Foreman Enterprises Inc | v187457_ex10-2.htm |
| EX-10.1 - George Foreman Enterprises Inc | v187457_ex10-1.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): May 28, 2010
GEORGE
FOREMAN ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-26585
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54-1811721
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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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100 N. Wilkes-Barre Blvd.
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4th Floor
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18702
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Wilkes-Barre, PA
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(Zip code)
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(Address of principal executive offices)
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Registrant’s
telephone number, including area code: (570) 822-6277
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):
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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 1.01. Entry into a
Material Definitive Agreement.
On May
28, 2010, George Foreman Enterprises, Inc. ("Company") and its subsidiary,
George Foreman Ventures, LLC (“Ventures”) entered into an agreement with George
Foreman (“Foreman”) and George Foreman Productions, Inc. (“GFPI”), which
restructures the contractual rights and obligations of the parties. In addition,
Foreman and GFPI exchanged all of their membership interests in Ventures for the
Company’s common stock under the Investor Rights Agreement entered into as of
August 15, 2005. A copy of such Agreement is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
Ventures
entered into another Agreement with Foreman and United States Pharmaceutical
Group, LLC (d/b/a NationsHealth) (“NationsHealth”) on May 28, 2010 pursuant to
which Foreman was appointed as NationsHealth’s exclusive spokesman for core
diabetic supplies and Foreman granted NationsHealth an exclusive worldwide
license to use the Foreman name, likeness, image and signature in connection
with advertising to promote the core diabetic supplies. This Agreement was also
agreed to and acknowledged by the Company. A copy of such Agreement is attached
as Exhibit 10.2 hereto and incorporated herein by reference.
Item
3.02 Unregistered Sales of
Equity Securities.
As
described in Item 1.01 above, on May 28, 2010 Foreman and GFPI entered into an
Agreement in which they elected to exchange all of their membership interests in
Ventures for 1,799,753 shares of the Company’s common stock as provided in the
Investor Rights Agreement entered into as of August 15, 2005.
Item
5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) On
May 28, 2010 George Foreman, the Co-Chairman of the Company and George Foreman,
Jr., a Director of the Company, resigned as members of the Board of Directors
and all other officer positions with the Company. George Foreman and George
Foreman, Jr. also resigned as members of the Board of Managers of Ventures and
from all officer positions. Their decision was not based on any disagreement
with the Company or Ventures.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Agreement
dated May 28, 2010 by and among George Foreman and George Foreman
Productions, Inc. on the one hand and George Foreman Enterprises, Inc. and
George Foreman Ventures, LLC on the other hand (portions omitted pursuant
to request for confidential
treatment).
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10.2
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Agreement
by and among George Foreman, United States Pharmaceutical Group, LLC and
George Foreman Ventures, LLC, which Agreement was signed by George Foreman
Ventures, LLC on May 28, 2010 (portions omitted pursuant to request for
confidential treatment). This Agreement was also agreed to and
acknowledged by the Company by its signature to the
Agreement.
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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 thereunto
duly authorized.
Date: June
4, 2010
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GEORGE
FOREMAN ENTERPRISES, INC.
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By:
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/s/ Jeremy Anderson
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Name:
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Jeremy
Anderson
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Title:
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Chief
Financial Officer
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