Attached files
| file | filename |
|---|---|
| EX-99.2 - Vitacost.com, Inc. | v194482_ex99-2.htm |
| EX-99.1 - Vitacost.com, Inc. | v194482_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: August 16, 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)
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
2.02
|
Results
of Operations and Financial
Condition.
|
On August
16, 2010, Vitacost.com, Inc. (the “Company”) issued a press release containing
its results of operations and financial condition for the second quarter ended
June 30, 2010. The press release is furnished as Exhibit 99.1 to this Form 8-K
and is incorporated into this Item 2.02 by reference.
The
information under Item 2.02 and Exhibit 99.1 in this Form 8-K is being furnished
and shall not be deemed “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information under Item 2.02 and Exhibit 99.1 in this Form 8-K
shall not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as amended, except as shall be
expressly set forth in any such filings.
|
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.
|
On August 16, 2010, the Company and Ira
P. Kerker mutually agreed to the immediate termination of Mr. Kerker’s
employment as the Company’s Chief Executive Officer. Also on August
16, 2010, Mr. Kerker resigned as a member of the Board of Directors of the
Company.
On August 16, 2010, the Board of
Directors appointed Jeffrey J. Horowitz as the Company’s interim Chief Executive
Officer. Mr. Horowitz’s term as interim Chief Executive Officer will
terminate upon the Board of Director’s selection of a permanent Chief Executive
Officer. The Company expects that the financial and other terms of
Mr. Horowitz's employment as interim Chief Executive Officer will be finalized
over the next two weeks and, when finalized, the Company will report such terms
in an amendment to this Report on Form 8-K. Until the terms of Mr.
Horowitz’s employment are finalized, Mr. Horowitz will continue to receive
compensation pursuant to a consulting agreement (“Consulting Agreement”) with
the Company. The Company issued a press release on August 3, 2010
disclosing the terms and conditions of the Consulting Agreement.
On August
3, 2010, the Company issued a press release announcing that the Board of
Directors appointed Jeffrey J. Horowitz to serve as a director of the Company
until the next annual meeting of stockholders and until his successor is duly
elected and qualified, effective as of such date. As a result of Mr.
Horowitz’s appointment as interim Chief Executive Officer, Mr.
Horowitz will receive no compensation for his services as a
director. Mr. Horowitz will, however, be reimbursed for the
out-of-pocket expenses incurred in connection with the provision of his services
as a director.
Mr. Horowitz, age 63, founded Vitamin
Shoppe, Inc. in 1977 and oversaw the retail expansion from one store in 1977 to
over 200 stores in 11 states. In addition, Mr. Horowitz expanded
Vitamin Shoppe’s business by establishing a catalog to solicit mail order sales
in 1981 and pioneered the online vitamin sales industry in 1998 with the launch
of VitaminShoppe.com. Mr. Horowitz also led Vitamin Shoppe during its
initial public offering on the NASDAQ stock market in 1999. Over the
past five (5) years, Mr. Horowitz has been pursuing personal
interests.
The
Company is not aware of any relationships or transactions in which Mr. Horowitz
has or will have an interest, or was or is a party, requiring disclosure under
Item 404(a) of Regulation S-K.
A copy of
the press announcing the termination of Mr. Kerker as Chief Executive Officer,
Mr. Kerker’s resignation from the Board of Directors and the appointment of Mr.
Horowitz as interim Chief Executive Officer is filed as Exhibit 99.2 and is
hereby incorporated by reference into this Item 5.02.
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Item
9.01
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Financial
Statements and Exhibits
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|
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(d)
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Exhibits
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99.1 Press
Release dated August 16, 2010, announcing results of operations and financial
condition for the second quarter ended June 30, 2010.
99.2 Press
Release dated August 16, 2010, announcing the termination of Mr. Kerker as Chief
Executive Officer, Mr. Kerker’s resignation from the Board of Directors and the
appointment of Mr. Horowitz as interim Chief Executive Officer.
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: August
17, 2010
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VITACOST.COM,
INC.
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By:
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/s/ Richard P. Smith | |
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Name:
Richard
P. Smith
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Title:
Chief
Financial Officer
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