Attached files
| file | filename |
|---|---|
| EX-10.2 - George Foreman Enterprises Inc | v198360_ex10-2.htm |
| EX-10.1 - George Foreman Enterprises Inc | v198360_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
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
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(Commission
file number)
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(I.R.S.
employer
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incorporation
or organization)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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.
In the
original Form 8-K filed by George Foreman Enterprises, Inc. (the “Company”) with
the Securities and Exchange Commission on June 4, 2010 (the “Original 8-K”), the
Company attached as Exhibits 10.1 and 10.2, partially redacted copies of the i)
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 and ii) Agreement by and among
George Foreman, United States Pharmaceutical Group, LLC and George Foreman
Ventures, LLC. The Company sought confidential treatment with respect to the
redacted portions of these Agreements. The purpose of this Amendment No. 1 to
the Original 8-K is to furnish complete copies of these Agreements as Exhibits
10.1 and 10.2 hereto, which are incorporated herein by reference.
On May
28, 2010, the 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
complete 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 complete copy of such Agreement is
attached as Exhibit 10.2 hereto and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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.
10.2
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. This Agreement was also agreed to and acknowledged by the
Company by its signature to the Agreement.
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:
October 5, 2010
| 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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