Attached files
| file | filename |
|---|---|
| EX-99.1 - Vitacost.com, Inc. | v199398_ex99-1.htm |
| EX-10.39 - Vitacost.com, Inc. | v199398_ex10-39.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: October 19, 2010
(Date of
earliest event reported)
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VITACOST.COM,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-34468
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37-1333024
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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5400
Broken Sound Blvd. NW – Suite 500
Boca
Raton, Florida 33487-3521
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(Address
of Principal Executive Offices)
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(561)
982-4180
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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))
¨ 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 August
19, 2010, Vitacost.com, Inc. (the “Company”) terminated Richard P. Smith from
his position as Chief Financial and Accounting Officer of the Company, effective
immediately.
On August
19, 2010, the Company issued a press release announcing such termination and
that the Board of Directors of the Company appointed Stephen E. Markert, Jr. to
serve as its interim Chief Financial Officer, effective
immediately. Mr. Markert, 59, has more than 35 years of financial
experience, primarily in public companies and was most recently with Tatum, LLC,
a national financial services firm providing interim Chief Financial Officer
services. Mr. Markert was a Partner at Tatum for over three years,
and served as interim Chief Financial Officer at Jet Plastica, a $150 million
private equity owned manufacturing and distribution company, and at Foamex
International, a $1.2 billion public manufacturing company, among other
clients. Prior to that, from 1995 to 2005, Mr. Markert served as Vice
President Finance, Chief Financial Officer at C&D Technologies, Inc., a $500
million global manufacturer and distributor where he directed a multi-national
finance and IT staff. Mr. Markert is a CPA and holds a B.S. in
Accounting and an M.B.A. in Finance from LaSalle University.
In
consideration for Mr. Markert’s employment, the Company will pay Mr. Markert an
annual salary equal to Two Hundred Thirty Five Thousand Dollars ($235,000)
during the Term of Employment (as defined in the Employment
Agreement). Mr. Markert will also be entitled to receive up to Two
Thousand Dollars ($2,000) per month for living expenses. There are no
other arrangements or understandings pursuant to which Mr. Markert was selected
as interim Chief Financial Officer. There are no family relationships
among any of our directors, executive officers and Mr.
Markert. Except as disclosed above, the Company is not aware of any
relationships or transactions in which Mr. Markert has or will have an interest,
or was or is a party, requiring disclosure under Item 404(a) of Regulation
S-K.
The
foregoing summary of Mr. Markert’s Employment Agreement with the Company does
not purport to be complete and is qualified in its entirety by reference to the
Employment Agreement, which is attached hereto as Exhibit 10.39 and is hereby
incorporated by reference into this Item 5.02. A copy of the press release
announcing Mr. Markert’s appointment as interim Chief Financial Officer and Mr.
Smith’s departure is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits.
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10.39
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Employment
Agreement dated October 19, 2010, between the Company and Stephen E.
Markert, Jr.
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99.1
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Press
Release issued by the Company, dated October 19,
2010.
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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 hereunto
duly authorized.
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VITACOST.COM,
INC.
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Dated: October
19, 2010
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By:
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/s/ Stephen E. Markert,
Jr.
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Stephen
E. Markert, Jr.
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Interim
Chief Financial Officer
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EXHIBIT
INDEX
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10.39
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Employment
Agreement dated October 19, 2010, between the Company and Stephen E.
Markert, Jr.
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99.1
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Press
Release issued by the Company, dated October 19,
2010.
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