Attached files
| file | filename |
|---|---|
| 8-K - Vitacost.com, Inc. | v204889_8k.htm |
Exhibit
99.1
Investor
Contact:
Vitacost.com
Kathleen
Reed
Director
of Investor Relations
561.982.4180
Vitacost.com,
Inc. Postpones Annual Meeting; Announces Financial Statements Cannot Be Relied
Upon
BOCA
RATON, Fla., December 7, 2010 –Vitacost.com, Inc. (NASDAQ:VITC), a leading
online retailer and direct marketer of health and wellness products, announced
today, as previously reported in the Company’s Current Report on Form 8-K dated
November 15, 2010, that the Company’s Audit Committee of its Board of Directors
(the “Audit
Committee”), in consultation with its independent professional advisors
and consultants, commenced with the authorization of the full Board of
Directors, an internal review of the methodologies and procedures used by the
Company to calculate the value, for financial reporting purposes, of certain
non-cash stock-based compensation grants and awards to Company employees made
just prior to the completion of the Company’s initial public offering in
September 2009 (the “IPO”), as well as a review of the manner in which certain
non-cash expense items were classified in connection therewith (the “Internal
Review”).
During
the course of the Internal Review, which is ongoing, the Audit Committee and its
advisors discovered certain potential defects in the Company’s corporate
organizational and formation documents and certain corporate transactions that
may not have been authorized in accordance with all requirements of applicable
Delaware corporate law, including, without limitation, certain stock splits and
stock option and other stock issuance transactions effected both prior to and in
connection with the IPO. Accordingly, at this time questions have arisen
regarding the validity of such stock issuance transactions and the potential
impact of such invalidity on the Company’s equity capitalization.
In view
of the foregoing, the Company advises and hereby cautions that its previously
issued financial statements for all financial reporting periods from and after
1994; the audit opinion of McGladry & Pullen, LLP included in, without
limitation, the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, the Company’s Registration Statement on Form S-1 (No. 333-
143926 ) dated September 23, 2009, the Company’s Registration Statement on Form
S-8 (No. 333-164319) dated January 13, 2010, and in all other communications,
public announcements, filings and reports issued by the Company since June 20,
2007, cannot and should not be relied upon, primarily due to uncertainty related
to the Company’s equity capitalization at this time.
The Board
of Directors, the Audit Committee and the Company’s management team are working
with outside professional advisors and consultants to explore proactive remedial
solutions, including certain transactions and either a state judicial proceeding
or the commencement of a prepackaged Chapter 11 reorganization of the Company’s
equity structure. There can be no assurance any such transactions or
remedies can be obtained or will be available to the Company.
In
addition, the Board of Directors has voted to postpone the Company’s 2010 Annual
Meeting of Stockholders previously scheduled to be held on Thursday, December 9,
2010.
About
Vitacost.com, Inc.
Vitacost.com,
Inc. (NASDAQ: VITC) is a leading online retailer and direct marketer of health
and wellness products, including dietary supplements such as vitamins, minerals,
herbs or other botanicals, amino acids and metabolites, as well as cosmetics,
organic body and personal care products, sports nutrition and health foods.
Vitacost.com, Inc. sells these products directly to consumers through its
website, www.vitacost.com, as
well as through its catalogs. Vitacost.com, Inc. strives to offer its customers
the broadest product selection of healthy living products, while providing
superior customer service and timely and accurate delivery.
Forward-Looking
Statements
Except
for historical information contained herein, the statements in this release are
forward-looking and made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
made herein, which include statements regarding the Company’s plan to regain
compliance with NASDAQ’s listing requirements, involve known and unknown risks
and uncertainties, which may cause the Company’s actual results in current or
future periods to differ materially from future results. Those risks
and uncertainties include, among other things, the current global economic
downturn or recession; difficulty expanding its manufacturing and distribution
facilities; significant competition in its industry; unfavorable publicity or
consumer perception of its products on the Internet; the incurrence of material
product liability and product recall costs; inability to defend intellectual
property claims; costs of compliance and its failure to comply with government
regulations; its failure to keep pace with the demands of customers for new
products; disruptions in its manufacturing system, including information
technology systems, or losses of manufacturing certifications; the lack of
long-term experience with human consumption of some of its products with
innovative ingredients; and costs associated with the internal review and
stockholder litigation. Those and other risks are more fully
described in the Company’s filings with the Securities and Exchange Commission,
including the Registration Statement on Form S-1, as amended, filed in
connection with the company’s initial public offering as well as the Company’s
Form 10-K filed for the full year ended December 31, 2009.