UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 13, 2010 |
Vitacost.com
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
001-34468
|
37-1333024
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
5400
Broken Sound Blvd. - NW, Suite 500
|
|
|
Boca
Raton, Florida
|
33487-3521
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(561)
982-4180
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Copies
of all communications to:
Vitacost.com
Inc.
5400
Broken Sound Blvd. - NW, Suite 500
Boca
Raton, Florida 33487-3521
(561)
982-4180
Attention:
Mary Marbach, Esq.
General
Counsel and Secretary
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
R
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.02. Termination
of a Material Definitive Agreement.
On December 13, 2010, Vitacost.com,
Inc. (the “Company”) terminated (a) the Modified and Restated Loan and Security
Agreement, dated July 30, 2008 as amended from time to time, between Wells Fargo
Bank, National Association, as successor-by-merger to Wachovia Bank, National
Association (“Wells
Fargo”) and the Company with an outstanding balance as of December 13,
2010 of $6,313,635; (b) the Promissory Note, dated as of February 14, 2007
, issued by the Company to Wells Fargo in the original principal amount of
$3,360,000, executed in connection with the purchase of land in Lexington, North
Carolina with an outstanding balance as of December 13, 2010 $3,039,638; (c) the
Loan and Security Agreement, dated April 23, 2007 (the “Equipment Loan
Agreement”) between Wachovia Financial Services, Inc. and the Company; (d) that
certain Amended and Restated Promissory Note in the original principal amount of
$1,849,262.97, dated October 11, 2007, executed in connection with the Equipment
Loan Agreement with an outstanding balance as of December 13, 2010 of $710,186;
(e) that certain Amended and Restated Promissory Note in the original principal
amount of $2,617,509, dated December 19, 2007, executed in connection with the
Equipment Loan Agreement with an outstanding balance of December 13, 2010 of
$1,092,631; and (f) certain interest rate swap agreements requiring a payment as
of December 13, 2010 of $463,179. In connection with the termination
of each of the agreements and notes above, the Company repaid in full all of its
obligations then outstanding as of December 13, 2010. No early
termination penalties were incurred by the Company.
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.
| VITACOST.COM INC. | |||
|
Dated: December
17, 2010
|
By:
|
/s/ Stephen E. Markert, Jr. | |
| Stephen E. Markert, Jr. | |||
| Interim Chief Financial Officer | |||