Inventure Group, Inc. - Current report filing (8-K)
May 09 2008 - 9:04AM
Edgar (US Regulatory)
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 (Date of earliest event
reported)
May 5, 2008
The Inventure Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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1-14556
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86-0786101
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5050 N. 40
th
St., Suite 300,
Phoenix, AZ
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85018
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(623)
932-6200
(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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
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))
o
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
Eric J. Kufel
On May 9, 2008, the
Company announced the resignation of Eric J. Kufel, the Companys Chief
Executive Officer, effective on May 19, 2008 (the Effective Date), the
date of the Companys 2008 annual meeting of stockholders (the Annual Meeting). The terms of the separation were approved by
the Companys Board of Directors and set forth in a Separation Agreement dated May 5,
2008, which generally provides that:
·
Mr. Kufel will not stand for re-election
to the Board of Directors, and, accordingly, the term of his directorship will
expire immediately following the Annual Meeting;
·
In lieu of any and all payments, benefits and
amounts under Mr. Kufels Executive Employment Agreement dated February 14,
2006, contingent upon Mr. Kufels execution of a release and continued
compliance with non-competition and other restrictive covenants, the Company
will (a) during the 9-month period following the Effective Date, continue
paying Mr. Kufels existing base salary of $35,253.77 per month, and pay
all of the costs of Mr. Kufels COBRA coverage; and (b) extend the
period following the Effective Date during which Mr. Kufel may exercise
Company stock options vested as of the Effective Date from 60 days to 1 year;
and
·
During the 9-month period following the
Effective Date, Mr. Kufel agrees to make himself available at the
reasonable request of the Companys Chief Executive Officer without additional
consideration
A copy of the Separation Agreement is attached
hereto and incorporated by reference herein as Exhibit 99.1.
Terry McDaniel
On May 9, 2008, the
Company announced the appointment of Terry McDaniel, the Companys Chief
Operating Officer, to the position of Chief Executive Officer, effective on May 19,
2008 (the Effective Date), the date of the Companys 2008 annual meeting of
stockholders (the Annual Meeting). In
connection with his appointment:
·
The Companys Board of Directors designated Mr. McDaniel
to fill the vacancy resulting upon the expiration of Mr. Kufels
directorship immediately following the Annual Meeting;
·
The Compensation Committee approved,
effective as of the Effective Date, an increase in Mr. McDaniels annual
base salary to $385,000, an increase in monthly car allowance to $1,000 per
month, and, to the extent that Mr. McDaniel is entitled on termination to
six months severance payments under his previously disclosed Executive
Employment Agreement, and Mr. McDaniel lists the sale of his residence with a
licensed real estate broker during the 6-month severance period and completes
the sale of such residence during the 12-month period following the expiration
of the 6-month severance period at a sale price less than the amount he
initially paid for such residence (net of real estate commissions and other
closing costs), the Company shall reimburse Mr. McDaniel for such loss in
a lump sum payment up to a maximum of $96,250; and
·
The Compensation Committee granted Mr. McDaniel
an option to purchase 200,000 shares of common stock under the Companys 2005
Equity Incentive Plan at an exercise price equal to the closing share price on May 7,
2008. The option will vest over three
years from the date of grant, have a term of five years, and be otherwise
consistent with the Companys Form of Employee Incentive Stock Option
Agreement.
2
Mr. McDaniel is 51 years old and
has served as the Companys Chief Operating
Officer since April 2006. From 2003
to 2006, Mr. McDaniel was President/CEO and Board Member of MSLI Worksite
Benefits, a company that markets voluntary benefits through the worksite, to
Fortune 1000 companies. From 1998 to 2003,
Mr. McDaniel served as President/CEO and Board Member of Wise Foods, Inc. Prior to 1998, Mr. McDaniel served as
Vice President of Sales and Marketing for Wise Foods, Inc., and as Vice
President of Sales for Haagen-Dazs Company, Inc. Prior to these positions, he held sales
leadership positions for companies such as the Nestle Corporation, Tropicana
Products, Inc. and Unilever.
There
is no arrangement or understanding between Mr. McDaniel and any other
person pursuant to which Mr. McDaniel was appointed as Chief Executive
Officer or a member of the Board of Directors.
There are no transactions in which Mr. McDaniel has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Steve Weinberger
To reflect the increased
duties and responsibilities of Steve Weinberger, the Companys Chief Financial
Officer in conjunction with the above-described management transition:
·
The Compensation Committee approved,
effective as of the Effective Date, an increase in Mr. Weinbergers annual
base salary to $265,000, an increase in his monthly car allowance to $1,000 per
month, and, to the extent that Mr. Weinberger is entitled on termination
to six months severance payments under his previously disclosed Executive
Employment Agreement, and Mr. Weinberger lists the sale of his residence with a
licensed real estate broker during the 6-month severance period and completes
the sale of such residence during the 12-month period following expiration of
the 6-month severance period at a sale price less than the amount he initially
paid for such residence (net of real estate commissions and other closing
costs), the Company shall reimburse Mr. Weinberger for such loss in a lump
sum payment up to a maximum of $66,250; and
·
The Compensation Committee granted Mr. Weinberger
an option to purchase 150,000 shares of common stock under the Companys 2005
Equity Incentive Plan at an exercise price equal to the closing share price on May 7,
2008. The option will vest over three
years from the date of grant, have a term of five years, and be otherwise
consistent with the Companys Form of Employee Incentive Stock Option
Agreement.
Item 8.01
Other
Events
On May 9, 2008, the
Company issued a press release announcing the resignation of Eric J. Kufel as
Chief Executive Officer of the Company and the appointment of Terry McDaniel as
Chief Executive Officer of the Company, effective on May 19, 2008, the
date of the Companys 2008 annual meeting of stockholders.
A copy of the Press Release
is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1
Separation Agreement dated May 5, 2008
between the Company and Eric J. Kufel.
Exhibit 99.2
Press release dated May 9, 2008.
3
SIGNATURE
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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The Inventure Group, Inc.
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(Registrant)
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Date
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May 9, 2008
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/s/ Steve Weinberger
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(Signature)
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Steve Weinberger
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Chief Financial Officer
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