Current Report Filing (8-k)
October 16 2014 - 4:45PM
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):
October 15, 2014
Smack Sportswear
(Exact name of registrant as specified in
its charter)
000-53049
(Commission File Number)
Nevada |
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26-0685980 |
(State or other jurisdiction |
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(I.R.S. Employer |
of Incorporation) |
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Identification No.) |
20316 Gramercy Place
Torrance, CA 90501
(Address of principal executive offices)
(310) 787-1222
(Registrant’s telephone number, including
area code)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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.
(c) Appointment of Interim Chief Executive
Officer; Chairman of the Board
As described in the Current
Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2014 (the “Previous 8-K”) by
Smack Sportswear (the “Company”), William Sigler resigned as Chief Executive Officer of the Company, effective September
22, 2014.
On October 15, 2014, in
connection with Mr. Sigler’s resignation the Board of Directors of the Company (the “Board”) designated Doug
Samuelson, the Company’s Chief Financial Officer to serve and perform the functions of the interim Chief Executive Officer
and interim principal executive officer of the Company, until such time as a replacement for Mr. Sigler is named. Mr. Samuelson
will continue to serve as Chief Financial Officer and principal financial officer of the Company while carrying out his additional
responsibilities. Mr. Samuelson’s previous compensation arrangements with the Company will not change in connection with
these new interim appointments.
Mr. Samuelson is
a licensed CPA in California and has over 10 years of experience working for public accounting firms and over 10 years of experience
as a Chief Financial Officer (CFO), Director and Controller for both private and publicly traded companies. Most recently, Doug
was the CFO for two years at Medacta USA, an orthopedic distributor located in Camarillo, California. Before his position at Medacta,
he had his own consulting practice working as a contract CFO and assisting public companies with their Sarbanes-Oxley (SOX) compliance.
From 2005 to 2010, he worked for JH Cohn LLP in their audit and consulting groups in Woodland Hills, California, primarily working
with publicly traded companies with their SOX compliance, but also providing technical accounting and financial reporting guidance
to those companies. He also managed audits for privately held companies. From 2002 to 2005, he worked for the RAND Corporation
in Los Angeles, California, as a Director of Accounting. From 1998 to 2002, he worked for Spirent Communications as their Director
of Accounting in Calabasas, California. From 1992 to 1998, he worked for Arthur Andersen LLP in their audit practice in Los Angeles,
California.
On October 15, 2014, the
Board determined it was in the best interests of the Company to elect Christopher Jenks to the Board and for Mr. Jenks to serve
and perform the functions of the Chairman of the Board. As compensation for his services, Mr. Jenks will receive 750,000 shares
of the Company’s common stock, par value $0.001 per share, and such shares shall vest according to the following schedule:
200,000 shares on December 1, 2014, 200,000 shares on March 1, 2015 and 350,000 shares on August 15, 2015.
Mr. Jenks is currently
the Chief Marketing Officer for Epic Sports Products, Inc., a global baseball training product manufacturing and marketing company.
With over 25 years in the sporting goods industry, Chris has marketing and operating experience with several world class brands
including adidas, Sports Specialties (a division of Nike), Body Glove, and YKK. From 2003 to 2009, Chris was COO of BG Partners,
Body Glove’s US softgoods (apparel, footwear, bags, related accessories) licensing arm. Prior to Body Glove, Chris was Director
of Brand Marketing at adidas America, responsible for all consumer communications. He was also the Director of Marketing for agron,
Inc., the US licensee of adidas accessories. Chris serves on the Board of Directors of Epic Sports Products, Inc. and the Fremont
County Humane Society. Previously, he held roles of Development Chair and Marketing Chair for the UCLA Anderson Alumni Executive
Board. He earned his MBA from UCLA Anderson in 1994 and received his undergraduate degree from the University of Notre Dame in
1989, graduating cum laude.
There are no family relationships
between the Company and Mr. Jenks or Mr. Samuelson. The Company has had no transaction since the beginning of its last
fiscal year, and has no transaction proposed, in which Mr. Jenks or Mr. Samuelson, or any member of their immediate family, has
a direct or indirect material interest.
Mr. Jenks and Mr. Samuelson
have not been a party to any transaction with the Company or its subsidiaries during 2014 of the type required to be disclosed
pursuant to Item 404(a) of Regulation S-K and no such transaction is currently contemplated.
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.
Date: October 16, 2014 |
SMACK SPORTSWEAR |
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/s/ Doug Samuelson |
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Doug Samuelson
Interim Chief Executive Officer and Chief
Financial Officer |
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