Rbc Life Sciences, Inc. - Current report filing (8-K)
December 13 2007 - 8:30AM
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): December 7, 2007
RBC Life Sciences,
Inc.
(Exact name of registrant as
specified in its charter)
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NEVADA
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000-50417
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91-2015186
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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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2301 CROWN COURT, IRVING,
TEXAS
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75038
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
972-893-4000
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N/A
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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:
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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))
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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7,
2007, the Board of Directors of RBC Life Sciences, Inc. (“RBC” or
the “Company”) elected John W. Price to serve as President of the
Company and as a member of the Company’s Board of Directors.
Mr. Price, age
64, joined the Company on October 1, 2007 as Chief Executive Officer of
the Company’s wholly owned medical products subsidiary, MPM Medical, Inc.
From September 2005 through September 2007, Mr. Price served as
President of International Operations for Mannatech, Incorporated, a global
network marketing company engaged in the sale of nutritional supplements. From
2003 to 2005, Mr. Price was President of Price Associates, a business
consulting firm serving a broad range of clients including Herbalife
International Inc., a global network marketing company engaged in the sale of
weight management products, nutritional supplements and personal care products.
From 1997 to 2003, Mr. Price served as Herbalife’s Senior Vice
President of Worldwide Administration, and served as its interim Chief
Information Officer and a key executive to its President. From 1978 to 1995,
Mr. Price served as Vice President of Human Resources for Eli
Lilly & Company, a pharmaceutical manufacturer. Mr. Price
received a B.A. in Psychology and Naval Science from the University of
Washington, in Seattle, Washington, and received his M.B.A. in Marketing from
the California Coast University, in Santa Ana, California. He is a retired U.S.
Navy Commander and an Eagle Scout who continues to serve on the Eagle Scout
Board of Review. Mr. Price served from 2001 to 2005 as a Board Member of
the Direct Selling Education Foundation.
In connection with
his employment by the Company in October 2007, the Company granted
Mr. Price a nine-year option to purchase 200,000 shares of the
Company’s common stock at $0.77 per share, which was the market price of
the common stock on the date of grant. This option vests ratably over a
five-year period.
On December 7,
2007, in connection with his election as President, the Company entered into an
amended and restated employment agreement with Mr. Price. This employment
agreement is for a four-year term with an automatic annual renewal unless
either party provides notice of non-renewal to the other at least 30 days
prior to the end of the applicable employment period.
On
December 11, 2007, the Company entered into amended and restated
employment agreements with two of its currently named executive officers,
Kenneth L Sabot, Senior Vice President-Operations, and Steven E. Brown, Vice
President-Finance and Chief Financial Officer. These employment agreements,
which were approved by the Company’s Compensation Committee, become
effective January 1, 2008 and replace other employment agreements that
expire on December 31, 2007. These employment agreements are for a
two-year term with an automatic annual renewal unless either party provides
notice of non-renewal to the other at least 30 days prior to the end of
the applicable employment period.
Each of the
aforementioned employment agreements provide for a base salary and additional
incentive compensation if certain performance measures set forth in the
employment agreements are met and as determined by the Board of Directors of
RBC in its discretion. Incentive compensation cannot exceed two times the
annual base salary. The annual base salaries for Mr. Price, Mr. Sabot
and Mr. Brown are $290,000, $232,000 and $220,000, respectively. The
employees are also entitled to certain fringe benefits as set forth in the
employment agreements. The employment agreements provide that if the employee
terminates the agreement for good reason, as defined in the agreement, or upon
non-renewal by RBC, the employee shall be entitled to receive severance pay
equal to six months of base salary. If RBC terminates the agreement early, the
employee shall be entitled to receive severance pay equal to the greater of
base salary for the remaining term or six months of base salary plus two weeks
of base salary for each full year of service. If RBC terminates the agreement
as a result of a change in control, as defined below, the employee shall be
entitled to receive severance pay equal to the greater of base salary for the
remaining term or one year of base salary. A change in control is defined as
(i) the acquisition by a beneficial owner, other than by RBC’s Chief
Executive Officer, Clinton H. Howard, of 50% or more of the combined voting
power of RBC’s outstanding securities, (ii) a business combination,
the result of which is that the directors preceding the business combination
cease to constitute a majority of the Board of Directors of the combined
entity, (iii) a business combination, the result of which is that the
shareholders prior to the business combination cease to own 50% or more of the
outstanding voting securities of the combined entity or (iv) the sale or
disposition of all or substantially all of RBC’s assets.
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The description of
the employment agreements contained herein does not purport to be complete and
is qualified in its entirety by reference to the employment agreements, copies
of which are attached hereto as Exhibits 10.1, 10.2, and 10.3 and are
incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
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Employment Agreement, dated December 7,
2007, between RBC Life Sciences, Inc. and John W. Price.
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10.2
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Employment Agreement, dated December 11,
2007, between RBC Life Sciences, Inc. and Kenneth L. Sabot.
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10.3
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Employment Agreement, dated December 11,
2007, between RBC Life Sciences, Inc. and Steven E. Brown.
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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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Date: December 13, 2007
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RBC Life Sciences, Inc.
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By:
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/s/ Steven E. Brown
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Name:
Title:
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Steven E. Brown
Chief Financial Officer
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Exhibit Index
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Exhibit
Number
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Description
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10.1
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Employment Agreement, dated December 7,
2007, between RBC Life Sciences, Inc. and John W. Price.
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10.2
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Employment Agreement, dated December 11,
2007, between RBC Life Sciences, Inc. and Kenneth L. Sabot.
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10.3
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Employment Agreement, dated December 11,
2007, between RBC Life Sciences, Inc. and Steven E. Brown.
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