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 11, 2012 |
Castle Brands Inc.
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(Exact name of registrant as specified in its charter)
| Florida | 001-32849 | 41-2103550 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 122 East 42nd Street, Suite 4700, New York, New York | 10168 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | (646) 356-0200 |
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 11, 2012, Castle Brands Inc. (the "Company") entered into amended employment agreements with each of T. Kelley Spillane, the Company's Senior Vice President-Global Sales, Alfred J. Small, the Company's Senior Vice President, Chief Financial Officer, Treasurer and Secretary, and Mark Andrews, the Company's Chairman, to extend the terms of such agreements to May 1, 2014, May 19, 2014, and May 1, 2014, respectively, and to make other changes set forth in such amendments.
The description of the foregoing employment agreement amendments is qualified in its entirety by reference to the complete text of such documents, which are filed as Exhibits 10.1, 10.2 and 10.3 to this current report on Form 8-K and which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The information set forth in Item 1.01 to this current report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment to Amended and Restated Employment Agreement, dated as of May 11, 2012, by and between Castle Brands Inc. and T. Kelley Spillane.
10.2 Amendment to Amended and Restated Employment Agreement, dated as of May 11, 2012, by and between Castle Brands Inc. and Alfred J. Small.
10.3 Amendment to Third Amended and Restated Employment Agreement, dated as of May 11, 2012, by and between Castle Brands Inc. and Mark Andrews.
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.
| Castle Brands Inc. | ||||
| May 16, 2012 | By: |
/s/ Alfred J. Small
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| Name: Alfred J. Small | ||||
| Title: SVP, CFO, Treasurer & Secretary | ||||
Exhibit Index
Exhibit No.
Description
Amendment to Amended and Restated Employment Agreement, dated as of May 11, 2012, by and between Castle Brands Inc. and T. Kelley Spillane.
Amendment to Amended and Restated Employment Agreement, dated as of May 11, 2012, by and between Castle Brands Inc. and Alfred J. Small.
Amendment to Third Amended and Restated Employment Agreement, dated as of May 11, 2012, by and between Castle Brands Inc. and Mark Andrews.
CASTLE BRANDS INC.
122 East 42nd Street
Suite 4700
New York, NY 10168
May 11, 2012
Mr. T. Kelley Spillane
[address]
Dear Kelley:
This letter agreement constitutes an amendment to the Amended and Restated Employment Agreement dated as of May 2, 2005, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and T. Kelley Spillane (the “Executive”). The Company and Executive wish to amend the Agreement as set forth below. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.
A. Section 3 of the Agreement is amended by deleting the date “May 1, 2012” (as previously amended to be May 1, 2012) and inserting in its place the date “May 1, 2014”.
B. This letter agreement constitutes an amendment to and a modification of the Agreement and shall for all purposes be considered a part of the Agreement. Except as amended hereby, the Agreement is confirmed and ratified in all respects and shall remain in full force and effect.
Please indicate your agreement with the foregoing by countersigning two copies of this letter agreement in the space provided below and returning one of such copies to us.
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Very truly yours,
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CASTLE BRANDS INC.
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By: /s/ Richard J. Lampen
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Richard J. Lampen
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President and Chief Executive Officer
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The foregoing letter agreement
is consented and agreed to as
of the date first above written.
By:
/s/ T. Kelley Spillane
T. Kelley Spillane
CASTLE BRANDS INC.
122 East 42nd Street
Suite 4700
New York, NY 10168
May 11, 2012
Mr. Alfred J. Small
[address]
Dear Al:
This letter agreement constitutes an amendment to the Amended and Restated Employment Agreement dated as of November 13, 2007, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and Alfred J. Small (the “Executive”). The Company and Executive wish to amend the Agreement as set forth below. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.
A. Section 3 of the Agreement is amended by deleting the date “May 19, 2012” and inserting in its place the date “May 19, 2014”.
B. This letter agreement constitutes an amendment to and a modification of the Agreement and shall for all purposes be considered a part of the Agreement. Except as amended hereby, the Agreement is confirmed and ratified in all respects and shall remain in full force and effect.
Please indicate your agreement with the foregoing by countersigning two copies of this letter agreement in the space provided below and returning one of such copies to us.
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Very truly yours,
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CASTLE BRANDS INC.
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By: /s/ Richard J. Lampen
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Richard J. Lampen
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President and Chief Executive Officer
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The foregoing letter agreement
is consented and agreed to as
of the date first above written.
By:
/s/ Alfred J. Small
Alfred J. Small
CASTLE BRANDS INC.
122 East 42nd Street
Suite 4700
New York, NY 10168
May 11, 2012
Mr. Mark Andrews
[address]
Dear Mark:
This letter agreement constitutes an amendment to the Third Amended and Restated Employment Agreement dated as of February 26, 2010 (the “Agreement”), between Castle Brands Inc. (the “Company”) and Mark Andrews (the “Executive”). The Company and Executive wish to amend the Agreement as set forth below. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.
| A. | Section 3 of the Agreement is amended by deleting the date “May 1, 2012” and inserting in its place the date “May 1, 2014”. |
| B. | Section 6(a) of the Agreement is amended to read in its entirety as follows: |
" Termination by the Company . The Company may terminate the employment of Chairman hereunder at any time. Notice of any such termination must be in writing and will be effective one hundred eighty (180) days following receipt by Chairman. In the event that the employment of Chairman is terminated pursuant to this clause (a), the Company will pay to Chairman the amount of all accrued but unpaid Base Salary to the date of such termination, in accordance with the standard payroll practices of the Company as in effect from time to time.”
C. This letter agreement constitutes an amendment to and a modification of the Agreement and shall for all purposes be considered a part of the Agreement. Except as amended hereby, the Agreement is confirmed and ratified in all respects and shall remain in full force and effect.
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Please indicate your agreement with the foregoing by countersigning two copies of this letter agreement in the space provided below and returning one of such copies to us.
Very truly yours,
CASTLE BRANDS INC.
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By: | Richard J. Lampen | ||||
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Richard J. Lampen
President and Chief Executive Officer |
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| The foregoing letter agreement | ||||||
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Mark Andrews
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Mark Andrews
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