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): | February 1, 2016 |
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
______________________________________________
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 February 1, 2016, Castle Brands Inc. (the "Company") entered into amendments to employment agreements with each of Mark Andrews, the Company's Chairman, John Glover, the Company's Chief Operating Officer, T. Kelley Spillane, the Company's Senior Vice President-Global Sales, and Alfred J. Small, the Company's Senior Vice President, Chief Financial Officer, Treasurer and Secretary. The amendments extend the term of each such agreement for a two-year period to May 1, 2018, March 31, 2018, March 31, 2018 and May 19, 2018, respectively.
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, 10.3 and 10.4 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 Third Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and Mark Andrews.
10.2 Amendment to Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and John Glover.
10.3 Amendment to Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and T. Kelley Spillane.
10.4 Amendment to Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and Alfred J. Small.
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. | ||||
| February 3, 2016 | 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 Third Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and Mark Andrews.
Amendment to Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and John Glover.
Amendment to Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and T. Kelley Spillane.
Amendment to Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between Castle Brands Inc. and Alfred J. Small.
CASTLE BRANDS INC.
122 East 42nd Street
Suite 4700
New York, NY 10168
February 1, 2016
Mr. Mark Andrews
Dear Mark:
This letter agreement constitutes an amendment to the Third Amended and Restated Employment Agreement dated as of February 26, 2010, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and Mark Andrews (the “Executive”). The Company and the 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, 2016” and inserting in its place the date “May 1, 2018”.
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.
Very truly yours,
CASTLE BRANDS INC.
By:
/s/ Richard J. Lampen
Richard J. Lampen
President and Chief Executive Officer
1
The foregoing letter agreement is consented and agreed to as of the date first above written.
| By: |
/s/ Mark Andrews
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Mark Andrews
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CASTLE BRANDS INC.
122 East 42nd Street
Suite 4700
New York, NY 10168
February 1, 2016
Mr. John Glover
Dear John:
This letter agreement constitutes an amendment to the Employment Agreement dated as of January 24, 2008, as previously amended (the “Agreement”), between Castle Brands Inc. (the “Company”) and John Glover (the “Executive”). The Company and the 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 “March 31, 2016” and inserting in its place the date “March 31, 2018”.
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.
Very truly yours,
CASTLE BRANDS INC.
By:
/s/ Richard J. Lampen
Richard J. Lampen
President and Chief Executive Officer
1
The foregoing letter agreement is consented and agreed to as of the date first above written.
| By: |
/s/ John Glover
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John Glover
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CASTLE BRANDS INC.
122 East 42nd Street
Suite 4700
New York, NY 10168
February 1, 2016
Mr. T. Kelley Spillane
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 the 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 “March 31, 2016” and inserting in its place the date “March 31, 2018”.
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.
Very truly yours,
CASTLE BRANDS INC.
By:
/s/ Richard J. Lampen
Richard J. Lampen
President and Chief Executive Officer
1
The foregoing letter agreement is consented and agreed to as of the date first above written.
By:
/s/ T. Kelley Spillane
T. Kelley Spillane
2
CASTLE BRANDS INC.
122 East 42nd Street
Suite 4700
New York, NY 10168
February 1, 2016
Mr. Alfred J. Small
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 the 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, 2016” and inserting in its place the date “May 19, 2018”.
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.
Very truly yours,
CASTLE BRANDS INC.
By:
/s/ Richard J. Lampen
Richard J. Lampen
President and Chief Executive Officer
1
The foregoing letter agreement is consented and agreed to as of the date first above written.
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/s/ Alfred J. Small
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Alfred J. Small
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2