SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 14, 2014
FITLIFE BRANDS, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada |
000-52369 |
20-3464383 |
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(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
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4509 143 rd Street, Suite 1, Omaha, Nebraska 68137 |
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(Address of principal executive offices) |
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(402) 333-5260 |
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(Registrant ’ s Telephone Number) |
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Not Applicable |
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(Former name or 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 (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 1.01 Entry into a Material Definitive Agreement.
See Item 5.02
Item 5.02 Compensatory Arrangements of Certain Officers.
On July 14, 2014, FitLife Brands, Inc. (the “ Company ” ) entered into the second amendment to the Company ’ s employment agreement with John Wilson, the Company ’ s Chief Executive Officer and a member of the Company ’ s Board of Directors, effective July 1, 2014 (the “ Amendment ” ). The Amendment extends the term of Mr. Wilson ’ s employment as the Company ’ s Chief Executive Officer to June 30, 2016, and provides for an annual salary of $265,000 and a $50,000 cash bonus, payable in the event the Company achieves certain milestones set forth in the Amendment. As consideration for entering into the Amendment, Mr. Wilson will receive 100,000 restricted shares of the Company ’ s common stock, par value $0.01 per share, which shares are subject to a three year vesting schedule and issuable under the terms of the Company ’ s 2010 Equity Incentive Plan.
Item 9.01 Exhibits.
See Exhibit Index.
Disclaimer.
The description of Amendment contained herein does not purport to be complete, and is qualified, in its entirety, by reference to the full text of the Amendment, attached hereto as Exhibit 10.1 and incorporated by reference herein.
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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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FITLIFE BRANDS, INC. |
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Date: July 15, 2014 |
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By: |
/s/ Michael Abrams |
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Michael Abrams |
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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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Second Amendment to Employment Agreement by and between John Wilson and FitLife Brands, Inc., dated July 14, 2014. |
July 14, 2014
Mr. John Wilson
Chief Executive Officer
Bond Laboratories, Inc.
4509 S. l 43 rd Street, Suite 1
Omaha, NE 68137
Re: Second Amendment to the Employment Agreement dated December 31, 2009
Dear John:
This letter shall constitute an amendment (the “ Amendment ” ) to the Employment Agreement, dated December 31, 2009, as amended, dated April 13, 2012 (the “ Agreement ” ) by and between FitLife Brands, Inc. (the “ Company ” ) and you ( “ you ” or the “ Executive ” ), and shall modify the Agreement, as expressly set forth below. In the event of any conflict between the terms and provisions of this Amendment and the Agreement, the terms of this Amendment shall govern.
In connection with this Amendment, as additional consideration for the Amendment, the Company shall issue you 100,000 shares of the Company's common stock, which shares shall be restricted, under the terms of the Company ’ s 2010 Equity Incentive Plan ( “ Shares ” ), which Shares shall vest ratably over a three year period beginning July 1, 2015.
In consideration for the foregoing, and other good and valuable consideration, the Company and you agree to amend the Agreement as follows:
Section 3(a) of the Agreement shall be replaced in its entirety with the following:
“ Effective July 1, 2014 through the Termination Date, the Executive's salary shall be $265,000 per annum (the “ Salary ” ), which Salary shall be payable in regular installments in accordance with the Company's general payroll practices and subject to withholding and other payroll taxes. Upon the execution of the Amendment by both parties, the Executive shall be entitled to receive an annual cash bonus equal to $50,000 payable (i) $25,000 in the event the Company achieves a 10% percent increase in revenue (net of any revenue attributable to any acquisitions) measurable from the period July 1, 2014 to July 1, 2015 and each year thereafter; and (ii) $25,000 in the event of the consummation of an acquisition approved by the Board of Directors of the Company during the applicable measuring period. The Salary paid to Executive shall include all perquisites previously paid to Executive as additional compensation under the Agreement (including automobile and healthcare allowances, athletic club membership, home internet access, and other allowances and benefits), the payment for which shall terminate effective June 30, 2014. Notwithstanding the above, Executive shall be reimbursed for expenses attributable to the business use of his cell phone;
In addition, during the Employment Period, the Executive shall be entitled to participate in all employee benefit programs from time to time for which senior executive employees of the Company and its Affiliates are generally eligible. ”
Section 3(d), (e) and (g) of the Agreement shall be replaced in its entirety with “ Intentionally Left Blank ” .
Section 4 (a) of the Agreement shall be amended as follows: “ June 30, 2012 ” in the opening sentence shall be replaced by “ June 30, 2016 ” .
If this Amendment is acceptable, please execute this Amendment in the space set forth below and return an executed copy thereof to the Company.
Sincerely,
FITLIFE BRANDS, INC.
By: /s/ Lewis Jaffe
Name: Lewis Jaffe
Title: Chairman
ACCEPTED AND AGREED TO:
JOHN WILSON
/s/ John Wilson