UNITED STATES
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):
March 24, 2016
JRjr33, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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001-36755
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98-0534701
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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2950 North Harwood Street, 22
nd
Floor, Dallas, Texas 75201
(Address of principal executive offices and zip code)
(469) 913-4120
(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:
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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 1.01. Entry into a Material Definitive Agreement.
On March 24, 2016, JRjr33, Inc. doing business as JRJR Networks (the “Company”) entered into an employment agreement with Christopher L. Brooks (the “Employment Agreement”), to serve as the Company’s Chief Financial Officer. The Employment Agreement provides that Mr. Brooks will be entitled to an annual base salary of $180,000. In addition, Mr. Brooks will be eligible to receive an annual performance bonus of up to twenty five percent (25%) of his base salary, at the discretion of the Board of Directors (the “Board”). The annual bonus will be based upon the Board’s assessment of Mr. Brooks’ performance. In the event his employment is terminated for any reason other than Cause, which is defined in the Employment Agreement as any violation of the Company’s policies, gross negligence, willful neglect and fraud, Mr. Brooks is entitled to receive a severance pay equal to two weeks salary plus one additional week’s salary for each full year of service. The Employment Agreement also provides for the issuance of options exercisable for 50,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
The information contained in this Item 1.01 regarding the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On March 25, 2016, the Board granted under the Company’s 2015 Stock Incentive Plan (the “Plan”) an aggregate of 8,000 shares to a consultant and options to purchase an aggregate of 1,510,000 shares of Common Stock to certain executive officers and employees of the Company, of which 1,320,000 are subject to shareholder approval of an increase in the number of awards available for issuance under the Plan and will be forfeited and null and void if such increase is not approved at the Company’s 2016 Annual Meeting of Shareholders. The stock options granted have an exercise price of $1.12 per share and 190,000 vest on the one year anniversary of the date of grant and the remainder vest 25% on each of the two, three, four and five year anniversary of the date of grant.
The aforementioned shares of Common Stock and options were issued in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and any issuances of shares of Common Stock upon exercise of such options will be made in reliance on the exemption from registration provided by Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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John Rochon Jr., who has served as the Company’s Chief Financial Officer during the past year, is now devoting significant time to his role as leader of the Company’s independent sales networks around the world. Therefore, in order to continue concentrating on providing leadership for the sales networks, Mr. Rochon Jr. is relinquishing the CFO position. On March 24, 2016, the Board appointed Christopher L. Brooks, age 49, to serve as CFO upon the resignation of John Rochon, Jr. from that particular position, effective March 24, 2016.
From January 2014 until September 2015, Mr. Brooks served as the Vice President and Corporate Controller of Transplace, a logistics provider. From March 2013 until January 2014, he served as the Corporate Controller of Heartland Automotive Services, Inc., an operator of 600 franchised Jiffy Lube locations. From 2011 until 2013, he served as a consultant to various companies and from September 2008 until September 2010, he served as the Chief Financial Officer of ASSA Abloy Hospitality. Mr. Brooks is a certified public accountant and has an MBA focused on Information Systems & Finance from the University of Houston and a BBA in accounting from the University of Texas at Austin.
The information contained in Item 1.01 is incorporated herein by reference.
There are no family relationships between Mr. Brooks and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Additionally, other than as set forth herein, there have been no transactions involving Mr. Brooks that would require disclosure under Item 404(a) of Regulation S-K.
On March 28, 2016, Ryan C. Mack resigned as the Company’s Deputy CFO, to be effective April 1, 2016, in order to return to the University of Notre Dame’s Investment Office, where he was previously employed.
On March 25, 2016, certain executive officers of the Company were granted options to purchase shares of Common Stock as follows: John Rochon, Jr., the Company’s Vice Chairman, was granted options to purchase 280,000 shares of Common Stock; Russell Mack, the Company’s Executive Vice President, was granted options to purchase 160,000 shares of Common Stock; and Matt Howe, the Company’s Chief Investment Officer, was granted options to purchase 40,000 shares of Common Stock. The stock options granted to the executive officers expire after ten years and have an exercise price of $1.12 per share and vest as to 25% of the grant on the two, three, four and five year anniversary of the date of grant. The options will be forfeited and null and void if an increase in the number of shares available for grant under the Plan is not approved at the Company’s 2016 Annual Meeting of Shareholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Employment Agreement with Christopher Brooks
99.1 Press Release dated March 29, 2016
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, thereunto duly authorized.
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JRjr33. Inc.
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Date: March 29, 2016
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By:
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/s/ John P. Rochon
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John P. Rochon
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Chief Executive Officer and President
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March 24, 2016
Mr. Chris Brooks
2950 N Harwood St, 22nd Floor
Dallas, TX 75201
Dear Chris,
It is with a great deal of pleasure we provide this letter to formalize our invitation for you to join us at JRJR Networks. We believe you will be a great fit with our culture and what we are building here at JRJR Networks. We believe this is a great opportunity for you to begin making an impact immediately. The details of the offer are:
Position: Chief Financial Officer and Treasurer, JRJR Networks
Reporting To: John Rochon Jr.
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Start Date:
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Target Date: March 24, 2016
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Salary:
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$180,000 annually. Your performance will be evaluated annually in accordance with company policy.
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Variable
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In addition to your base salary, you will be eligible to receive an annual discretionary
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Compensation:
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bonus up to 25% of your base salary. Any bonus paid will be at the discretion of the Board of Directors. The bonus will be contingent on the Company’s overall performance and your personal goals being met. Specific individual goals shall be developed within 90 days of your employment. The company reserves the right to amend or withdraw the bonus, at its absolute discretion.
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Status:
Full-time; Salary Exempt
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Benefits:
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You are eligible to participate in our benefit’s program the first day of the month following your date of hire. The full extent of coverage and your options are explained in the Benefits Guide. Some of the highlights are:
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Stock option Program:
You will receive 50,000 stock options at current market value, vested after three years.
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Continuing Education:
The Company will reimburse fees related to your CPA license and continuing professional education associated with your current position.
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Medical/Dental/Vision/Prescription:
Comprehensive coverage for you and your dependents beginning on the first day of the month following your first day of employment. This coverage is voluntary and employee contributions are required.
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Disability Coverage:
Supplemental short-term and long-term disability coverage is available and requires employee contributions.
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Vacation:
Annually, you will be eligible for two weeks (80) hours of vacation. This is based on your hire date and at a rate of 6.66 hours per month. This will be displayed on your first paycheck.
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Personal Time:
Annually, you are eligible for forty (40) hours of paid personal time off. This is based on your hire date and at a rate of 3.33 hours per month. This will be displayed on your first paycheck.
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Holidays:
A copy of the 2016 Holiday Schedule will be included with your new hire paperwork.
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Retirement Savings Plan (401k):
JRJR Networks provides a 401(k) Retirement Savings Plan for all eligible employees that are age 21 or older. New hires will be automatically enrolled in the plan at a 5% contribution rate.
Employees may choose to make Elective Deferral Contributions of up to 50% of salary or the Internal Revenue Service maximum ($18,000 in 2016) on a before-tax basis by payroll deduction. Also, those 50+ years of age can contribute an additional $6,000 annually.
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In the event your employment is terminated – for any reason other than “For Cause”, you will be eligible for severance pay based on the following formula: 2 weeks plus one additional week for each full year of service. You will not be eligible for severance pay in the event you are terminated “For Cause”. “For Cause includes any violation of our company policy gross negligence, willful neglect and fraud.
This offer is contingent based upon the successful completion of all pre-employment processes which include a background check and may include a physical evaluation and urinary drug screen. Your employment is an at-will basis for an indefinite term. Either you or the Company may discontinue your employment at any time, for any reason with or without cause and with or without notice.
We are very enthusiastic and are excited about the opportunities JRJR has to offer. Once you have had an opportunity to review this information, if there are any questions, please do not hesitate to contact me at 740-828-4012. Upon acceptance of your offer, we ask you sign and return to Sharon Boatwright, HR.
Sincerely,
Sharon Boatwright
Human Resources
I accept your offer as specified above:
/s/ Christopher Brooks
3/24/16
Name Date
JRJR NETWORKS NAMES BROOKS AS CHIEF FINANCIAL OFFICER
For Immediate Release
(Dallas, TX, March 29, 2016) --
JRjr33, Inc. [NYSE MKT: JRJR] doing business as
JRJR Networks,
has appointed Christopher L. Brooks as its Chief Financial Officer.
John Rochon Jr., the company’s Vice Chairman, had served as CFO for the past year. In recent months, Mr. Rochon has shifted most of his time and attention to providing hands-on leadership for the independent sales networks of the companies within JRJR Networks.
“In order to allow me to continue expanding my leadership activities in support of our sales networks, it is time to bring onto our team an experienced CFO to take over that vital role,” said Mr. Rochon. “We’re very pleased to have someone of Chris’ knowledge and background to serve in the crucial role of CFO as our company continues to grow.”
Mr. Brooks is a seasoned financial leader with a strong background in finance and private equity. He has been CFO with Assa Abloy Hospitality and Global Audio Visual; Vice President of Finance for Bank of America’s Home Loan Division as well as Corporate Controller for Transplace and Heartland Automotive Services. Mr. Brooks worked on or led projects at JRJR Networks as well as at Michaels Stores, The Golf Warehouse, Fannie Mae, Caris Life Sciences, 7-11 and Energy Future Holdings.
Much of Mr. Brooks’ career has been spent with multi-entity, multi-location companies with a direct-to-consumer focus, where he has worked with management teams on reporting, analysis, process and strategic business issues.
Mr. Brooks earned his BBA in accounting from the University of Texas and his MBA from the University of Houston. He is a Certified Public Accountant.
About JRJR Networks (
www.jrjrnetworks.com
)
JRJR Networks is a growing platform of direct-to-consumer brands. Within JRJR Networks, each company retains its separate identity, sales force, product line and compensation plan, while JRJR Networks seeks synergies and efficiencies in operational areas. JRJR Networks companies currently include
The Longaberger Company
, a 42-year old maker of hand-crafted baskets and other home decor items;
Your Inspiration At Home
, an award-winning maker of hand-crafted spices and other gourmet food items from around the world;
Tomboy Tools
, a direct seller of tools designed for women;
Agel Enterprises
, a global seller of nutritional products in gel form as well as a skin care line, operating in 40 countries;
Paperly
, which offers a line of custom stationery and other
personalized products;
My Secret Kitchen
, a U.K.-based seller of gourmet food products;
Uppercase Living
, which offers a line of customizable vinyl expressions for display on walls in the home;
Kleeneze
, a 95-year old UK-based catalog seller of cleaning, health, beauty, home, outdoor and a variety of other products, and
Betterware
, a UK-based home catalog seller. JRJR Networks also includes
Happenings
, a lifestyle publication and marketing company.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995
. All statements other than statements of historical fact contained in this press release are forward-looking statements. In some cases forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” or “will” or the negative of these terms or other comparable terminology and include statements regarding our continued growth .
These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others,
our ability to expand leadership activities in support of our sales, our ability to continue to grow, the expected contribution of Mr. Brooks and the other risks outlined under “Risk Factors” in CVSL’s Annual Report on Form 10-K/A for its fiscal year ended December 31, 2014 and
its other filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
