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):  November 3, 2016
 
JRjr33, INC.
(Exact name of registrant as specified in its charter)
 
Florida
001-36755
98-0534701
(State or other jurisdiction of
(Commission File Number)
(IRS Employer Identification No.)
  incorporation or organization)
 
 
 
2950 North Harwood Street, 22nd Floor, Dallas, Texas 75201
(Address of principal executive offices and zip code)
 
(469) 913-4115
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




Item 3.02. Unregistered Sales of Equity Securities.

As disclosed in more detail below, in connection with his appointment as Chief Financial Officer of JRjr33, Inc. (the “Company”), John P. Walker was granted options to purchase an aggregate of 150,000 shares of the Company’s common stock. The stock options granted have an exercise price of $0.87 per share and vest on the following schedule: 50,000 shares vest on the one year anniversary of the date of grant and 50,000 shares vest on each of the two and three year anniversary of the date of grant.

The aforementioned stock 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 of the Company upon exercise of such stock 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.

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2016, the Company appointed John P. Walker as its Chief Financial Officer. Mr. Christopher Brooks, who had previously held the position, resigned in connection with this appointment.

Mr. Walker, age 53, is a CPA with more than 25 years of strategic, operational and financial experience in numerous industries, including consumer products, manufacturing and distribution. He has managed businesses in the Americas, Europe, Asia and Australia, held C-level positions in public and private companies and held the position of CFO for more than 20 years. From November 1, 2006 until July 9, 2015, Mr. Walker served as the Chief Financial Officer and Chief Operating Officer of KidKraft, LP, a Dallas-based global designer and manufacturer of children’s toys and furniture. From July 2015 until the present, Mr. Walker has served as a consultant to various companies, including KidKraft, LP. Mr. Walker was nominated for and awarded 2014 Most Innovative CFO by D Magazine and 2009 International Middle Market Company of the Year by the Dallas Chamber of Commerce. He has an undergraduate degree from Rutgers College and pursued his post graduate work at St. Peters College.

Mr. Walker has agreed to receive an annual base salary of $250,000 with the opportunity to earn, based on his performance, a bonus of up to 50% of his base salary, payable in Company stock or cash. He was also granted 150,000 stock options as discussed above under Item 3.02. Mr. Walker will be entitled to participate in the Company’s health, dental and vision plans for employees, for which contributions are required, receive two (2) weeks paid vacation and will receive severance equal to two (2) weeks plus one (1) additional week for each year of service if his termination is for any reason other for cause.

The information contained in this Item 5.02 regarding the Company’s agreement with Mr. Walker is qualified in its entirety by the copy of the agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Mr. Brooks’ resignation as Chief Financial Officer of the Company did not involve any disagreement with the Company.

Item 9.01 Financial Statements and Exhibits.

10.1 Agreement, dated November 3, 2016, by and between JRjr33, INC. and John P. Walker.
 




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.

 
JRjr33, Inc.
 
 
Date: November 8, 2016
By:
/s/ John P. Rochon
 
 
John P. Rochon
 
 
Chief Executive Officer





Exhibit 10.1
JRjr33, Inc.

November 3, 2016
Mr. John Walker
2469 Cascade Drive
Free Union, VA 22940

Dear John,

It is with a great deal of pleasure we provide this letter to formalize our invitation for you to join us at JRJR 33 INC. We believe you will be a great fit with our culture and what we are building here at JRJR 33, INC. 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 of JRJR 33 INC and Chief Financial Officer of CVSL AG (Switzerland)

Reporting To:    John Rochon, Jr., Founder

Start Date:    Immediate

Salary:
$9,615.38 Bi-weekly pay period (annualized $250,000). Your performance will be evaluated annually in accordance with the company policy.

Bonus:
Up to 50% of base paid in cash or JRJR stock.

Status:
Full-time; Salary Exempt

Benefits:
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:

•
Stock option Program : You will receive 150,000 three year stock options exercisable at current market value on the date of approval of the grant by the Board of Directors, vesting one-third each year for 3 years.

•
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.

•
Disability Coverage : Supplemental short-term and long-term disability coverage is available and requires employee contributions.

•
Time Off :
•
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.
•
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.
•
Holidays : A copy of the 2016 Holiday Schedule will be included with your new hire paperwork.

•
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 and newly eligible employees (part-time and on call employees, who have worked at least 1,000 hours for us during the 12 month period following your hire date or any plan year following your hire date) 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.

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 469-913-4110. Upon acceptance of your offer, we ask you sign and return to Virginia Justice.

Sincerely,
/s/ John P. Rochon, Jr.
John Rochon, Jr.
Founder

cc: Bill Randall, Lead Director & Chairman of Audit Committee

I accept your offer as specified above.
/s/ John P. Walker
John P. Walker