form8k.htm
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): November 30,
2009
EMERGING VISION,
INC.
(Exact
name of Registrant as specified in its charter)
|
New York
|
001-14128
|
11-3096941
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
100
Quentin Roosevelt Boulevard
Garden City, New York
11530
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (516) 390-2100
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
5.02.
|
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers.
|
Effective
November 30, 2009, Christopher G. Payan resigned as a director of Emerging
Vision, Inc. (the “Company”). Additionally, as previously disclosed
on a Current Report on Form 8-K dated September 3, 2009, the Company did not
renew Mr. Payan’s employment agreement which expired on November 30,
2009. Effective December 1, 2009, Glenn Spina was appointed as the
Company’s Chief Executive Officer and President and as a Class II Director of
the Company. From early 2009 until joining the Company, Mr. Spina
served as a consultant for new business development for Millennium Holdings, a
U.S. and Japanese based healthcare company. From 2005 through the end
of 2008, Mr. Spina served as the President and Chief Executive Officer of The
Quasar Group, Inc., a company engaged in the business of creating digital
orthotics. From 2004 to 2005, Mr. Spina was the Chief Executive
Officer of Bodyplan Institute LLC, an imaging and radiology
company. Mr. Spina holds a Bachelor’s Degree and a Master’s Degree
from C.W. Post University, where he graduated Summa Cum Laude.
Effective
December 1, 2009, the Company entered into an Employment Agreement (the
“Employment Agreement”) with Mr. Spina to serve as the Company’s Chief Executive
Officer and President and to serve as a Class II Director of the Company during
the term of the Employment Agreement.
Pursuant
to the Employment Agreement, Mr. Spina will be entitled to receive an annual
base salary of $250,000 (the “Base Salary”). Mr. Spina shall also be
entitled to an annual bonus for each calendar year or pro-rata portion thereof
over the term of the Employment Agreement equal to 5% of the Company’s EBITDA
(as defined in the Employment Agreement) that exceeds $2,000,000 (the
“Performance Bonus”). Additionally, subject to the Company’s
shareholders approving the authorization of not less than 50,000,000 additional
shares of Class A Common Stock of the Company (the “Shares”) at the next annual
meeting of shareholders of the Company, Mr. Spina shall be entitled to a
non-qualified stock option pursuant to the Company’s 2006 Stock Incentive Plan
(the “Plan”) to purchase 3,000,000 Shares (the “Stock Option”) having an
exercise price equal to the fair market value of the Shares as of the date of
the grant of the Stock Option. If granted, the Stock Option shall
vest to the extent of 1,000,000 shares on January 1, 2011, 1,000,000 shares on
January 1, 2012 and 1,000,000 shares on January 1, 2013. If granted,
the Stock Option shall be issued in accordance with the terms of the Plan and
shall be subject to such other terms and conditions as the Board of Directors or
the Compensation Committee shall determine. Mr. Spina shall also be
entitled to (i) participate in any pension plans, profit-sharing plans, medical
insurance plans and retirement benefit plans that the Company may maintain for
its executive employees, (ii) reimbursement for certain reasonable out-of-pocket
business expenses, (iii) receive a monthly automobile allowance in an amount not
to exceed $600 and (iv) a one-time relocation allowance in an amount not to
exceed $20,000.
Unless
earlier terminated in accordance with the terms of the Employment Agreement, the
term of the Employment Agreement shall end on December 31, 2012 (the
“Term”). In the event Mr. Spina’s employment is terminated by the
Company without Just Cause (as defined in the Employment Agreement), Mr. Spina
shall be entitled to (i) Base Compensation for the lesser of (x) an amount equal
to 6 months Base Compensation or (y) the number of months until the end of the
Term and (ii) the Performance Bonus, if any, pro rated for the year in which
such termination occurs.
In the
event Mr. Spina’s employment is terminated by the Company with Just Cause (as
defined in the Employment Agreement), he shall have no right to receive
compensation or other benefits for any period after the termination for Just
Cause except those that have accrued through such date.
In the
event of Mr. Spina’s resignation, he shall be entitled to receive the Base
Compensation and any accrued benefits and expenses through the date of
resignation.
Pursuant
to the Employment Agreement, during the Term and for a period of 2 years
following his resignation or the termination of his employment, Mr. Spina is
prohibited from soliciting any of the Company’s employees. Further,
during the Term and for a period of 2 years following his resignation or the
termination of his employment for Just Cause, Mr. Spina is prohibited from
entering into a business relationship with any Company Relationship (as defined
in the Employment Agreement). Lastly, during the Term and for a
period of 1 year following his resignation or the termination of his employment,
Mr. Spina is prohibited from competing with the Company.
The
Employment Agreement also prohibits Mr. Spina from using or disclosing any
confidential information or trade secret of the Company or any of its
subsidiaries.
Mr. Spina does not have any family
relationship with any director or executive officer of the Company and has not
entered into transactions with related persons of the Company since the
beginning of the last fiscal year.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K,
which is incorporated by reference herein.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
EMERGING VISION, INC.
By: /s/Brian P.
Alessi
Brian P.
Alessi
Chief Financial
Officer
Date:
December 4, 2009