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EX-99.1 - RBC LIFE SCIENCES, INC. | v192620_ex99-1.htm |
EX-10.1 - RBC LIFE SCIENCES, INC. | v192620_ex10-1.htm |
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): July 31, 2010
RBC Life Sciences, Inc.
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(Exact
name of registrant as specified in its
charter)
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NEVADA
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000-50417
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91-2015186
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2301 CROWN COURT, IRVING,
TEXAS
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75038
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code 972-893-4000
N/A
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(Former
name or former 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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 2.02 Results of
Operations and Financial Condition.
On August
3, 2010, RBC Life Sciences, Inc. (the “Company”) issued a press release
announcing its financial results for the quarter ended June 30,
2010. A copy of the press release is being furnished as Exhibit 99.1
to this Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, this information, including
the exhibit related hereto, shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any disclosure document of the Company, except as
shall be expressly set forth by specific reference in such
document.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
July 31, 2010, Mr. Kenneth L. Sabot retired as Senior Vice President of
Operations of the Company. Mr. Sabot will continue to serve as a
director of the Company. In connection with his retirement, the
Company entered into a consulting arrangement with Mr. Sabot effective August 1,
2010 pursuant to which Mr. Sabot will receive $9,000 per month for consulting
services through January 31, 2011.
Effective
August 1, 2010, Mr. Mark A. Gray was elected to the position of Vice President
of Operations of the Company. Mr. Gray, age 46, served as the
Regional Operations Manager for Berlin Packaging, a full-service supplier of
containers and closures, from 2008 through March 2010, and as Vice President of
Operations for Animal Health International, a distributor of animal health
products in the U.S. and Canada, from 1998 through 2007. From
1991 to 1998, Mr. Gray held several operations management positions with
McKesson Corporation, a pharmaceutical and medical supply
distributor. In connection with his election as Vice President of
Operations, Mr. Gray received a nine-year option to purchase 25,000 shares of
the Company’s common stock at an exercise price of $0.36 per share, which was
the market price of the stock on the date of grant. This option vests
ratably over a five-year period.
Effective
August 1, 2010, the Company entered into an employment agreement with Mr.
Clinton H. Howard to continue to serve as its President and Chief Executive
Officer. Mr. Howard was elected to serve as President and Chief
Executive Officer on June 17, 2010 following the resignation of the Company’s
former President and Chief Executive Officer, and he was being compensated under
a five-year consulting agreement ending December 31, 2013. This consulting
agreement was terminated under the terms of the employment
agreement. Mr. Howard is the Company’s founder and also presently
serves as the Company’s Chairman of the Board of Directors. The
employment agreement has an initial term ending December 31, 2012 and will
automatically renew for an additional one year period upon expiration of the
initial term or any renewal term thereafter unless either party provides notice
of non-renewal at least 60 days prior to the end of the then current
term. Under the employment agreement, Mr. Howard will receive an
annual base salary of $325,000 and an annual automobile allowance of
$9,000. Mr. Howard will also be eligible to participate in any cash
incentive plan adopted by the Company’s Compensation Committee although no such
plan has been adopted for 2010 at this time. The employment agreement
provides that if employment is terminated for certain reasons set forth in the
agreement, which reasons do not include a change of control, the Company will be
required to make a severance payment in an amount equal to the greater of (i)
the remaining compensation due through the end of the then current term or (ii)
one-half of the annual base salary, in addition to other compensation due under
the terms of the agreement.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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10.1
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Employment
Agreement dated August 3, 2010, between RBC Life Sciences, Inc. and
Clinton H. Howard.
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99.1
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Press
release dated August 3, 2010 announcing financial results for the quarter
ended June 30, 2010.
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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.
Date: August
5, 2010
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RBC
Life Sciences, Inc.
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By:
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/s/ Steven E. Brown
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Name:
Steven E. Brown
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Title: Chief
Financial Officer
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Exhibit
Index
Exhibit Number
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Description
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10.1
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Employment
Agreement, dated August 3, 2010, between RBC Life Sciences, Inc. and
Clinton H. Howard
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99.1
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Press
release dated August 3, 2010, announcing financial results for the quarter
ended June 30, 2010
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