Attached files
| file | filename |
|---|---|
| 8-K - Vitacost.com, Inc. | v198812_8k.htm |
| EX-10.38 - Vitacost.com, Inc. | v198812_ex10-38.htm |
| EX-10.37 - Vitacost.com, Inc. | v198812_ex10-37.htm |
Exhibit
99.1
Investor
Contact:
Vitacost.com
Kathleen
Reed
Director
of Investor Relations
561.982.4180
ICR,
Inc.
John
Mills
Senior
Managing Director
310.954.1105
Vitacost.com,
Inc. Announces Appointment of New Independent
Director
and Sets Date for 2010 Annual Meeting
Execution
of Stockholder Agreement and Registration Rights
Agreement
with Great Hill Partners
BOCA
RATON, Fla., October 11, 2010 – Vitacost.com, Inc. (NASDAQ: VITC), a leading
online retailer and direct marketer of health and wellness products, announced
that Michael Sheridan was appointed to the Board of Directors effective
immediately. Mr. Sheridan was also appointed to serve as Chairman of
the Company’s Audit Committee. Mr. Sheridan has over 20 years of
experience working in the high technology and internet industries. Most
recently he was Chief Financial Officer of Mimosa Systems, Inc., an email
archiving software company that was acquired by Iron Mountain, Inc. in February
2010. Prior to Mimosa Systems, Mr. Sheridan served as Chief
Financial Officer for numerous technology and internet companies including:
Playlist, Inc., Facebook, Inc., IGN Entertainment, Inc. and SonicWall, Inc.
He has also served on the Board of Directors of 3Par, Inc., a
publicly-traded provider of data storage systems that was acquired by Hewlett
Packard in September 2010.
In
addition, the Company announced that its 2010 Annual Meeting of Stockholders
will be held on Thursday, December 9, 2010 in Las Vegas, Nevada. In
accordance with applicable Delaware law and the Company's bylaws, the Company's
Board of Directors has fixed November 9, 2010 as the record date for holders of
the Company’s common stock to be eligible to vote at the 2010 Annual
Meeting. The Company intends to nominate for election all incumbent
directors who are currently serving on the Board and is continuing its national
search for additional, qualified, independent outside Directors. As
previously announced, the Company has engaged Spencer Stuart to assist in the
search process. Once the search and Board approval process for
additional independent directors is completed, the Company will reconstitute all
standing committees of the Board. Vitacost expects to convene its
2011 Annual Meeting of Stockholders sometime in the spring of 2011.
Separately,
the Company announced that, upon the recommendation of an Ad Hoc Committee of
the Board and of the Audit Committee of the Board, it has
entered into a Stockholder Agreement with Great Hill Investors, LLC, Great Hill
Equity Partners III, L.P., and Great Hill Equity Partners IV, L.P.,
(collectively, "Great Hill"), whereby Great Hill has agreed to various
restrictions with respect to the voting, transfer and sale of shares
of the Company’s common stock it currently owns and with respect to
any shares it may own in the future in excess of 30% of the Company’s
outstanding common stock. In addition, upon the recommendation of the
Ad Hoc Committee and the Audit Committee, the Company and Great Hill have
entered into a Registration Rights Agreement, which provides Great Hill with
certain demand, incidental and shelf registration rights subject to various
exceptions and qualifications.
About
Vitacost.com, Inc.
Vitacost.com,
Inc. (NASDAQ: VITC) is a leading online retailer and direct marketer of health
and wellness products, including dietary supplements such as vitamins, minerals,
herbs or other botanicals, amino acids and metabolites, as well as cosmetics,
organic body and personal care products, sports nutrition and health foods.
Vitacost.com, Inc. sells these products directly to consumers through its
website, www.vitacost.com, as well as
through its catalogs. Vitacost.com, Inc. strives to offer its customers the
broadest product selection of healthy living products, while providing superior
customer service and timely and accurate delivery.
Additional
Information Regarding the 2010 Annual Meeting of Stockholders and Where to Find
It
In
connection with Vitacost.com Inc.’s solicitation of proxies for use at the
Company’s 2010 Annual Meeting of Stockholders, the Company intends to file a
proxy statement (and related proxy materials) on Schedule 14A with the
Securities and Exchange Commission (the "SEC") and furnish to its stockholders
its proxy statement (and related proxy materials). INVESTORS AND STOCKHOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT VITACOST.COM INC. AND THE 2010 ANNUAL MEETING OF
STOCKHOLDERS. The definitive proxy statement (when it becomes available) will be
mailed to Vitacost.com Inc. stockholders. Investors and stockholders may obtain
a free copy of these documents (when available) and other documents filed by
Vitacost.com Inc. at the SEC’s website at www.sec.gov and at
the Investor Relations section of the Company’s website at www.vitacost.com. The
definitive proxy statement and such other documents may also be obtained for
free from Vitacost.com Inc. by directing such request to Vitacost.com Inc.,
Attention: Kathleen Reed, 5400 Broken Sound Blvd., NW, Suite 500, Boca Raton,
Florida 33487, Telephone: 561-982-4180.
Vitacost.com
Inc. and its directors, director-nominees and executive officers may be deemed
to be participants in the solicitation of proxies from its stockholders in
connection with the 2010 Annual Meeting of Stockholders. Information about
Vitacost.com Inc.’s directors, director-nominees and executive officers will be
set forth in Vitacost.com Inc.’s proxy statement on Schedule 14A, which the
Company intends to file with the SEC and furnish to its
stockholders.