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EX-3.1 - CERTIFICATE OF ELIMINATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF - Vitacost.com, Inc.v226624_ex3-1.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:  June 20, 2011
 
(Date of earliest event reported)
 

 
VITACOST.COM, INC.
(Exact name of registrant as specified in its charter)
 

 
Delaware
(State or other jurisdiction of
incorporation)
001-34468
(Commission File No.)
37-1333024
(IRS Employer Identification No.)

5400 Broken Sound Blvd. NW – Suite 500
Boca Raton, Florida 33487-3521
(Address of Principal Executive Offices)

(561) 982-4180
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 

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):
 
£
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 5.03                      Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

As previously announced on a Form 8-K filed on June 16, 2011, Vitacost.com, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of March 24, 2010, between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Agreement”).  The Amendment accelerated the Final Expiration Date of the Company’s Preferred Stock Purchase Rights (the “Rights”) to June 16, 2011.  On June 20, 2011, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating the Certificate of Designation with respect to the Company’s Series A Junior Participating Preferred Stock which was issuable, under certain circumstances, upon exercise of the Rights.  The Certificate of Elimination is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits
   
(d)
Exhibits
   
3.1
Certificate of Elimination of Series A Junior Participating Preferred Stock of Vitacost.com, Inc. dated June 20, 2011.
 
 
 
 

 
 
 

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.
 
Dated:           June 22, 2011
 
 
VITACOST.COM, INC.
     
     
 
By:
/s/ Stephen Markert, Jr.
 
Name:
Stephen Markert, Jr.
 
Title:
Interim Chief Financial Officer

 
 
 

 

 


EXHIBIT INDEX

3.1
Certificate of Elimination of Series A Junior Participating Preferred Stock of Vitacost.com, Inc. dated June 20, 2011.