SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 28, 2012
Crumbs Bake Shop, Inc.
(Exact name of registrant as specified in
|(State or other jurisdiction of
||(Commission file number)
|incorporation or organization)
|110 West 40th Street, Suite 2100, New York, NY
|(Address of principal executive offices)
Registrant’s telephone number, including
area code: (212) 221-7105
(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 obligations of the registrant under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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.
On November 28, 2012, Crumbs Bake Shop, Inc.
(“CBS”) issued a press release announcing that Jason Bauer and Mia Bauer, the co-founders of CBS’ operating subsidiary,
Crumbs Holdings LLC (“Holdings” and together with CBS, “Crumbs”), resigned as officers and employees of
Crumbs effective November 28, 2012 to pursue personal endeavors and business ventures. Mr. Bauer served as the Executive Vice President
of Business Development of CBS and Holdings, and Ms. Bauer served as Vice President and Creative Director of CBS and Holdings.
Mr. Bauer also served on the board of directors of CBS and on the board of managers of Holdings, and he also resigned from these
directorships on November 28, 2012. A copy of CBS’ press release is filed herewith as Exhibit 99.1.
In connection his resignation, Mr. Bauer entered
into a Separation Agreement, dated November 28, 2012, with Crumbs (the “Separation Agreement”). The material terms
of the Separation Agreement are as follows:
|·||Crumbs will pay Mr. Bauer all unpaid base salary that has accrued through November 28, 2012.|
|·||Crumbs will make a lump sum cash payment to Mr. Bauer in the amount of $1,000 in exchange for Mr. Bauer’s release of
all claims that he has or may have against Crumbs and its affiliates, except for claims relating to rights to indemnification to
which he may be entitled, directors and officers insurance rights to which he may be entitled, rights to contribution from Crumbs
to which he may be entitled, rights that he may have in his capacity as an equityholder of CBS or Holdings, rights under the Separation
Agreement, and rights to vested employee benefits.|
|·||Crumbs agreed to indemnify Mr. Bauer for his costs and expenses incurred in the event that any of Crumbs’ landlords attempt
to enforce the personal guarantees issued to such landlords by Mr. Bauer.|
|·||Crumbs agreed to release Mr. Bauer from any claims that it has or may have against Mr. Bauer for
recovery of the compensation paid to him during the term of his employment under his Amended
and Restated Employment Agreement, dated as of November 14, 2011, with Crumbs.|
In addition to the foregoing terms, the Separation Agreement
also contains representations, warranties and covenants that are customary for this type of agreement.
The foregoing summary of the Separation Agreement
is intended only as a summary and is qualified in its entirety by the terms of the Separation Agreement, a copy of which will be
filed as an exhibit to the Annual Report on Form 10-K for the year ending December 31, 2012 as required by Item 601(b)(10) of the
Securities and Exchange Commission’s Regulation S-K.
Crumbs entered into a similar agreement with
Ms. Bauer under which it agreed to make a lump sum severance payment of $75,000.
On November 28, 2012, Holdings joined in CBS’
press release discussed in Item 5.02 of this report, which is incorporated herein by reference, to announce that Holdings has appointed
Eric Wesolowski as its Chief Operating Officer.
|Item 9.01.||Financial Statements and Exhibits.
Exhibit 99.1 Press release dated November
28, 2012 (filed herewith).
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.
||CRUMBS BAKE SHOP, INC.|
|Dated: November 29, 2012
||/s/ John D. Ireland|
||John D. Ireland|
Senior Vice President & Chief
||Press release dated November 28, 2012 (filed herewith).|