innovativefood8k010710.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): December 31, 2009
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Innovative
Food holdings, Inc.
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(Exact
name of registrant as specified in its
charter)
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Florida
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0-9376
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20-1167761
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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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3845
Beck Blvd., Suite 805, Naples, Florida
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34114
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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: (239)
596-0204
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
January 6, 2010, the registrant entered into employment agreements with each of
Sam Klepfish, its Chief Executive Officer, and Justin Wiernasz, its
President. The agreements are effective as of January 1, 2010 and
have a term of three years. The annual salary under the agreements
ranges from a base of $151,000 in 2010 and can increase to a maximum of $181,000
in 2012, provided certain revenue targets are met. The agreements
also provide for an annual bonus (payable one-half in cash and one-half in
shares of the registrant’s common stock) ranging from 7% - 50% of base salary
depending upon the amount of incremental year-over-year increase in
revenues. The agreements contain provisions permitting the registrant
to terminate the executives for “cause” as defined in the agreements as well as
restrictions with respect to confidentiality, competition and
solicitation. This abbreviated summary of the agreements is subject
to the actual terms of the agreements, a copy of each of which agreement is
filed herewith as an exhibit.
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
As
disclose above under Item 1.01, the registrant entered into employment
agreements with two of its executive officers containing compensatory
arrangements.
On
December 31, 2009, the registrant’s board of directors, in recognition of the
performance of Justin Wiernasz., the registrant’s President, during 2009,
awarded him a bonus as follows: eight million stock options, with each option
having the right to purchase one share of common stock. The options,
which are exercisable for five years from the date of vesting, shall vest at a
rate of two million options per quarter, on the last day of each quarter of
2010, provided Mr. Wiernasz is still an executive officer of the registrant on
such date. The exercise price of each option shall be an amount equal
to a 20% premium to the closing price of the registrant’s common stock on the
primary market upon which it trades or is quoted (currently the OTC Bulletin
Board) on the last trading day of each quarter, but no lower than a price of
$0.005 per share. .
Effective
December 16, 2009, Whalehaven Capital Fund limited, one of the registrant’s
creditors extended the due date to February 15, 2010 of notes aggregating to
$138,000.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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10.1
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10.2
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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.
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INNOVATIVE FOOD HOLDINGS,
INC. |
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Dated: January
7, 2010
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By:
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/s/
Sam
Klepfish
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Sam
Klepfish |
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CEO |
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Exhibit
Index
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Exhibit
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Description
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10.1
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10.2
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