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)February 7, 2005
MATRIXX INITIATIVES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| | | |
| 0-27646 | | 87-0482806 |
|
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 4742 N. 24th Street, Suite 455 Phoenix, Arizona | | 85016 |
|
| (Address of Principal Executive Offices) | | (Zip Code) |
(602) 385-8888
(Registrant’s Telephone Number, Including Area Code)N/A
(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 (seeGeneral 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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On February 7, 2005, based on the recommendation of the Compensation Committee, the Board of Directors (“Board”) of Matrixx Initiatives, Inc. (“Company”) approved the following annual base salaries for the Company’s executive officers for 2005:
| | | | | | | |
| Name | | Position | | Base Salary |
| Carl J. Johnson | | Chief Executive Officer, President | | $ | 425,000 | |
| William J. Hemelt | | Chief Financial Officer,
Executive Vice-President of Operations,
Treasurer | | $ | 225,000 | |
| Timothy L. Clarot | | Vice President-Research and Development | | $ | 190,000 | |
| Mike Voevodsky | | Vice President-Marketing | | $ | 180,000 | |
| James A. Marini | | Vice President-Sales | | $ | 145,000 | |
| Lynn A. Romero | | Vice President-Administration,
Secretary | | $ | 120,000 | |
Also, on February 7, 2005, the Compensation Committee recommended and the Board approved the following annual incentive awards to each of the Company’s executive officers for the year ended December 31, 2004:
| | | | | | | | | | | | | |
| Name | | Cash Bonus | | | Restricted Shares (1) | | | Deferred Compensation (2) | |
| Mr. Johnson | | $ | 350,000 | | | $ | 119,700 | | | $ | 95,200 | |
| Mr. Hemelt | | $ | 100,000 | | | $ | 24,000 | | | $ | 26,800 | |
| Mr. Marini | | $ | 80,000 | | | $ | 12,000 | | | $ | 8,800 | |
| Mr. Voevodsky | | $ | 75,000 | | | $ | 12,000 | | | $ | 10,720 | |
| Ms. Romero | | $ | 65,000 | | | $ | 12,000 | | | $ | 7,200 | |
| Mr. Clarot | | $ | 100,000 | | | $ | 24,000 | | | $ | 9,320 | |
| (1) | Reflects the cash amount applied toward the purchase of restricted stock at the closing price per share of the Company’s common stock on NASDAQ on the award date (“Closing Price”). The shares are restricted for three years. |
| (2) | One-third of this amount must be used to acquire restricted shares on the terms disclosed above. The balance of the award may be taken either in restricted shares or in cash, at the discretion of the executive. |
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The annual incentive awards approved were higher than required by the Company’s incentive plan as a result of the Company’s outstanding net sales and net income performance and each executive’s individual performance.
In addition, on February 7, 2005, the Compensation Committee approved the following grants of incentive stock options to each of the executive officers:
| | | | | |
| Name | | Number of Stock Options (1) | |
| Mr. Johnson | | | 40,000 | |
| Mr. Hemelt | | | 20,000 | |
| Mr. Clarot | | | 20,000 | |
| Mr. Voevodsky | | | 10,000 | |
| Mr. Marini | | | 10,000 | |
| Ms. Romero | | | 10,000 | |
| (1) | The options were granted at the Closing Price, have a seven year term, and vest immediately. |
In connection with the new accounting rules regarding stock options, the Compensation Committee approved the immediate vesting of all outstanding stock options previously granted under the Company’s option plans, including those granted to executive officers and directors, for which the option exercise price was above the Closing Price on February 7, 2005. The Board also adopted a requirement that all executive officers of the Company own, by February 2008, the number of shares of the Company’s common stock roughly equal to their 2005 base salary divided by the Closing Price. The Board believes this requirement will more directly align the interests of the Company’s executive officers with the interests of the shareholders.
Item 9.01. Financial Statements and Exhibits
| | | |
| (c) | | Exhibits |
| | 99.1 Form of Option Agreement |
| | 99.2 Form of Restricted Stock Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| | MATRIXX INITIATIVES, INC.
(Registrant)
| |
| | /s/ William J. Hemelt | |
| | William J. Hemelt | |
| | Executive Vice President, Chief Financial
Officer, and Treasurer | |
| |
Date: February 11, 2005
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