UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
AURIGA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-26013 | 84-1334687 |
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer |
| Identification No.) |
| 5555 Triangle Parkway, Suite 300 | |
| Norcross, Georgia | 30092 |
| (Address of principal executive offices) | (Zip Code) |
(678) 282-1600
(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 1.01. | Entry Into a Material Definitive Agreement. |
The disclosure responsive to this Item 1.01 is incorporated herein by reference to Item 5.02 below.
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On October 9, 2006, Steve Glover accepted an offer from the Board of Directors (“Board”) of Auriga Laboratories, Inc. (the “Company”) to become a member of the Board. The appointment of Mr. Glover to the Board was taken by the affirmative vote of a majority of the directors of the Board then in office pursuant to Article V, Section 4 of the Certificate of Incorporation of the Company. The appointment of Mr. Glover to the Board is effective on November 1, 2006. Following the effectiveness of Mr. Glover’s appointment to the Board, the Board will consist of four members, with one vacant position.
Mr. Glover will serve on the Company’s Audit and Compensation Committees. As compensation for his service as a director, Mr. Glover will be paid $2,500 per month and reimbursed for his expenses for attending meetings of the Board, both in accordance with the Company’s established practices.
Mr. Glover has entered into the Company’s standard indemnification agreement for directors and officers of the Company, which provides, among other things, that the Company will indemnify Mr. Glover, under the circumstances set forth therein, for defense expenses, damages, judgments, fines and settlements incurred by him in connection with actions or proceedings to which he may be a party as a result of his position as a director of the Company, and otherwise to the full extent permitted under the Company’s bylaws and state law.
As additional consideration for his appointment to the Board, on September 22, 2006, the Board approved the issuance to Mr. Glover of a warrant to purchase 200,000 shares of the Company’s common stock with an exercise price of $1.50, the closing price of the common stock of the Company on the OTC Bulletin Board on September 22, 2006, which is the date on which the warrant was granted to Mr. Glover by the Board (the “Warrant”). The Warrant vests as follows: (a) fifty percent of the Warrant is exercisable on November 1, 2006; and (b) subject to Mr. Glover’s continued service on the Board, 1/48th of the total number of shares of common stock subject to the Warrant shall vest on December 1, 2006, with an additional 1/24th of the total number of shares of common stock subject to the Warrant to vest on the first day of each month thereafter.
The foregoing descriptions of the offer letter to Mr. Glover, the indemnification agreement and the Warrant contained in this Current Report on Form 8-K are qualified in their entirety by reference to the full text of each such document filed herewith.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed herewith: |
| Exhibit | ||
| Number | Document | |
| 10.1 | Offer Letter to Steve Glover dated as of September 25, 2006 (accepted by Mr. Glover on | |
| October 9, 2006). | ||
| 10.2 | Form of Indemnification Agreement between Auriga Laboratories, Inc. and Steve Glover. | |
| 10.3 | Common Stock Warrant granted to Steve Glover on September 22, 2006. |
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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.
| AURIGA LABORATORIES, INC. | |
Date: October 19, 2006 | By: /s/ Philip S. Pesin |
| Philip S. Pesin | |
| Chief Executive Officer |
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