UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 30, 2006
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CASTLE BRANDS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-32849 41-2103550
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
570 LEXINGTON AVENUE, 29TH FLOOR
NEW YORK, NEW YORK 10022
(Address of principal executive offices)
(646) 356-0200
(Registrant's telephone number,
including area code)
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(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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
By notice delivered on October 30, 2006, Matthew F. MacFarlane resigned
as Chief Financial Officer of Castle Brands Inc. (the "Company"), effective
October 31, 2006. Mr. MacFarlane had served as the Company's principal
accounting officer.
As of October 31, 2006, Alfred J. Small, the Controller of Castle
Brands (USA) Corp., a wholly-owned subsidiary of the Company ("CB-USA"), was
appointed as the Vice President - Controller of the Company and assumed the role
of principal accounting officer of the Company.
Mr. Small joined CB-USA as Controller in October 2004. From February
1999 until October 2004, Mr. Small served in various professional capacities,
including as a Senior Accountant, at Grodsky Caporrino & Kaufman, CPA PC. Prior
to Grodsky Caporrino, Mr. Small was a Staff Accountant at Bruckner Supply
Company. In addition to being a certified public accountant, Mr. Small received
a bachelor of science from the State University of New York in 1997.
The Company's President and Chief Operating Officer, Keith A.
Bellinger, remains the principal financial officer and, effective October 31,
2006, has assumed the duties of Chief Financial Officer on an interim basis.
Prior to joining the Company in 2005, Mr. Bellinger held multiple executive
positions within Allied Domecq PLC and its subsidiaries, including the position
of Chief Financial Officer of Allied Domecq Spirits USA.
The Company is currently engaged in an active search for a new Chief
Financial Officer.
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.
Date: October 31, 2006
CASTLE BRANDS INC.
By /s/ Keith A. Bellinger
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Name: Keith A. Bellinger
Title: President and Chief Operating Officer
