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
November 10, 2010
Date of Report (Date of earliest event reported)
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 001-34611 | 20-2745790 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| | |
| 2424 N Federal Hwy, Suite 208, Boca Raton, FL | 33431 |
| | (Zip Code) |
(561) 276-2239
Registrant's telephone number, including area code
140 NE 4th Avenue, Suite C, Delray Beach, FL 33483
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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 2.02. | Results of Operations and Financial Condition |
On November 10, 2010, Celsius Holdings, Inc (the “Company”) issued a press release reporting its financial results for the three and nine-month periods ended September 30, 2010. A copy of the press release, dated November 10, 2010, announcing these financial results is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
The Company is attaching as Exhibit 99.1 hereto, a copy of a press release, dated November 10, 2010 , announcing its financial results for the three and nine-month periods ended September 30, 2010, which press release is incorporated herein by reference.
On November 11, 2010, the Company held a management conference, via webcast and telephone, to discuss the Company’s financial results for the three and nine-month periods ended September 30, 2010 and certain other matters. A transcription of the conference call performed by Thomson Reuter of the conference call is being furnished herewith as Exhibit 99.2. The full webcast can be listened to via dialing domestically: 877-660-6853 or internationally: 201-612-7415 and entering account code 286 and conference ID number 360326, where it will be available until 11:59 pm on November 18, 2010.. The full webcast can also be listened to until December 10, 2010 by accessing http://www.investorcalendar.com/IC/CEPage.asp?ID=162401
| 99.1 | Press Release dated November 10, 2010 |
| 99.2 | Transcript from conference call on November 11, 2010 |
Limitation on Incorporation by Reference
In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibits, the web cast and information on the website referenced herein) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
Pursuant to the requirements of the Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CELSIUS HOLDINGS, INC. |
| | |
| DATE: November 15, 2010 | By: s/Geary W. Cotton |
| | Geary W. Cotton |
| | Chief Financial Officer |
