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 16, 2008
ORANGE 21 INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-51071 | | 33-0580186 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2070 Las Palmas Drive
Carlsbad, California 92011
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (760) 804-8420
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:
| ¨ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 16, 2008, Mark Simo resigned from the Board of Directors (the “Board”) of Orange 21 Inc. (the “Company”). Mr. Simo alleges certain disagreements with the Company concerning, among other things, the compensation for his services as the Company’s Chief Executive Officer from October 2006 through September 2008 and the Company’s business plan and recent activities, as more fully described in his letter of resignation, dated December 16, 2008, attached hereto asExhibit 99.1 (the “Letter”). The Company and the Board dispute all allegations set forth in the Letter.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Letter of resignation by Mark Simo, dated December 16, 2008. |
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, thereunto duly authorized.
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| Dated: December 22, 2008 | | | | ORANGE 21 INC. |
| | | |
| | | | By: | | /s/ Jerry Collazo |
| | | | | | Jerry Collazo |
| | | | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
EXHIBIT NO. | | DESCRIPTION |
| |
| 99.1 | | Letter of resignation by Mark Simo, dated December 16, 2008. |
