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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) January 19, 2006
PETMED EXPRESS, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-28827 65-0680967
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1441 S.W. 29th Avenue, Pompano Beach, Florida 33069
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 979-5995
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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 8.01 Other Events
On January 19, 2006, PetMed Express, Inc. was served with a Third
Amended Complaint in the matter of Yali Golan v. Marc Puleo. The case
is now styled Yali Golan v. Marc Puleo and PetMed Express, Inc., Case
No. 03-6132-CA (22), as filed in the Circuit Court of the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida. This action
is based upon allegations by the plaintiff Yali Golan that Dr. Puleo,
who has served as President from our inception until August 1, 2005
and as Chairman of the Board of Directors since our inception in
January 1996, individually entered into a written agreement with the
plaintiff which in pertinent part granted plaintiff 50% of any salary,
stock or stock options received by Dr. Puleo which were not equally
received by plaintiff so long as we remain in business (the so-called
"General Agreement").
In earlier pleadings, testimony and statements to Board members,
Dr. Puleo has denied the validity of the General Agreement and his
purported execution thereof. To date in the litigation, the plaintiff
has failed to produce an original document and has supplied only
photostatic copies as evidence of the purported General Agreement. A
copy of the purported General Agreement has not been found in the
Company's records or those of its attorneys, and the Company and its
attorneys were not informed of the supposed existence of the General
Agreement until after the dispute arose between the plaintiff and Dr.
Puleo.
In earlier rulings prior to our Company being named as a co-
defendant, the court found that the plaintiff was a "promoter" of our
Company since he had been an alleged co-founder. The court ruled that
as the Company had not disclosed the existence of the purported
General Agreement when we filed our registration statement on Form 10-
SB in January 2000, Regulation S-K of the Securities Exchange Act of
1934 prohibited a "promoter" from obtaining an undisclosed benefit
and, accordingly, the purported General Agreement was unenforceable as
to any benefits received by Dr. Puleo after the filing of that
registration statement. The court has not ruled upon the genuineness
of the General Agreement nor has the obligation of Dr. Puleo to comply
with the terms of the purported General Agreement previous to the
filing of our registration statement in January 2000 been adjudicated.
In the Third Amended Complaint the plaintiff now alleges that the
Company's past and continuing failure to disclose the purported
General Agreement in our filings with the SEC has caused the plaintiff
to suffer damages as Dr. Puleo continues to receive benefits from the
Company which plaintiff asserts are subject to the purported General
Agreement and that the plaintiff is not receiving those benefits
because of the Company's alleged failure to disclose the purported
General Agreement. The plaintiff is seeking a judgment against our
Company for specific performance and unspecified damages, pre- and
post-judgment interest, court fees and such other relief as the court
deems appropriate. The Company believes that, based on information
currently available to it, the claims being asserted against it are
factually and legally without merit, and the Company intends to
vigorously defend against such claims including seeking sanctions
against plaintiff and his counsel.
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.
PETMED EXPRESS, INC.
Date: January 19, 2006 By: /s/ Menderes Akdag
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Menderes Akdag,
Chief Executive Officer and President
By: /s/ Bruce S. Rosenbloom
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Bruce S. Rosenbloom,
Chief Financial Officer