Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Certain
Officers and Directors of the Company
Effective August
25, 2008, Mr. Clark A. Marcus resigned as Chief Executive Officer of the
Company. Mr. Marcus will continue as the Company’s Chairman and as a
member of its Board of Directors. In connection with his resignation
as Chief Executive Officer, Mr. Marcus entered into both a Separation Agreement
and a Consulting Agreement with the Company. Pursuant to Mr. Marcus’s
Separation Agreement, the Company will continue to provide Mr. Marcus with
certain benefits for up to 18 months. Mr. Marcus’s Separation
Agreement contains customary representations, mutual releases, covenants and
indemnification provisions by both parties. Pursuant to the
Consulting Agreement, Mr. Marcus will provide the Company with certain
consultation and be paid a one-time payment of $112,000, an annual fee of
$600,000 and receive reimbursement of expenses. The Company will
continue to provide Mr. Marcus with office facilities at its Tampa
office. Mr. Marcus’s Consulting Agreement contains customary
non-compete and confidentiality obligations and contains customary mutual
indemnification provisions. Mr. Marcus’s Consulting Agreement has a
term of one year and is renewable at the mutual consent of the parties for
additional one-year terms.
Also effective
August 25, 2008, Mr. Giuseppe Crisafi resigned as Chief Financial Officer of the
Company and as a Director. Mr. Crisafi did not resign due to any
disagreements with the Company. In connection with his resignation as
Chief Financial Officer, Mr. Crisafi entered into both a Separation Agreement
and a Consulting Agreement with the Company. Pursuant to Mr.
Crisafi’s Separation Agreement, the Company will continue to provide certain
benefits to Mr. Crisafi for up to 6 months, and the agreement also contains
customary representations, mutual releases, covenants and indemnification
provisions by both parties. Pursuant to Mr. Crisafi’s
Consulting Agreement, Mr. Crisafi will provide the Company with certain
consultation services and be paid at an annual rate of $390,748.54, will receive
reimbursement of expenses, and a grant of 500,000 shares of the Company’s Class
A Common Stock. Mr. Crisafi’s Consulting Agreement contains customary
non-compete and confidentiality obligations and contains customary mutual
indemnification provisions. Mr. Crisafi’s Consulting Agreement has a
term of six months.
Also effective
August 25, 2008, Dr. Jerry Katzman, M.D. resigned as the Company’s Chief Medical
Officer and as a Director. Dr. Katzman did not resign due to any
disagreements with the Company. In connection with his resignation as
Chief Medical Officer, Dr. Katzman entered into both a Separation Agreement and
a Consulting Agreement with the Company. Pursuant to Dr. Katzman’s
Separation Agreement, the Company agrees to continue to provide certain benefits
to Dr. Katzman for up to 18 months and the agreement contains customary
representations, mutual releases, covenants and indemnification provisions by
both parties. Pursuant to Dr. Katzman’s Consulting Agreement, he is to be paid
approximately $46,000 in the form of forgiveness of a debt in favor of the
Company and an additional fee payable at an annual rate of $200,000 and
reimbursement of expenses. Dr. Katzman’s Consulting Agreement
contains customary non-compete and confidentiality obligations and contains
customary mutual indemnification provisions. Mr. Katzman’s Consulting
Agreement has a term of one year and is renewable at the mutual consent of the
parties for additional one-year terms.
Also effective
August 25, 2008, Dr. Arnold Finestone, Dr. William Koch, Sharon Kay Ray and
Arthur Yeap resigned as members of the Company’s Board of
Directors. None of these outgoing Directors resigned due to any
disagreements with the Company. Dr. Arnold Finestone, Dr. William
Koch, Sharon Kay Ray and Arthur Yeap will each receive a grant of 50,000 shares
of the Company’s Class A Common Stock.
The
foregoing descriptions of the Separation Agreements between the Company and each
of Messrs. Marcus and Crisafi and Dr. Katzman and the Consulting Agreement
between the Company and Mr. Marcus do not purport to be complete and are
qualified in their entirety by reference to the full text of the Agreements,
which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively,
to this Current Report on Form 8-K and are incorporated herein by
reference.
Appointment of New
Directors of the Company
Effective August
29, the Board of Directors appointed Mr. Guy Norberg, age 48, as a
Director of the Company. Mr. Norberg has been the Company’s Senior
Vice President, Sales and Marketing since June, 2008. Prior to
joining the Company, Mr. Norberg was Vice President, Sales and Marketing of
Protective Marketing Enterprises, Inc. and prior to that he was a founder and
the President of US Health Options / Innovative Health
Benefits. Pursuant to his Employment Agreement with the Company, Mr.
Norberg receives an annual salary of $378,720 and other benefits customarily
provided by the Company to its Officers.
Also effective
August 29, 2008, Mr. Shad Stastney and Mr. Chris Phillips were appointed to the
Board of Directors of the Company by the Company’s Board.
Mr.
Stastney is the Chief Operating Officer and Head of Research for Vicis Capital,
LLC, a company he jointly founded in 2004. Mr. Stastney also jointly founded
Victus Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney
worked with the corporate equity derivatives origination group of Credit Suisse
First Boston, eventually becoming a Director and Head of the Hedging and
Monetization Group, a joint venture between derivatives and equity capital
markets. In 1997, he joined Credit Suisse First Boston’s then-combined
convertible/equity derivative origination desk. From 1994 to 1997, he was an
associate at the law firm of Cravath, Swaine and Moore in New York, in their tax
and corporate groups, focusing on derivatives. He graduated from the University
of North Dakota in 1990 with a B.A. in Political Theory and History, and from
the Yale Law School in 1994 with a J.D. degree focusing on corporate and tax
law.
Mr.
Phillips has been a managing director for Vicis Capital, LLC since February
2008. From 2004 through January 2008, Mr. Phillips served as
President and CEO of Apogee Financial Investments, Inc., a merchant bank that
owns 100% of Midtown Partners & Co., LLC, a FINRA licensed broker-dealer.
From 2000 through January 2008, he also served as managing member of TotalCFO,
LLC, which provides consulting and CFO services to a number of public and
private companies and high net worth individuals. From November 2007
through January 2008 Mr. Phillips served as the CEO and Chief Accounting Officer
of OmniReliant Holdings, Inc. (OTCBB: ORHI). Presently, he is a member of the
Board of Directors OmniReliant Holdings, Inc., Precision Aerospace Components,
Inc. (OTCBB: PAOS) and a few private companies. Mr. Phillips received a B.S. in
Accounting and Finance and a Masters of Accountancy, with a concentration in
Tax, both from the University of Florida. Mr. Phillips is a Florida
CPA.
Vicis
Capital, LLC is the investment advisor to Vicis and has voting and dispositive
power over the securities issued by the Company to Vicis. The
number of securities the Company has issued to Vicis is set forth in previous
filings with the Securities and Exchange Commission by the Company and
Vicis.
Messrs.
Stastney and Phillips will receive the same compensation as other non-employee
directors of the Company.
Appointment of New Officers
of the Company
Mr. Jay
Shafer, previously the Company’s President, was appointed the Company’s
President and Chief Executive Officer effective August 29,
2008. Mr. Shafer continues as a member of the Company’s Board of
Directors.
Mr.
Shafer, age 49, has served as the Company’s President since January 2007 and a
member of its Board since March 2007. Prior to joining the Company,
Mr. Shafer was employed by Protective Marketing Enterprises, Inc., a discount
medical plan organization, as its Chief Executive Officer from 2002 to 2006 and
its Vice President-Business Development from 1997 to 2002. Prior
thereto, Mr. Shafer was Vice President-Financial Services Division of John
Harland Company.
Since Mr.
Shafer was already an Executive Officer of the Company, information regarding
his compensation and the terms of his employment is included under the caption
“Part III—Item 10. Executive Compensation” in the Company’s Form 10-KSB for the
fiscal year ended December 31, 2007 and is incorporated herein by
reference.
Effective August
29, 2008, Mr. G. Scott Smith, age 56, the Company’s Chief Operating Officer
since June, 2008, was appointed the Company’s interim Chief Financial
Officer. Since December 2007, Mr. Smith served as Chief Operating
Officer of LifeGuard. Mr. Smith served as Chief Marketing Officer of
ECOM PPO Advisors Inc., a technology company that assists companies in
maximizing their preferred provider discounts and savings,
from 2006 through
2007. From 2004 to 2006, Mr. Smith served in several senior executive
positions at Insurance Capital Management, Inc., a holding company focusing on
insurance marketing and discount benefit programs, including President and Chief
Executive Officer. Prior to 2004, Mr. Smith served as President and
Chief Executive Officer of National Health Insurance Company, a life health and
annuity insurance company which specialized in health insurance for self
employed individuals and qualified annuities in the 403(b) teachers
market.
Mr.
Smith’s Employment Agreement with the Company, entered into as of June 16, 2008
has a three year term and provides for an annual salary of $250,000, increased
annually by an amount no less than an amont equal to the increase in the
Consumer Price Index for the Dallas, Texas area. In addition, Mr.
Smith is entitled to receive a special bonus in an amont 0.05% of the Company’s
pre-tax profits from the preceding year, up to the first $1,000,000 of such
profits; plus an additional amount equal to 0.75% of the Company’s pre-tax
profits over $1,000,000 and up to $2,000,000, 1% of the Company’s pre-tax
profits over $2,000,000 and up to $4,000,000 and 1.25% of the Company’s pre-tax
profits over $4,000,000. In the event Mr. Smith’s employment is
terminated within 12 months following a change of control, the Company is
required to pay or issue to Mr. Smith in a lump sum (i) accured and unpaid
salary, if any, (ii) accrued but unpaid expenses, if any, (iii) accrued but
unpaid bonuses, if any, (iv) unissued warrants, if any, and (v) the total
compensation which would have been paid to Mr. Smith through the longer of the
remaining term and three years.
In
connection with his employment, Mr. Smith also received a warrant to purchase
1,000,000 shares of the Company’s common stock at $0.38 per share to vest in
four equal annual installments starting on July 1, 2009. Mr. Smith is
also entitled to receive other benefits generally received by other senior
executives of the Company and reimbursement of expenses. Mr. Smith
also entered into a standard Employee Confidentiality Agreement.
The
foregoing description of Mr. Smith’s Employment Agreement, Warrant and Employee
Confidentiality Agreement is qualified in its entirety by reference to the full
text of the Agreements, which are filed as Exhibits 10.7 and 10.8 to the
Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2008 and
are incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed with this Current Report on Form 8-K:
|
Exhibit
No.
|
Description
|
|
|
|
|
10.1
|
Separation
Agreement, dated August 25, 2008, between The Amacore Group, Inc. and
Clark A. Marcus.
|
|
10.2
|
Consulting
Agreement, dated August 25, 2008, between The Amacore Group, Inc. and
Clark A. Marcus.
|
|
10.3
|
Separation
Agreement, dated August 25, 2008, between The Amacore Group, Inc. and
Giuseppe Crisafi.
|
|
10.4
|
Separation
Agreement, dated August 25, 2008, between The Amacore Group, Inc. and
Jerry Katzman, M.D.
|
|
|
|
* * * * *