As Seen On TV, Inc. (fka ASTV)

[mick]

maybe ready? 8-k filing/ Current Report Filing (8-k)
Date : 07/08/2014 @ 3:07PM
Source : Edgar (US Regulatory)
Stock : As Seen On Tv, Inc. (QB) (ASTV)
Quote : 0.0754 0.0104 (16.00%) @ 11:22AM

http://ih.advfn.com/p.php?pid=nmona&article=62841556&symbol=ASTV

Current Report Filing (8-k)

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): July 1, 2014





AS SEEN ON TV, INC.

(Exact name of registrant as specified in its charter)


Florida

000-53539

80-0149096

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


14044 Icot Boulevard
Clearwater, Florida 33760
(Address of principal executive offices) (Zip Code)

[phone]
Registrant’s telephone number, including area code

(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:



o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Effective July 1, 2014 (the “Effective Date”), the board of directors of the Company appointed Mark Ethier as Chief Operating Officer and President of the Company. In addition, he has been appointed to serve on the board of directors to fill the recent vacancy on the board. Mr. Ethier most recently served as chief executive officer of Cornerstone Brands Inc. from October 2009 to April 2013. Mr. Ethier served as chief operations officer and executive vice president of HSN Inc. from December 2004 to September 2009 and executive vice president of operations from July 2001 to December 2004. On the Effective Date Company entered into a three year employment agreement with Mr. Ethier. The employment agreement provides for a base salary in the amount of $180,000 per annum, although from the Effective Date through October 31, 2014 the rate shall be reduced to $72,000. Mr. Ethier shall also be entitled to an annual bonus as determined by the board of directors. Furthermore, under the employment agreement, within thirty days following the Effective Date, and subject to approval of the board of directors, Mr. Ethier shall be granted a number of restricted shares of common stock of the Company equivalent to 4% of outstanding shares of the Company (on a fully diluted basis) on the date of grant. Subject to Mr. Ethier’s continued employment in good standing, the grant shall vest in 1/4th increments on each of the first two year anniversaries of the Effective Date, and the final 1/2 vesting on the third anniversary of the Effective Date. The employment agreement provides for ordinary executive benefits and perquisites, and imposes standard non-competition and non-solicitation covenants. The employment agreement also contain a provision which provides that for 360 days following any change in control, the termination or resignation of the officer will be treated as a termination without cause. As such, the officer would be entitled to severance compensation for the remaining compensation left for the term of his employment agreement, and all unvested stock, stock equivalents or stock options would immediately vest in full, free of Company-imposed restrictions.

In addition, effective July 7, 2014 the Company appointed Lee Zoppa as Vice President of Direct Response Marketing. Ms. Zoppa was most recently chief marketing officer at MyLooks, Inc., a cosmetic surgery start up. Previously, Ms. Zoppa served as vice president, marketing and advertising at Hair Club for Men & Women from February 2008 to July 2013.


The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the employment agreement, which is filed as an exhibit to this Current Report on Form 8-K.


Item 7.01
Regulation FD Disclosure.


As disclosed in Item 5.02 above, on July 8, 2014 the Company issued a press release announcing its appointment of Mark Ethier as Chief Operating Officer, President and director and Lee Zoppa as Vice President of Direct Response Marketing. A copy of this press release is included as Exhibit 99.1 to this report. Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01
Financial Statements and Exhibits.


(d)
Exhibits

10.1

Employment Agreement effective July 1, 2014

99.1

Press Release dated July 8, 2014.



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.







As Seen On TV, Inc.




By:

/s/ Dennis W. Healey



Dennis W. Healey



Chief Financial Officer




Date: July 8, 2014


EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”), by and among As Seen On TV. Inc., a Florida corporation (“Company”) and Mark Ethier (“Employee”), is hereby entered into as of July 1, 2014 (the “Effective Date”).
In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound and to supersede all previous employment agreements, hereby agree as follows:
1.
EMPLOYMENT AND DUTIES.
(a)
Subject to the terms and conditions of this Agreement, the Company hereby employs Employee as President and Chief Operating Officer of the Company. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of such position and will report directly to the Chief Executive Officer of the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to paragraph 1(b) hereof, agrees to devote Employee's full business time, attention and efforts to promote and further the business of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company.
(b)
Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee's duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require Employee's services in the operation or affairs of the companies or enterprises in which such investments are made not violate the terms of paragraph 3 hereof. The Company acknowledges that Employee has a continuing relationship to Home Shopping Network, Inc. whereby Employee is receiving severance compensation through September 30, 2014, but Employee has represented that such relationship does not prevent Employee from entering into this Agreement, or from fully complying with the terms hereof.

TERM. The Company employs Employee for a period commencing on the Effective Date and ending on the third anniversary of the date hereof (the “Term”), subject to termination prior to such date pursuant to Section 6 hereof. Sixty (60) days prior to the end of the Term (or any renewal term), either the Company or Employee may give notice to the other of its determination not to renew this Agreement. If a notice of non-renewal is not delivered, this Agreement will automatically continue in effect for a successive two (2) year renewal term subject to termination prior to such date pursuant to Section 5 hereof. If such notice of non-renewal is given by any party, then Employee's employment will terminate at the end of such term (or on such other date as the parties mutually agree).
3.
COMPENSATION. For all services rendered by Employee, the Company shall compensate Employee as follows:

(a)
Base Salary. The base salary payable hereunder to Employee shall equal $180,000 per year, payable on a regular basis in accordance with the Company's standard payroll procedures but not less than monthly, provided however, from the Effective Date until October 1, 2014,

Employee shall be paid base salary at the reduced rate of $72,000. In addition, on at least an annual basis, the Company's Board of Directors (the “Board”), together with the Compensation Committee of the Company's Board, if any, will review Employee's performance and may make additional increases to such base salary if, in its discretion, any such additional increase is warranted.
(b)
Executive Perquisites, Benefits, And Other Compensation. Employee shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:
(i)
Payment of all premiums for coverage for Employee under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, to the extent permitted by law without triggering any penalties or taxes on either the Company or Employee under the Patient Protection and Affordable Care Act and/or Internal Revenue Code. The benefits provided to Employee under this clause (i) shall be at least equal to such benefits provided to executives or employees in similar positions at the Company, and shall include Company-paid health insurance coverage for Employee's family as required by the Patient Protection and Affordable Care Act.
(ii)
Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy.
(iii)
The Company shall provide Employee with other executive perquisites (including, but not limited to, participation in the Company's Long-Term Incentive Plan) as may be available to or deemed appropriate for Employee by the Board and participation in all other Company-wide employee benefits as available from time to time. Notwithstanding, within thirty days following the Effective Date, upon Board approval, Employee shall receive stock options equivalent to 4% of outstanding shares of the Company (on a fully diluted basis) which shall be issued to the Employee following the filing with the SEC of a form S-4 for the conversion of Infusion Brands International, Inc. stock into Company stock. Unless Employee is terminated either pursuant to Paragraph 5 or consistent with the covenants of the Company's Long Term Incentive Plan, such options of Company shares shall vest on the following schedule:

(1)
One Fourth (1/4th) of the total options upon each of the anniversary dates of the Effective Date;
(2)
One Fourth (1/4th) of the total options upon the third anniversary date of the Effective Date.
Employee shall be entitled to 4 weeks of vacation per year in addition to all Federal and religious holidays.


(iv)
Bonus: On not less than an annual basis, the Board of Directors will determine whether the Company will pay you additional incentive bonus based on performance results, at the Board of Directors sole discretion. Specifically, the Company has agreed to include Employee in the Employee Bonus Plan, to be approved by the Board Compensation Committee for 2014, provided however, any annual bonus determined by the Board to be payable to Employee shall be equal to the product of multiplying such Employee bonus by 40%. Such bonus may be in the form of cash, stock