form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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)
Blue
Holdings, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other Jurisdiction of Incorporation or Organization)
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000-33297
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88-0450923
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5804
E. Slauson Ave.,
Commerce,
CA 90040
(Address
of Principal Executive Offices and zip code)
(323)
725-5555
(Registrant’s
telephone number, including area code)
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(b) 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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Resignation
and Appointment of Director
On May 5,
2008, Harry Haralambus notified the Registrant’s Board of Directors of his
resignation from the Board of Directors, and the Audit, Compensation and
Governance and Nominating Committees of the Registrant’s Board of Directors, to
pursue other interests.
On May 5,
2008, the Governance and Nominating Committee of the Registrant’s Board of
Directors nominated, and the Registrant’s Board of Directors appointed Keith B.
Hall as a member of the Registrant’s Board of Directors, and of the Audit,
Compensation and Governance and Nominating Committees of the Registrant’s Board
of Directors. On May 5,
2008, Mr. Hall was granted an option to purchase 75,000 shares of the
Registrant's Common Stock exercisable at $0.62 per share and resting 1/3 on the
date of grant with the remaining 2/3 vesting in equal annual installments over
the next two years. Mr. Hall will also receive annual remuneration
of $15,000 for his service on the Registrant’s Board of Directors.
Mr. Hall
brings to the Registrant 30 years of experience in financial analysis,
accounting, investor relations, strategic planning, process redesign and
international operations. He retired last year as the Senior Vice
President and Chief Financial Officer of LendingTree, Inc., a division of
InterActive Corp. (IACI). During his eight years at LendingTree, Mr.
Hall helped lead the company to profitability and raised $150 million in
capital, including overseeing the company’s initial public offering in
2000. Prior to LendingTree, Mr. Hall held chief financial officer
positions with three public companies (Broadway & Seymour, Inc., Loctite
Corporation, and Legent Corporation) that were acquired. He also was
employed for over twelve years in various financial positions of increasing
responsibility at United Technologies Corporation (UTX), including chief
financial officer of Carrier Corporation’s North American
Operations.
Mr. Hall
serves as a member of the Board and is on the Audit Committee for MTM
Technologies, Inc., a leading national provider of innovative IT solutions and
services to Global 2000 and mid-size companies. Mr. Hall also served
as a member of the Board and Chairman of the Audit Committee for Electronic
Clearing House, Inc., a leading provider of electronic payment and transaction
processing services, until its acquisition earlier this year by Intuit, Inc.
(INTU). Mr. Hall is currently a Director and Chairman of the Audit
Committee of NewRiver, Inc., a private Internet company serving the mutual fund
industry. Mr. Hall is on the Board of Trustees of Coe College in
Cedar Rapids, Iowa. He holds an MBA from Harvard Business School and
a Bachelor of Arts degree from Coe College.
Prior to
his appointment as a member of the Registrant’s Board of Directors, Mr. Hall had
no material relationship with the Registrant, and no such relationship is
currently proposed. Mr. Hall has no family relationships with any of
the Registrant’s other directors or executive officers.
On May 8,
2008, the Registrant issued a press release announcing the appointment of Mr.
Hall as a new member of its Board of Directors. A copy of the press
release is being furnished as Exhibit 99.1 to this report and is incorporated
herein by reference.
Appointment
of Chief Financial Officer
On May 5,
2008, the Registrant appointed Eric Hohl as its new Chief Financial
Officer. Mr. Hohl will receive an annual salary of $165,000,
increasing to $175,000 beginning October 1, 2008. Mr. Hohl is also
entitled to receive a guaranteed bonus of not less than $10,000, as adjusted by
the Compensation Committee of the Registrant’s Board of Directors, and paid at
or around March 31, 2009, or the date of the filing of the Registrant’s annual
report on Form 10-K for the year ended December 31, 2008 with the Secrutities
and Exchange Commission. Mr. Hohl is also entitled to receive annual
bonuses based upon the Registrant’s earnings before interest, taxes,
depreciation and amortization, as determined by the Compensation Committee of
the Registrant’s Board of Directors. In the event Mr. Hohl is terminated
without cause after the commencement of his seventh month of employment, but
before the beginning of his thirteenth month of employment, the Registrant has
agreed to pay Mr. Hohl severance in the amount of three months base
salary. In the event Mr. Hohl is terminated without cause after the
commencement of his thirteenth month of employment, the Registrant has agreed to
pay Mr. Hohl severance in the amount of four months base salary. If
Mr. Hohl has been employed for a period greater than 12 months on the date his
termination, Mr. Hohl shall also be entitled to the pro-rata amount of bonuses
earned through the date of termination. The Compensation Committee of
the Registrant’s Board of Directors approved Mr. Hohl’s compensation
package. Mr. Hohl is not party to an employment agreement with the
Registrant.
As an
inducement material to Mr. Hohl’s decision to enter into employment with the
Registrant, the Registrant agreed to grant Mr. Hohl an option to purchase
150,000 shares of the Registrant’s common stock. The option has an
exercise price of $0.62 and will vest over a period of three years, with 50,000
shares vesting on each twelve-month anniversary of the date of
grant. The grant of the option was approved by the Compensation
Committee of the Registrant’s Board of Directors.
Mr. Hohl
has more than 16 years of financial and senior level management experience as
both chief financial officer and chief operating officer of start-ups to $100
million retail, apparel and technology companies. Prior to joining
the Registrant Mr. Hohl served as Executive Vice President and Chief Financial
Officer of Ashworth Inc., where he was responsible for all accounting and
finance functions, including SEC reporting and SOX
compliance. Previously, Mr. Hohl was Chief Financial Officer at ISE
Corporation, where he helped develop and implement short- and long-range
corporate strategies for growth, profitability and control. Mr. Hohl
also served as chief financial officer for Ritz Interactive, Inc. where during
his tenure revenue grew from $19 million to $70 million. Mr. Hohl was
a member of the initial management team of Billabong USA, a surf apparel
company, where he was responsible for many facets of the start up of the
company. Earlier in his career, Mr. Hohl spent six years as one of
the initial members of the senior management team of Mossimo, Inc., guiding the
company through a rapid stage of development. Mr. Hohl, 46, holds an
M.B.A. from the University of Southern California and a B.A. from University of
California, Davis.
Prior to
his appointment as the Registrant’s Chief Financial Officer, Mr. Hohl had no
material relationship with the Registrant. Mr. Hohl has no family
relationships with any of the Registrant’s other directors or executive
officers.
On May 7,
2008, the Registrant issued a press release announcing the appointment of Mr.
Hohl as its new Chief Financial Officer. A copy of the press release
is being furnished as Exhibit 99.2 to this report and is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial statements
of business acquired. Not
applicable.
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(b)
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Pro forma financial
information. Not
applicable.
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(c)
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Shell company
transactions. Not
applicable
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99.1
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Press
Release issued by the Registrant on May 8,
2008.
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99.2
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Press
Release issued by the Registrant on May 7,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Blue Holdings, Inc.
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Blue
Holdings, Inc.
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Date: May
9, 2008
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By:
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/s/ Glenn S. Palmer
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Glenn
S. Palmer
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Chief
Executive Officer and President
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EXHIBIT
INDEX
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Exhibit Number
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Description of Exhibit
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Press
Release issued by the Registrant on May 8, 2008.
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Press
Release issued by the Registrant on May 7,
2008.
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