Unassociated Document
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): November 6,
2008
NUTRACEA
(Exact
Name of Registrant as Specified in Charter)
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California
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0-32565
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87-0673375
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5090
N. 40th Street, Suite 400
Phoenix,
AZ
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85018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (602) 522-3000
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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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 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(b) Effective
November 6, 2008, Todd Crow retired as Chief Financial Officer of NutraCea.
Mr.
Crow will continue as a consultant to NutraCea.
Effective
November 11, 2008, Margie Adelman resigned as Senior Vice President of NutraCea.
Ms. Adelman will continue as a consultant to NutraCea.
(c) Effective
November 6, 2008, Olga Hernandez Longan was appointed as Chief Financial Officer
of NutraCea. Ms. Longan, 45, has over 20 years of financial experience in
working with both public and private corporations in financial planning and
analysis, SEC reporting, international finance, corporate mergers and
acquisitions, divestitures and joint ventures. From October 8, 2008 to November
6, 2008, Ms. Longan served as a consultant to NutraCea. From June 2006
to April 2008, Ms. Longan was a partner with Tatum LLC in their Financial
Executive Practice. There she served as interim chief financial officer of
various privately held companies, including Wells Dairy, Inc. and Terlato Wine
Group. From September 2004 to March 2006, Ms. Longan served as Vice President
and Controller of Wal-Mart International. From January 2001 to September 2004,
Ms. Longan served in various positions at Ford Motor Company, including as
Controller of Vehicle Procurement Operations, Chief Financial Officer of Ford
of
Brazil and Controller of Ford’s Customer Service Division North American
Operations. Prior to Ford, Ms. Longan held the position of Chief Financial
Officer and Worldwide Controller of Eaton Corporation’s Automotive Controls
Operations. Ms. Longan holds an MBA, Finance and Accounting/Tax from Mercer
University and a BBA, Finance from Florida Atlantic University.
Ms.
Longan and NutraCea entered into an employment agreement on November 6, 2008
(the “Employment Agreement”). The Employment Agreement has a term ending on
November 6, 2011, with the term extended automatically for successive one-year
terms unless either party notifies the other in writing at least 90 days prior
to the expiration of the then-effective term of such party’s intention not to
renew the Employment Agreement. Pursuant to the Employment Agreement, NutraCea
has agreed to pay Ms. Longan a base annual salary of $230,000, which will
increase annually by the increase in the consumer price index from the prior
year (the “Base Salary”). NutraCea has agreed to pay Ms. Longan a moving expense
reimbursement of up to $40,000. Ms. Longan will be eligible for an annual bonus
of up to her Base Salary as then in effect, as determined by NutraCea’s
Compensation Committee or Board of Directors. Ms. Longan also shall receive
an
automobile allowance of $800 per month.
NutraCea
granted to Ms. Longan stock options to purchase 350,000 and 250,000 shares
of
common stock at an exercise price of $0.70 per share. One-quarter of the
option to purchase the 350,000 shares of common stock shall vest on July 8,
2009, and thereafter 1/12 of the shares shall vest on each successive three
month anniversary from the October 8, 2008 grant date. In the event of a
qualifying change in control (as defined in the Employment Agreement), the
option for the 350,000 shares shall immediately vest. The option to purchase
250,000 shares of common stock shall vest over a two year period beginning
October 8, 2009 in accordance with performance criteria established by the
Board
of Directors prior to the grant. The options expire on October 8,
2013.
If
the
employment of Ms. Longan is terminated by NutraCea without cause (as defined
in
the Employment Agreement) or by Ms. Longan for good reason (as defined in the
Employment Agreement) or upon her death, Ms. Longan (or her estate) shall be
entitled to receive in cash payment an amount equal to all previously accrued
but unpaid compensation (including accrued but unused vacation leave) as of
the
date of such termination, and a lump sum payment equal to the amount of the
Base
Salary that she would have earned if she had remained employed with NutraCea
during the remaining portion of the then-current term.
The
description of the terms of the Employment Agreement does not purport to be
complete and is qualified in its entirety to the full text of the Employment
Agreement, which is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits.
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Description
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10.1
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Employment
Agreement, effective November 6, 2008, by and between NutraCea and
Olga
Hernandez Longan.
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SIGNATURE
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.
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NUTRACEA
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Date:
November 13, 2008
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By: |
/s/ Brad
Edson |
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Brad
Edson |
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Chief
Executive Officer
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(Duly
Authorized Officer)
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