Form 8-K MusclePharm Corp For: Dec 02

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

December 2, 2016

Date of report (date of earliest event reported)

 

MusclePharm Corporation

(Exact name of registrant as specified in its charter)

 

 

Nevada		000-53166		77-0664193
(State or other jurisdictions of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Nos.)

 

4721 Ironton Street, Building A

Denver, Colorado 80239

(Address of principal executive offices) (Zip Code)

 

(303) 396-6100

(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 registrants under any of the following provisions:

 

[  ]	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 5.02

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

 

Appointment of Chief Financial Officer

 

On December 2, 2016, MusclePharm Corporation (the “Company”) issued a press release announcing that, on November 7, 2016, it appointed Peter Lynch as the Chief Financial Officer of the Company beginning on December 1, 2016. In this role, Mr. Lynch will also serve as the Company’s principal financial officer and principal accounting officer. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Mr. Lynch, age 48, previously served as the Chief Financial Officer of Kärcher North America, Inc. since April 2013. Prior to Kärcher North America, Inc., Mr. Lynch served as Vice President, Finance at Gates Corporation from October 2009 to October 2012. Mr. Lynch is a CPA and holds a Bachelor of Science in accountancy from Arizona State University, as well as an Associate Certificate in project management from George Washington University.

 

Mr. Lynch does not have a family relationship with any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings between Mr. Lynch and any other person pursuant to which Mr. Lynch was selected to serve as Chief Financial Officer of the Company. There have been no transactions involving Mr. Lynch that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In connection with his appointment, it is expected that Mr. Lynch will enter into the Company’s standard form of indemnification agreement, the form of which has been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 27, 2012.

Employment Agreement and Other Compensatory Arrangements

 

On November 7, 2016, the Company entered into an offer letter agreement with Mr. Lynch (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Lynch will report to Ryan Drexler, the Company’s Chief Executive Officer and Executive Chairman of the Company’s Board of Directors. The Offer Letter does not provide for a specified term of employment, and Mr. Lynch’s employment will be on an at-will basis and may be terminated by Mr. Lynch or by the Company at any time, with or without cause. Mr. Lynch will receive an annual base salary of $300,000, and will be part of the Company’s bonus program with a yearly bonus potential of $100,000 based on the achievement of mutually agreeable objectives to be determined by Mr. Lynch and his supervisor. Additionally, Mr. Lynch will receive (i) 1% of the outstanding equity in common stock options, priced at the market value as of his hire date and vesting over three years, (ii) a $50,000 signing bonus and (iii) if the Company experiences a change of control, as such term is defined in the Offer Letter, a 12-month severance package and immediate vesting of any unvested options. Mr. Lynch will also be eligible to participate in the Company’s standard benefits package, including a 401(k) retirement account and health, dental, vision and life and disability insurance.

 

The foregoing description of the terms of the Offer Letter does not purport to be a complete description and is qualified in its entirety by reference to the Offer Letter, which is attached hereto as Exhibit 10.1 and is incorporated by reference in its entirety into this Item 5.02.

 

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits

 

Exhibit No.	Description
10.1	Offer Letter, dated as of November 7, 2016, entered into between the Company and Peter Lynch.
99.1	Press Release dated December 2, 2016.

 

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.

 

		MUSCLEPHARM CORPORATION
	By:	/s/ Ryan Drexler
		Name: Ryan Drexler Title: Chief Executive Officer

Date: December 2, 2016

EXHIBIT INDEX

 

Exhibit No.	Description
10.1	Offer Letter, dated as of November 7, 2016, entered into between the Company and Peter Lynch.
99.1	Press Release dated December 2, 2016.

 

 

 

 

 

 

 

 

 

 

EXHIBIT 10.1

November 4, 2016

 

Mr. Peter Lynch

22060 East Arbor Drive

Aurora CO, 80016

 

Dear Peter,

 

We are pleased to offer you the position of Chief Financial Officer ("CFO"). Your annual compensation will be $300,000 paid on the standard pay cycle of the company. As a CFO, you will be a part of the bonus program with a yearly bonus potential of $100,000 based on the achievement on mutually agreeable objectives to be determined between you and your supervisor. As CFO, at this time, you will report to Ryan Drexler, the Executive Chairman of the Board and Interim CEO/President.

Additional Compensation:

·

You will receive l % of the outstanding equity in common stock options, priced at the market value as of you hire date with a vesting schedule:

o

1/3 after one year, and

o

the remaining pro rata quarterly over the following 2 years;

·

$50,000 sign-on bonus which will be payable within five (''5") days from the hire date;

·

If the company experiences change of control, defined as the purchase or sale of

more than 50% of the outstanding equity of the company, you will receive a 12-month severance package as well as an immediate vesting of any unvested options.

 

You will also be eligible to participate in the following MusclePharm benefits:

 

Benefits: Standard MusclePharm provided benefits for full-time employees, currently include the following:

 

•

40l (k) retirement account after Six Months of employment with a 4% company match, MusclePharm enrolls eligible employees on a Monthly basis.

•

Health, Dental, Vision and Life & Disability Insurance (1 month after the l St) MusclePharm covers 100% of the employee' s premium cost, while employee is responsible for 100% of spouse and dependents premium.

•

Three days of sick leave

 

 

 

 

 

 

 

 

 

 

 

 

•

After 90 days you will accrue up to 4 weeks of paid vacation per year.

•

US holidays recognized by MusclePharm are effective immediately

•

$1,000 monthly car allowance

 

 

All employees of MusclePharm are employed at will and, thus, either you or MusclePharm may terminate the employment relationship at any time, with or without cause. In addition, all of the benefits listed above may be changed from time to time, at the sole discretion of MusclePharm.

We are pleased to welcome you to MusclePharm and we look forward to accomplishing great success together. Please sign below to accept this offer and plan to report to work on December 1, 2016.

 

 

Sincerely,

/s/ Sarah Jeffers

Sarah Jeffers

Human Resources Manager

 

 

Acceptance of Job Offer:

 

/s/ Peter Lynch

 

 

Print Name: Peter Lynch

 

 

Date: November 7, 2016

EXHIBIT 99.1

 

December 2, 2016

MUSCLEPHARM ANNOUNCES HIRING OF NEW CHIEF FINANCIAL OFFICER

 

DENVER, CO, December 1, 2016 /PRNewswire/ -- MusclePharm Corporation (OTCQB: MSLP) ("MusclePharm" or the "Company"), a scientifically-driven, performance lifestyle sports nutrition company, today announced the appointment of Peter C. Lynch CPA as the Company’s new Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer.

 

Mr. Lynch has a diversified financial background spanning over 25 years, with financial leadership positions at several large corporations that include Kärcher North America, Inc., Honeywell International Inc. and Gates Corp. Ryan Drexler, MusclePharm's President and Chief Executive Officer, and Chairman of the Board of Directors, said: “We are excited to have Peter join the organization and believe that his proven financial skills will be instrumental in assisting the Company in its continuing efforts to return to profitability and value creation. We are all looking forward to working with Peter.”

 

About MusclePharm Corporation

 

MusclePharm® is a scientifically-driven, performance lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a range of powders, capsules, tablets and gels. Its portfolio of recognized brands includes MusclePharm® Sport Series, Black Label and Core Series, and FitMiss™, which are available in more than 120 countries and over 50,000 retail outlets worldwide. The clinically-proven supplements are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, doctors and universities. MusclePharm is the innovator of the sports nutrition industry. For more information, visit http://www.musclepharm.com. To sign up to receive MusclePharm news via email, please visit http://ir.musclepharmcorp.com/email-alerts.

 

Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as "expects", "anticipates", "intends", "estimates", "plans", "potential", "possible", "probable", "believes", "seeks", "may", "will", "should", "could" or the negative of such terms or other similar expressions. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company's business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company's Quarterly Reports on Form 10-Q and other filings submitted by the Company to the Securities and Exchange Commission, copies of which may be obtained from the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.

 

Investors:

MusclePharm Investor Relations

303-396-6100

[email protected]

 

Or

 

Media:

Brian Casutto

303-396-6100

[email protected]

 

Source: MusclePharm Corporation

 

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