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): December 16, 2009
MANNATECH,
INCORPORATED
(Exact
Name of Registrant as Specified in its Charter)
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Texas
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000-24657
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75-2508900
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(State
or other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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600
S. Royal Lane, Suite 200
Coppell,
Texas 75019
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
Telephone Number, including Area Code: (972) 471-7400
_________________________________________________
(Former
name or former address, if change 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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
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 1.01.
Entry into a Material Definitive Agreement.
On
December 16, 2009, Mannatech, Incorporated (“Mannatech”) entered into a
Second Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech and Stephen D. Fenstermacher, Mannatech’s Co-Chief
Executive Officer and Chief Financial Officer. The amendment amends the
Employment Agreement, effective as of October 5, 2007, as amended by the Second
Amendment to Employment Agreement, dated as of December 18, 2008, by and
between Mannatech and Mr. Fenstermacher, to change Mr. Fenstermacher’s
title from “Executive Vice President and Chief Financial Officer” to “Co-Chief
Executive Officer and Chief Financial Officer.” Mr. Fenstermacher shall report
directly the Board of Directors of the Company (the “Board”) and shall perform
such other services, duties and responsibilities commensurate with Mr.
Fenstermacher’s position as may from time to time be assigned by the Board
and/or the Audit Committee of the Board. All other terms and
conditions of the employment agreement remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
On
December 16, 2009, Mannatech entered into a Second Amendment to Employment
Agreement, dated as of December 16, 2009, by and between Mannatech and
Robert A. Sinnott, Ph.D, Mannatech’s Co-Chief Executive Officer and Chief
Science Officer. The amendment amends the Employment Agreement, effective as of
October 5, 2007, as amended by the Second Amendment to Employment Agreement,
dated as of December 18, 2008, by and between Mannatech and
Dr. Sinnott, to change Dr. Sinnott’s title from “Senior Vice President
and Chief Science Officer” to “Co-Chief Executive Officer and Chief Science
Officer.” Dr. Sinnott shall report directly the Board and shall perform such
other services, duties and responsibilities commensurate with Dr. Sinnott’s
position as may from time to time be assigned by the Board and/or the Audit
Committee of the Board. All other terms and conditions of the
employment agreement remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
On
December 16, 2009, Mannatech entered into a Second Amendment to Employment
Agreement, dated as of December 16, 2009, by and between Mannatech and B.
Keith Clark, Mannatech’s Executive Vice President and Chief Legal Officer. The
amendment amends the Employment Agreement, effective as of October 5, 2007, as
amended by the First Amendment to Employment Agreement, dated as of
December 18, 2008, by and between Mannatech and Mr. Clark, to change
Mr. Clark’s title from “Senior Vice President, Global Chief Legal Officer,
and Corporate Secretary” to “Executive Vice President and Chief Legal
Officer.” All other terms and conditions of the employment agreement
remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
On
December 16, 2009, Mannatech entered into a First Amendment to Employment
Agreement, dated as of December 16, 2009, by and between Mannatech and
Randy S. Bancino, Mannatech’s President Global Business Operations and
Expansion. The amendment amends the Employment Agreement, effective as of
March 2, 2009, by and between Mannatech and Mr. Bancino, to change
Mr. Bancino’s title from “Senior Vice President, Global Business
Operations” to “President Global Business Operations and
Expansion.” All other terms and conditions of the employment
agreement remain in full force and effect. A copy of the amendment is attached
as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
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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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See
disclosure under Item 1.01 of this report, which is incorporated by
reference in this Item 5.02.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Exhibit
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10.1*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Stephen D.
Fenstermacher.
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10.2*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Robert A. Sinnott,
Ph.D.
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10.3*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and B. Keith Clark.
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10.4*
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First
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Randy S.
Bancino.
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*Filed
herewith.
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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MANNATECH,
INCORPORATED
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Dated:
December 18, 2009
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By:
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/s/
Stephen D. Fenstermacher
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Stephen
D. Fenstermacher
Co-Chief
Executive Officer and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
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10.1*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Stephen D.
Fenstermacher.
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10.2*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Robert A. Sinnott,
Ph.D.
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10.3*
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Second
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and B. Keith Clark.
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10.4*
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First
Amendment to Employment Agreement, dated as of December 16, 2009, by
and between Mannatech, Incorporated and Randy S.
Bancino.
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*Filed
herewith.
Exhibit
10.1
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment
Agreement (this “Amendment”), dated as of December 16, 2009, is entered into by
and between Mannatech, Incorporated (the “Company”) and Stephen D. Fenstermacher
(“Employee”).
RECITALS
This
Second Amendment amends that certain Employment Agreement, effective as of
October 5, 2007, together with the First Amendment to Employment Agreement,
effective as of December 18, 2008, by and between the Company and Employee (the
“Amended Employment Agreement”).
STATEMENT
OF AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Sections
1.2, 3.1(a), 4.3 and 5.3 of the Amended Employment Agreement are hereby amended
and restated in their entirety to read as follows:
“1.
2 Office
and Duties. The
Employee shall serve as Co-Chief Executive Officer and Chief Financial Officer
of the Company, with the authority, duties and responsibilities described herein
and those customarily incident to such office. The Employee shall
report directly to the Board of Directors of the Company (the “Board”) and shall perform such
other services, duties and responsibilities commensurate with Employee’s
position as may from time to time be assigned to Employee by the Board and/or
the Audit Committee of the Board.”
“3.1 Base
Salary.
…
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a.
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Employee’s
performance and salary shall be reviewed by the Board and the Compensation
Committee annually in accordance with the Company’s annual performance
review process.”
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“4.3 Protection
of Confidential Information. Both during and
after the Employment Period, the Employee shall not in any manner, directly or
indirectly: (i) appropriate, download, print, copy, remove, use,
disclose, divulge, or communicate Confidential Information to any Person,
including (without limitation) originals or copies of any Confidential
Information, in any media or format, except for the Company’s benefit within the
course and scope of the Employee’s employment or with the prior written consent
of the Board; or (ii) take or encourage any action which would circumvent,
interfere with or otherwise diminish the value or benefit of Confidential
Information to the Company. The Employee agrees to use Employee’s
best efforts and utmost diligence to protect and safeguard the Confidential
Information as prescribed in this Section 4.”
“5.3 Disclosure
and Cooperation. The Employee
shall promptly disclose Work Product to the Board and perform all actions
reasonably requested by the Company (whether during or after the Employment
Period) to establish and confirm the ownership and proprietary interest of any
of the Company Parties in any Work Product (including, without limitation, the
execution of assignments, consents, powers of attorney, applications and other
instruments). The Employee agrees to assist the Company in obtaining
any patent for, copyright on or other intellectual-property protection for the
Work Product, and to execute and deliver or otherwise provide such documentation
and provide such other assistance as is necessary to or reasonably requested by
the Company or its agents or counsel to obtain such patent, copyright, or other
protection. The Employee shall maintain adequate written records of
the Work Product, in such format as may be specified by the Company, and make
such records available to, as the sole property of, the Company at all
times. The Employee shall not file any patent or copyright
applications related to any Work Product except with the written consent of the
Board.”
2. This
Second Amendment may be executed in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
3. This
Second Amendment and the Amended Employment Agreement and the documents referred
to herein and therein constitute the entire agreement among the parties and
supersede in all respects any
other agreement or understanding
among the parties. No party shall be liable or bound to any other
party in any manner by any warranties, representations, or covenants except as
specifically set forth
herein or therein.
4. In
case any one or more of the provisions contained in this Second Amendment should
be invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired
thereby.
5. This
Second Amendment shall be governed by, and enforced and construed under, the
laws of the State of Texas.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the
parties have executed this Second Amendment as of the date first above
written.
COMPANY:
MANNATECH,
INCORPORATED
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By:
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/s/Robert A.
Sinnott
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Robert
A. Sinnott, Co-Chief Executive Officer and Chief Science
Officer
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EMPLOYEE:
/s/ Stephen D.
Fenstermacher
Stephen
D. Fenstermacher, Co-Chief Executive Officer and Chief Financial
Officer
Exhibit
10.2
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment
Agreement (this “Amendment”), dated as of December 16, 2009, is entered into by
and between Mannatech, Incorporated (the “Company”) and Robert A. Sinnott, Ph.D.
(“Employee”).
RECITALS
This
Second Amendment amends that certain Employment Agreement, effective as of
October 5, 2007, together with the First Amendment to Employment Agreement,
effective as of December 18, 2008, by and between the Company and Employee (the
“Amended Employment Agreement”).
STATEMENT
OF AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Sections
1.2, 3.1(a), 4.3 and 5.3 of the Amended Employment Agreement are hereby amended
and restated in their entirety to read as follows:
“1.
2 Office
and Duties. The
Employee shall serve as Co-Chief Executive Officer and Chief Science Officer of
the Company, with the authority, duties and responsibilities described herein
and those customarily incident to such office. The Employee shall
report directly to the Board of Directors of the Company (the “Board”) and shall perform such
other services, duties and responsibilities commensurate with Employee’s
position as may from time to time be assigned to Employee by the
Board.”
“3.1 Base
Salary.
…
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a.
|
Employee’s
performance and salary shall be reviewed by the Board and the Compensation
Committee annually in accordance with the Company’s annual performance
review process.”
|
“4.3 Protection
of Confidential Information. Both during and
after the Employment Period, the Employee shall not in any manner, directly or
indirectly: (i) appropriate, download, print, copy, remove, use,
disclose, divulge, or communicate Confidential Information to any Person,
including (without limitation) originals or copies of any Confidential
Information, in any media or format, except for the Company’s benefit within the
course and scope of the Employee’s employment or with the prior written consent
of the Board; or (ii) take or encourage any action which would circumvent,
interfere with or otherwise diminish the value or benefit of Confidential
Information to the Company. The Employee agrees to use Employee’s
best efforts and utmost diligence to protect and safeguard the Confidential
Information as prescribed in this Section 4.”
“5.3 Disclosure
and Cooperation. The Employee
shall promptly disclose Work Product to the Board and perform all actions
reasonably requested by the Company (whether during or after the Employment
Period) to establish and confirm the ownership and proprietary interest of any
of the Company Parties in any Work Product (including, without limitation, the
execution of assignments, consents, powers of attorney, applications and other
instruments). The Employee agrees to assist the Company in obtaining
any patent for, copyright on or other intellectual-property protection for the
Work Product, and to execute and deliver or otherwise provide such documentation
and provide such other assistance as is necessary to or reasonably requested by
the Company or its agents or counsel to obtain such patent, copyright, or other
protection. The Employee shall maintain adequate written records of
the Work Product, in such format as may be specified by the Company, and make
such records available to, as the sole property of, the Company at all
times. The Employee shall not file any patent or copyright
applications related to any Work Product except with the written consent of the
Board.”
2. This
Second Amendment may be executed in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
3. This
Second Amendment and the Employment Agreement and the documents referred to
herein and therein constitute the entire agreement among the parties and
supersede in all respects any other
agreement
or understanding among the parties. No party shall be
liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.
4. In
case any one or more of the provisions contained in this Second Amendment should
be invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
5. This
Second Amendment shall be governed by, and enforced and construed under, the
laws of the State of Texas.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the
parties have executed this Second Amendment as of the date first above
written.
COMPANY:
MANNATECH,
INCORPORATED
|
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By:
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/s/ Stephen D.
Fenstermacher
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|
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Stephen
D. Fenstermacher, Co-Chief Executive Officer and Chief Financial
Officer
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EMPLOYEE:
/s/ Robert A.
Sinnott
Robert A.
Sinnott, Co-Chief Executive Officer and Chief Science Officer
Exhibit
10.3
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment
Agreement (this “Amendment”), dated as of December 16, 2009, is entered into by
and between Mannatech, Incorporated (the “Company”) and B. Keith Clark
(“Employee”).
RECITALS
This
Second Amendment amends that certain Employment Agreement, effective as of
October 5, 2007, together with the First Amendment to Employment Agreement,
effective as of December 18, 2008, by and between the Company and Employee (the
“Amended Employment Agreement”).
STATEMENT
OF AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. The
first sentence of Section 1.2 of the Amended Employment Agreement is hereby
amended and restated in its entirety to read as follows:
“The
Employee shall serve as Executive Vice President and Chief Legal Officer of the
Company, with the authority, duties and responsibilities described herein and
those customarily incident to such office. ”
2. This
Second Amendment may be executed in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
3. This
Second Amendment and the Amended Employment Agreement and the documents referred
to herein and therein constitute the entire agreement among the parties and
supersede in all respects
any other agreement or understanding among the parties. No party
shall be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth
herein or therein.
4. In
case any one or more of the provisions contained in this Second Amendment should
be invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired
thereby.
5. This
Second Amendment shall be governed by, and enforced and construed under, the
laws of the State of Texas.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the
parties have executed this Second Amendment as of the date first above
written.
COMPANY:
MANNATECH,
INCORPORATED
|
|
By:
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/s/ Stephen D.
Fenstermacher
|
|
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Stephen
D. Fenstermacher, Co-Chief Executive Officer and Chief Financial
Officer
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EMPLOYEE:
/s/ B. Keith
Clark
B. Keith
Clark
Exhibit
10.4
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment
Agreement (this “First Amendment”), dated as of December 16, 2009, is entered
into by and between Mannatech, Incorporated (the “Company”) and Randy S. Bancino
(“Employee”).
RECITALS
This
First Amendment amends that certain Employment Agreement, effective as of
March 2, 2009, by and between the Company and Employee (the “Employment
Agreement”).
STATEMENT
OF AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. The
first sentence of Section 1.2 of the Amended Employment Agreement is hereby
amended and restated in its entirety to read as follows:
“The
Employee shall serve as President Global Business Operations and Expansion of
the Company, with the authority, duties and responsibilities described herein
and those customarily incident to such office.”
2. This
First Amendment may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
3. This
First Amendment and the Amended Employment Agreement and the documents referred
to herein and therein constitute the entire agreement among the parties and
supersede in all respects any other
agreement or understanding among the parties. No party shall be
liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.
4. In
case any one or more of the provisions contained in this First Amendment should
be invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired
thereby.
5. This
First Amendment shall be governed by, and enforced and construed under, the laws
of the State of Texas.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the
parties have executed this First Amendment as of the date first above
written.
COMPANY:
MANNATECH,
INCORPORATED
|
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By:
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/s/ Robert A.
Sinnott
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Robert
A. Sinnott, Co-Chief Executive Officer and Chief Science
Officer
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EMPLOYEE:
/s/ Randy S.
Bancino
Randy S.
Bancino, President Global Business Operations and Expansion