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 1934
Date
of Report: June 6, 2006
a21,
Inc.
(Exact
name of registrant as specified in its charter)
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Texas
(State
or Other Jurisdiction of
Incorporation)
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000-51285
(Commission
File Number)
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74-2896910
(I.R.S.
Employer Identification No.)
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7660
Centurion Parkway, Jacksonville, Florida
(Address
of Principal Executive Offices)
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32256
(Zip
Code)
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Registrant’s
telephone number, including areas code: (904)
565-0066
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(Former
Name or Former Address, is Changed Since Last
Report)
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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 A2. below):
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))
Item
1.01. Entry into a Material Definitive Agreement.
Pursuant
to the terms of an agreement (the “Agreement”) between a21, Inc. (the
“Company”), the Company’s subsidiary SuperStock, Inc. (“SuperStock”) and Haim
Ariav, dated June 12, 2006, Mr. Ariav agreed that his employment with the
Company and SuperStock terminated as of May 25, 2006. He also resigned from
the
Company’s and SuperStock’s Board of Directors as of the date of the Agreement.
Pursuant to the Agreement, the Company and SuperStock will, in the aggregate,
pay Mr. Ariav severance equal to 12 month’s salary, in the amount of $120,000,
paid in installments, in accordance with the Company’s payroll practices. In
addition, the Company and SuperStock will, in the aggregate, pay Mr. Ariav
an
amount equal to his accrued and unused vacation days.
In
addition, the Company will accelerate the vesting of 62,500 of Mr. Ariav’s
unvested shares of restricted stock and 100,000 of Mr. Ariav’s unvested stock
options. The Company agreed that all of Mr. Ariav’s vested stock options may be
exercised by Mr. Ariav until the earlier of (i) the date such vested stock
options would otherwise have expired by their terms, or (ii) May 25, 2007.
In
addition, in connection with the Agreement, the Executive acknowledged and
agreed that all right, title and interest in and to the approximately 1,205
images he photographed while an employee of SuperStock are the sole and
exclusive property of the SuperStock.
Mr.
Ariav’s employment agreement was terminated in connection with the
Agreement.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
June
6, 2006, Haim Ariav’s employment as the Chief Creative Officer of the
Company and as the Chief Creative Officer and President of SuperStock terminated
as of May 25, 2006. On June 12, 2006, Mr. Ariav entered into the Agreement
pursuant to which he resigned from the Company’s Board of Directors. The
foregoing did not result from a disagreement
with the Company on any matter relating to the Company’s operations, policies or
practices.
Please
see the disclosure in Item 1.01 above for a description of the terms of Mr.
Ariav’s Agreement with the Company.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
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Description
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10.1
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Agreement
between a21, Inc. and Haim Ariav, dated June 12, 2006
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99.1
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Press
Release dated June 12, 2006
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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.
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a21,
INC.
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Dated:
June 12, 2006 |
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By: |
/s/
Thomas Costanza |
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Thomas
Costanza |
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Chief
Financial Officer |
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Exhibit
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Description
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10.1
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Agreement
between a21, Inc. and Haim Ariav, dated June 12, 2006
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99.1
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Press
Release dated June 12, 2006
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