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 27, 2006
a21,
Inc.
(Exact
name of registrant as specified in its charter)
|
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.)
|
|
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
| |
|
(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):
[
] 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))
Explanatory
Note
As
previously reported on a Current Report on Form 8-K dated June 19, 2006, a21,
Inc. (the “Company”) appointed Philip N. Garfinkle its interim President and
Chief Operating Officer and SuperStock, Inc., the Company’s wholly-owned
subsidiary (“SuperStock”), appointed Mr. Garfinkle its interim President and
Chief Operating Officer. Mr. Garfinkle already sits on the Company’s Board of
Directors. The employment of Thomas V. Butta, the Company’s President and the
Chief Executive Officer
of SuperStock, was terminated as of June 19, 2006.
Item
1.01. Entry into a Material Definitive Agreement.
On
June
27, 2006, the Company entered into an employment agreement with Philip N.
Garfinkle pursuant to which Mr. Garfinkle was appointed the Company’s interim
President and Chief Operating Officer effective June 19, 2006. Mr. Garfinkle
will receive a salary of $20,000 per month and a one-time bonus of $30,000
for
work prior to June 19, 2006. In addition, subject to approval by the Company’s
Board of Directors, the Company granted Mr. Garfinkle options to purchase
400,000 shares of the Company’s common stock, exercisable at $0.46 per share,
all of which vest on December 31, 2006 and expire on June 19, 2011. The
employment agreement has a term of six months and may be terminated by either
party without cause on 30 days written notice to the other party. In addition,
the Company may terminate the employment agreement immediately for cause, as
defined in the employment agreement.
Pursuant
to the terms of a termination agreement (the “Termination Agreement”) between
the Company, SuperStock and Thomas V. Butta, dated June 29, 2006, Mr. Butta
resigned from the Company’s and SuperStock’s Board of Directors and from any
other positions he held with the Company’s subsidiaries as of the date of the
Termination Agreement. Pursuant to the Termination Agreement, the Company and
SuperStock will, in the aggregate, pay Mr. Butta severance equal to 5 month’s
salary, in the amount of approximately $52,100, paid in installments, in
accordance with the Company’s payroll practices, and if Mr. Butta continues
existing health insurance coverage under COBRA, the Company will pay the monthly
premium cost for such coverage for the same 5 month period. The Company and
SuperStock will also, in the aggregate, pay Mr. Butta an amount equal to his
accrued and unused vacation days.
In
addition, the Company will accelerate the vesting of 100,000 of Mr. Butta’s
unvested stock options. The Company also agreed that all of Mr. Butta’s vested
and unexercised stock options could be exercised on a cashless basis. Pursuant
to the Amendment, Mr. Butta may not sell any shares of the Company’s common
stock owned by him until June 19, 2007, except that he may sell up to 350,000
shares in a private transaction with a third party.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
June
29, 2006, in connection with the Termination Agreement, Thomas V. Butta resigned
as a member of the Board of Directors of the Company. The resignation did not
result
from a disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
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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Employment
Agreement between a21, Inc. and Philip N. Garfinkle, dated June 27,
2006
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10.2
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Termination
Agreement between a21, Inc., SuperStock, Inc. and Thomas V. Butta,
dated
June 29, 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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|
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By: |
/s/ Thomas Costanza |
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Thomas
Costanza |
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Chief
Financial Officer |
Dated:
June 30, 2006
EXHIBIT
INDEX
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Exhibit
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Description
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10.1
|
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Employment
Agreement between a21, Inc. and Philip N. Garfinkle, dated June 27,
2006
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10.2
|
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Termination
Agreement between a21, Inc., SuperStock, Inc. and Thomas V. Butta,
dated
June 29, 2006
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