Item 3.02 Unregistered Sales of
The information set forth below under "Item 8.01 Other Events" regarding the Advisory Board Shares is incorporated herein by reference. The issuance of the Advisory Board Shares was/will be exempt from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Act"), since the issuances did not/will not involve a public offering, the recipients took/will take the securities for investment and not resale, the Registrant took/will take appropriate measures to restrict transfer, and the recipients were (a) "accredited investors"; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. None of these securities may be re-offered or resold absent either registration under the Act or the availability of an exemption from the registration requirement.
Item 8.01 Other Events.
Brief biographical information of the Advisory Board members is provided below:
Michael Higgins[[Image Removed]] Mr. Higginsis the Co-Chief Executive Officer of Mother Parker's Tea & Coffee Inc., one of the largest coffee and tea manufacturers in North America("Mother Parker's"). As described in greater detail in the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2014, filed with the Securities and Exchange Commissionon June 16, 2014, effective May 20, 2014, we entered into a License Agreement with Mother Parker's, pursuant to which we granted Mother Parker's the exclusive right to manufacture, process, package, label, distribute and sell single serve hard capsules (which excludes single serve soft pods) on behalf of the Company in Canada, the United States of Americaand Mexico. A significant portion of the Company's revenue comes from sales to and through Mother Parker's. Additionally, as described in greater detail in the Current Report on Form 8-K filed with the Securities and Exchange Commissionon April 30, 2014, the Company entered into a Subscription Agreement with Mother Parker's in April 2014, pursuant to which Mother Parkers purchased 7,333,529 units from the Company for $2.5 million, each unit consisting of one share of the Company's common stock; and one warrant to purchase one share of common stock at $0.51135per share for a term of three years. Mother Parker's combines state-of-the-art technology and new product innovation with more than 100 years of quality and service excellence to deliver an exceptional beverage experience in mainstream and specialty coffee, tea, and complementary beverages. We believe that Mr. Higginsis one of the beverage industry's most experienced sales and marketing executives. He has worked in Mother Parker's family-owned company for over 40 years, playing an instrumental role in building the company's owned brands and customer relationships in both foodservice and retail channels. In addition, he plays a pivotal role in overseeing Mother Parker's successful business partnerships with Trans Herbe, a herbal tea specialist and Qusac, a coffee decaffeination company; both as a Board Member and advisor. Along with his brother and Co-Chief Executive Officer, Mr. Higgins has led the significant development of his company's brands, including Mother Parkers coffee, Higgins & Burke™ tea, Martinson® coffee and cocoa, and Brown Goldcoffee, as well as the private label tea and coffee brands of many of North America'slargest grocery and restaurant chains. Most recently under the Higgins' leadership, Mother Parkers introduced breakthrough innovation with the launch of RealCup™ single-serve capsules featuring a patented non-woven filter, and EcoCup™, a new recyclable capsule that's compatible with all K-cup® brewers. As Co-Chief Executive Officers of Mother Parkers, Michael Higginsand his brother have earned the recognition of their peers and industry partners through several awards including the Golden Pencil from the Food Industry Association of Canada, the Successors Award for Canadian Business, and a Canadian Passion Capitalist recognition for having achieved sustainable success by creating " Passion Capital" amongst their employees. During the same period, Mother Parker's was named one of Canada's50 Best Managed Private Companies for three successive years and received several prestigious awards including: Outstanding Large Business of the Year Award from the Mississauga Board of Trade; Best New Plant of the Year Award in the United Statesfor the new Fort Worthproduction facility; the Mayor's Global Business Award in Fort Worth, Texas; and a Family Enterprise of the Year award from the Canadian Association of Family Enterprise. Mr. Higginsis currently a director of the Tea Council of Canada. He is also a past-president of the Tea & Coffee Association of Canada, a former member of the Board of Governorsof St. Andrew's College, and past chairman and director of St. Bernard's Hospital. 3
Mr. Schianois the Principal at Business Solutions International (BSI), a consulting firm to Retailers, Equity Capital Managers, and Financial Analysts. He also serves as a board member for Furmano's, a food service company, and Clemens Family Corporation, DBA Hatfield Quality Meats et al. Mr. Schianois an Advisory BoardMember for Four Seasons Produceand Board Member for Burle Industries. Mr. Schianohas over 34 years of experience in the supermarket industry, having served as President/CEO for Giant Food Stores L.L.C.(a subsidiary of Royal Ahold N.V)("Giant"), one of the leading supermarket chains in the United Stateswith over 260 locations in six states. During Mr. Schiano'stenure, Giant doubled its number of stores and nearly tripled its sales and operating earnings. Mr. Schianoreceived a Lifetime Achievement Award from The Central Pennsylvania Chapter of Sales and Marketing Executives International(SMEI) for his record of accomplishment in sales and marketing in the business community.
The Company plans to announce the formation of the Advisory Board and the appointment of the Advisory Board members via a press release on
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1* Press Release dated
June 30, 2014
* Furnished herewith.