TMCnet News
PANACHE BEVERAGE, INC. FILES (8-K) Disclosing Termination of a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.02 Termination of a Material Definitive Agreement. On April 21, 2014, Consilium Investment Management, LLC ("Consilium") terminated the Amended and Restated Financial Advisory Agreement with the Company, dated as of May 15, 2013 and effective as of November 28, 2012 (the "Agreement") due to Consilium's concern of the Company's financial condition. The Company has agreed to waive the thirty-day termination notice period set forth therein. Under the Agreement, Consilium provided advisory, consulting and other services in relation to the operations of the Company, strategic planning, and financial oversight, including financial advisory or any other services in connection with any acquisitions and divestitures by the Company or any of its subsidiaries. Charles T. Cassel is the Managing Director of Consilium which is the investment advisor of Consilium Corporate Recovery Master Fund, LLC, the Company's senior secured lender. He was also a Director and Chairman of the Board of the Company until his resignation on April 21, 2014. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On April 21, 2014, the following individuals resigned from the offices of the Company indicated below and from all positions with the Company's subsidiaries: James Dale - President, Chief Executive Officer, Acting Principal Accounting Officer and Director. Agata - Chief Operating Officer and Director. Podedworny Sjoerd de - Vice President of Sales and Director. Jong Charles T. - Chairman of the Board and as Director. Cassel (c) On April 21, 2014, the Company appointed Michael Romer, Managing Director of the Company, to serve as interim President and Chief Executive Officer of the Company pending the Company's selection of a successor to serve as President and Chief Executive Officer. Mr. Romer will continue to maintain his position as a director and shall continue his employment at his current level of compensation. In satisfaction of the disclosure required pursuant to Sections 401(b) and 401(e) of Regulation S-K, "Item 10, Directors, Executive Officers and Corporate Governance" of the Company's Annual Report on Form 10-K/A filed with the SEC on August 21, 2013, is incorporated by reference herein. With respect to the disclosure required pursuant to Section 401(d) of Regulation S-K, there are no family relationships between Mr. Romer and any director or executive officer of the Company. With respect to Section 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Romer and the Company that are required to be reported. Item 8.01 Other Events. The Board of Directors of the Company previously approved Wednesday, June 18, 2014 as the date of the 2014 annual meeting of the Company's stockholders (the "2014 Annual Meeting"). The Company has postponed the 2014 Annual Meeting. A new meeting date has not been determined. 2 --------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits: Exhibits No. Description 10.1 Letter, dated April 21, 2014, terminating the Amended and Restated Financial Advisory Agreement. 3-------------------------------------------------------------------------------- |