form8k.htm

0001140361-11-037531.txt : 20110720 0001140361-11-037531.hdr.sgml : 20110720 20110720164012 ACCESSION NUMBER: 0001140361-11-037531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20110715 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110720 DATE AS OF CHANGE: 20110720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUTRACEA CENTRAL INDEX KEY: 0001063537 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 870673375 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32565 FILM NUMBER: 11977893 BUSINESS ADDRESS: STREET 1: 6720 N SCOTTSDALE RD STREET 2: SUITE 390 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 6025223000 MAIL ADDRESS: STREET 1: 6720 N SCOTTSDALE RD STREET 2: SUITE 390 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: NUTRASTAR INC DATE OF NAME CHANGE: 20011221 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CONSUMER INTERNATIONAL INC DATE OF NAME CHANGE: 20010418 8-K 1 form8k.htm NUTRACEA 8-K 7-15-2011 form8k.htm

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): July 15, 2011

NUTRACEA

(Exact Name of Registrant as Specified in Charter)

California		0-32565		87-0673375
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6720 N. Scottsdale Road, Suite 390 Scottsdale, AZ		85253
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (602) 522-3000

(Former name or Former Address, if Changed 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 (see General Instruction A.2. 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Amendments to Employment Agreements with W. John Short, Leo Gingras, Jerry Dale Belt and Colin Garner

On July 15, 2011, NutraCea entered into amendments to employment agreements with each of its four executive officers (“Officers”). Pursuant to the amendments, NutraCea and each of the Officers agreed to modify their respective employment agreements to provide that twenty percent (20%) of each Officer’s salary for the last six months of 2011 be paid in stock options instead of in cash. Each Officer will receive three stock options to purchase shares of NutraCea common stock with a per share exercise price equal to $0.20 and with terms of one, two and three years. The options will be granted pursuant to NutraCea’s 2010 Equity Incentive Plan. Each option will vest and become exerciable in twelve equal installments on the 15th day and last day of each month, commencing on July 15, 2011 and ending on December 31, 2011.

The table below sets forth the number of shares exercisable under each stock option granted to each Officer.

Name	Stock Option (1 year term)	Stock Option (2 year term)	Stock Option (3 year term)	Total

W. John Short	392,494	204,595	118,021	715,110
Leo Gingras	313,995	163.995	94,417	572,088
J. Dale Belt	266,896	139,124	80,254	486,275
Colin Garner	188,397	98,205	56,650	343,253

The descriptions of the terms of the amendments do not purport to be complete and is qualified in its entirety to the full text of the amendments which are attached hereto as Exhibits 10.1 through 10.4 and incorporated by reference herein.

Grant of Stock to Directors

In lieu of paying cash to directors for serving as directors and as members of committees of NutraCea’s board of directors (“Board”) for the last three quarters of 2011, NutraCea will issue shares of NutraCea common stock to non-employee directors under NutraCea’s 2010 Equity Incentive Plan. The number of shares that will be issued to each director will equal the cash compensation for which the director is entitled, divided by $0.20. Directors will continue to be paid cash for attending meetings in the third and fourth quarters of 2011. The Board made this change to director compensation to strenghthen NutraCea’s cash position.

Assuming all non-employee directors continue to serve in their current capacities on the Board and the Board committees, the current non-employee members of the Board will receive the following numbers of shares in 2011 in lieu cash compensation:

Director

Number of Shares

Richard Koppes

196,635

James Lintzenich

231,960

Edward McMillan

275,950

John Quinn

220,465

Steven Saunders

167,500

Total

1,092,510

Additionally, former Board members David Bensol and Kenneth Shropshire will receive 54,729 and 59,809 shares, respectively, for service on the Board for the second quarter of 2011.

Item 8.01 Other Items

Note and Warrant Purchase Agreement

As previously disclosed, on February 11, 2011, in connection with a $500,000 loan from a financial advisor, NutraCea issued to this advisor (i) a convertible promissory note (“Prior Note”) in the aggregate principal amount of $500,000 that is convertible into common stock at $0.25 per share and that bears interest at 8.5% per annum and (ii) a warrant to purchase 500,000 shares of common stock at a per share exercise price of $0.25 (“Prior Warrant”). On June 29, 2011, NutraCea and the financial advisor entered into a Note and Warrant Purchase Agreement to restructure the Prior Note and Prior Warrant and to allow NutraCea to borrow additional funds. Under the Note and Warrant Purchase Agreement, NutraCea issued to the financial advisor convertible promissory notes in the aggregate principal amounts of $1,009,051.38 that are convertible into common stock at $0.21 per share and that bear interest at 10% per annum and warrants to purchase up to a total of 1,000,000 shares of NutraCea common stock at an exercise price of $0.23 per share. The warrants expire on December 31, 2014.

In consideration for issuance of the notes and warrant, the investor (1) cancelled the Prior Note and the Prior Warrant and (2) loaned NutraCea $500,000.

First Amended Plan of Reorganization - Payment Benchmark

Under the First Amended Plan of Reorganization, NutraCea was required to pay Class 6 (unsecured claims) claimants at least 50% of their total amount of allowed claims by July 15, 2011. On July 6, 2011, NutraCea paid a total of $500,900 to Class 6 claimants representing principal and unpaid accrued interest to date. Cumulative payments approximating 53% of their total allowed claims have been made.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.		Description
10.1		Fourth Amendment to Employment Agreement with W. John Short dated July 15, 2011

10.2		Second Amendment to Employment Agreement with Leo Gingras dated July 15, 2011

10.3		First Amendment to Employment Agreement with Jerry Dale Belt dated July 15, 2011

10.4		First Amendment to Employment Agreement with Colin Garner dated July 15, 2011

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.

	NUTRACEA

Date: July 20, 2011	By:	/s/ J. Dale belt
		Jerry Dale Belt
		Chief Financial Officer
		(Duly Authorized Officer)

EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm

Exhibit 10.1

FOURTH AMENDMENT

EMPLOYMENT AGREEMENT

This Fourth Amendment to Employment Agreement (“Amendment”) is entered into by and between NutraCea, a California corporation with principal offices at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“NutraCea”) and W. John Short (“Employee”), effective as of July 15, 2011 (the “Effective Date”). NutraCea and Employee agree as follows:

1.	Background and Purpose.

1.1. Employment Agreement. NutraCea and Employee are parties to that certain Employment Agreement dated July 6, 2009, as amended pursuant to the First Amendment to the Employment Agreement dated July 7, 2009, the Second Amendment to the Employment Agreement dated November 6, 2009, and the Third Amendment to Employment Agreement dated July 2, 2010 (collectively as amended, the “Employment Agreement”).

1.2. Amendment. NutraCea and Employee wish to modify certain of the provisions of the Employment Agreement to provide that Twenty Percent (20%) of Employee’s Base Salary for the last six months of 2011 be payable in the form of a stock options instead of in cash, all as set forth in this Amendment.

1.3 Capitalized Terms. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement.

1.4. Effective Date. This Amendment shall become effective as of the Effective Date set forth above.

2.	Amendments. The Employment Agreement is hereby amended to provide the following:

2.1 Payment of Base Salary. With respect to the period beginning on July 1, 2011 and ending on December 31, 2011 (“Subject Period”), Employee’s Base Salary shall be payable as follows:

(a) Cash Payment. Eighty percent (80%) of Employee’s Base Salary shall be paid in cash, subject to normal payroll withholdings and NutraCea’s standard payroll practices; and

(b) Stock Options. In lieu of payment in cash, NutraCea shall pay twenty percent (20%) of Employee’s Base Salary for the Subject Period by granting to Employee on the Effective Date three non-statutory stock options (“Stock Options”) to purchase a total of 715,110 shares of NutraCea’s Common Stock pursuant to the terms of NutraCea’s 2010 Equity Incentive Plan (“2010 Plan”) and associated stock option agreements for the 2010 Plan (“Option Agreements”). The first Stock Option shall be exercisable for 392,494 shares and have a term on one year, the second Stock Option shall be exercisable for 204,595 shares and have a term of two years and the third Stock Option shall be exercisable for 118,021 shares and have a term of three years. Subject to the acceleration and termination provisions of the 2010 Plan and the Option Agreements, each Stock Option shall vest and become exercisable as to a number of shares equal to the Incremental Share Number for that Stock Option on each of the 15th day and last day of each month from July 2011 through December 2011, subject to Employee continuing to be an employee of NutraCea through each such date. The per share exercise price of the Stock Options shall be the higher of (i) the fair market value of a share of NutraCea’s common stock on the Effective Date (as determined under the 2010 Plan) and (ii) $0.20. For purposes of this Amendment, the “Incremental Share Number” for a Stock Option shall equal the total number of shares subject to such Stock Option divided by twelve (12).

2.2 Acceleration for Certain Events. If during the Subject Period Employee’s employment is terminated (i) by NutraCea other than for Cause, (ii) by Employee for Good Reason, or (iii) due to Employee’s death or Work-Related Disability, all the shares subject to the Stock Options shall immediately vest and become exercisable, which accelerated vesting shall constitute payment of twenty percent (20%) of Employee’s Base Salary for the period beginning on the date of termination and ending on December 31, 2011 for purposes of Section 3.2.2(a)(A) of the Employment Agreement.

2.3 Not Good Reason. The grant of the Stock Options in lieu of payment in cash of twenty percent (20%) of Employee’s Base Salary pursuant to Section 2.1 above shall be deemed not to be a reduction of Employee’s Base Salary.

3.	Effect of Amendment.

3.1 Terms. On and after the date hereof, each reference in the Employment Agreement to "this Agreement," "herein," "hereof," "hereunder" or words of similar import shall mean and be a reference to the Employment Agreement as amended hereby.

3.2 Full Force and Effect. Except as specifically amended by this Amendment, the Employment Agreement shall remain in full force and effect and the Employment Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects. Upon the execution and delivery hereof, this Amendment and the Employment Agreement shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Employment Agreement.

3.3 Conflicting Terms. In the event of any conflict or inconsistency between the provisions of the Employment Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

4.	Miscellaneous.

4.1 Governing Law; Further Action; Counterparts. This Amendment shall, in all respects, be governed by and construed under the laws of the State of California applicable to agreements executed and to be wholly performed within California, without regard to conflict of law principles. The parties agree to take all action necessary or useful to complete and accomplish the intentions of this Amendment. This Amendment may be executed in any number of counterparts, each of which will be deemed an original but all of which taken together will constitute one and the same instrument.

4.2 Entire Agreement. This Amendment, together with the Employment Agreement, constitutes the entire agreement between and among the parties and supersedes any and all prior and contemporaneous oral or written understandings between the parties relating to the subject matter hereof.

[Remainder of Page Left Blank Intentionally—Signature Page Follows]

NutraCea and W. John Short have executed and delivered this Fourth Amendment to Employment Agreement as of the Effective Date set forth above.

	NUTRACEA


	/s/ J. Dale Belt
	By: Jerry Dale Belt
	Title: Chief Financial Officer



	EMPLOYEE


	/s/ W. John Short
	W. John Short

[Signature Page to Fourth Amendment to Employment Agreement]

EX-10.2 3 ex10_2.htm EXHIBIT 10.2 ex10_2.htm

Exhibit 10.2

SECOND AMENDMENT

EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (“Amendment”) is entered into by and between NutraCea, a California corporation with principal offices at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“NutraCea”) and Leo Gingras (“Employee”), effective as of July 15, 2011 (the “Effective Date”). NutraCea and Employee agree as follows:

1.	Background and Purpose.

1.1. Employment Agreement. NutraCea and Employee are parties to that certain Employment Agreement dated July 28, 2009, as amended pursuant to the First Amendment to the Employment Agreement dated July 2, 2010 (collectively as amended, the “Employment Agreement”).

1.3 Capitalized Terms. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement.

1.4. Effective Date. This Amendment shall become effective as of the Effective Date set forth above.

2. Amendments. The Employment Agreement is hereby amended to provide the following:

2.1 Payment of Base Salary. With respect to the period beginning on July 1, 2011 and ending on December 31, 2011 (“Subject Period”), Employee’s Base Salary shall be payable as follows:

(a) Cash Payment. Eighty percent (80%) of Employee’s Base Salary shall be paid in cash, subject to normal payroll withholdings and NutraCea’s standard payroll practices; and

(b) Stock Options. In lieu of payment in cash, NutraCea shall pay twenty percent (20%) of Employee’s Base Salary for the Subject Period by granting to Employee on the Effective Date three non-statutory stock option (“Stock Options”) to purchase a total of 572,088 shares of NutraCea’s Common Stock pursuant to the terms of NutraCea’s 2010 Equity Incentive Plan (“2010 Plan”) and associated stock option agreements for the 2010 Plan (“Option Agreements”). The first Stock Option shall be exercisable for 313,995 shares and have a term on one year, the second Stock Option shall be exercisable for 163,676 shares and have a term of two years and the third Stock Option shall be exercisable for 94,417 shares and have a term of three years. Subject to the acceleration and termination provisions of the 2010 Plan and the Option Agreements, each Stock Option shall vest and become exercisable as to a number of shares equal to the Incremental Share Number for that Stock Option on each of the 15th day and last day of each month from July 2011 through December 2011, subject to Employee continuing to be an employee of NutraCea through each such date. The per share exercise price of the Stock Options shall be the higher of (i) the fair market value of a share of NutraCea’s common stock on the Effective Date (as determined under the 2010 Plan) and (ii) $0.20. For purposes of this Amendment, the “Incremental Share Number” for a Stock Option shall equal the total number of shares subject to such Stock Option divided by twelve (12).

2.2 Acceleration for Certain Events. If during the Subject Period Employee’s employment is terminated (i) by NutraCea other than for Cause, (ii) by Employee for Good Reason, or (iii) due to Employee’s death, all the shares subject to the Stock Options shall immediately vest and become exercisable, which accelerated vesting shall constitute payment of twenty percent (20%) of Employee’s Base Salary for the period beginning on the date of termination and ending on December 31, 2011 for purposes of Section 3.2.2(a) of the Employment Agreement.

3.	Effect of Amendment.

4.	Miscellaneous.

[Remainder of Page Left Blank Intentionally—Signature Page Follows]

NutraCea and Leo Gingras have executed and delivered this Second Amendment to Employment Agreement as of the Effective Date set forth above.

	NUTRACEA


	/s/ W. John Short
	By: W. John Short
	Title: Chief Executive Officer



	EMPLOYEE


	/s/ Leo Gingras
	Leo Gingras

[Signature Page to Second Amendment to Employment Agreement]

EX-10.3 4 ex10_3.htm EXHIBIT 10.3 ex10_3.htm

Exhibit 10.3

FIRST AMENDMENT

EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (“Amendment”) is entered into by and between NutraCea, a California corporation with principal offices at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“NutraCea”) and Jerry Dale Belt (“Employee”), effective as of July 15, 2011 (the “Effective Date”). NutraCea and Employee agree as follows:

1.	Background and Purpose.

1.1. Employment Agreement. NutraCea and Employee are parties to that certain Employment Agreement dated June 8, 2010 (“Employment Agreement”).

1.3 Capitalized Terms. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement.

1.4. Effective Date. This Amendment shall become effective as of the Effective Date set forth above.

2. Amendments. The Employment Agreement is hereby amended to provide the following:

2.1 Payment of Base Salary. With respect to the period beginning on July 1, 2011 and ending on December 31, 2011 (“Subject Period”), Employee’s Base Salary shall be payable as follows:

(a) Cash Payment. Eighty percent (80%) of Employee’s Base Salary shall be paid in cash, subject to normal payroll withholdings and NutraCea’s standard payroll practices; and

(b) Stock Options. In lieu of payment in cash, NutraCea shall pay twenty percent (20%) of Employee’s Base Salary for the Subject Period by granting to Employee on the Effective Date three non-statutory stock option (“Stock Options”) to purchase a total of 486,275 shares of NutraCea’s Common Stock pursuant to the terms of NutraCea’s 2010 Equity Incentive Plan (“2010 Plan”) and associated stock option agreements for the 2010 Plan (“Option Agreements”). The first Stock Option shall be exercisable for 266,896 shares and have a term on one year, the second Stock Option shall be exercisable for 139,124 shares and have a term of two years and the third Stock Option shall be exercisable for 80,254 shares and have a term of three years. Subject to the acceleration and termination provisions of the 2010 Plan and the Option Agreements, each Stock Option shall vest and become exercisable as to a number of shares equal to the Incremental Share Number for that Stock Option on each of the 15th day and last day of each month from July 2011 through December 2011, subject to Employee continuing to be an employee of NutraCea through each such date. The per share exercise price of the Stock Options shall be the higher of (i) the fair market value of a share of NutraCea’s common stock on the Effective Date (as determined under the 2010 Plan) and (ii) $0.20. For purposes of this Amendment, the “Incremental Share Number” for a Stock Option shall equal the total number of shares subject to such Stock Option divided by twelve (12).

2.2 Acceleration for Certain Events. If during the Subject Period Employee’s employment is terminated (i) by NutraCea other than for Cause, (ii) by Employee for Good Reason, or (iii) due to Employee’s death, all the shares subject to the Stock Options shall immediately vest and become exercisable, which accelerated vesting shall constitute payment of twenty percent (20%) of Employee’s Base Salary for the period beginning on the date of termination and ending on December 31, 2011 for purposes of Section 3.2.2(a) of the Employment Agreement.

3.	Effect of Amendment.

4.	Miscellaneous.

[Remainder of Page Left Blank Intentionally—Signature Page Follows]

NutraCea and Jerry Dale Belt have executed and delivered this First Amendment to Employment Agreement as of the Effective Date set forth above.

	NUTRACEA


	/s/ W. John Short
	By: W. John Short
	Title: Chief Executive Officer



	EMPLOYEE


	/s/ J. Dale Belt
	Jerry Dale Belt

[Signature Page to First Amendment to Employment Agreement]

EX-10.4 5 ex10_4.htm EXHIBIT 10.4 ex10_4.htm

Exhibit 10.4

FIRST AMENDMENT

EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (“Amendment”) is entered into by and between NutraCea, a California corporation with principal offices at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253 (“NutraCea”) and Colin Garner (“Employee”), effective as of July 15, 2011 (the “Effective Date”). NutraCea and Employee agree as follows:

1.	Background and Purpose.

1.1. Employment Agreement. NutraCea and Employee are parties to that certain Employment Agreement dated September 1, 2010 (“Employment Agreement”).

1.3 Capitalized Terms. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement.

1.4. Effective Date. This Amendment shall become effective as of the Effective Date set forth above.

2. Amendments. The Employment Agreement is hereby amended to provide the following:

2.1 Payment of Base Salary. With respect to the period beginning on July 1, 2011 and ending on December 31, 2011 (“Subject Period”), Employee’s Base Salary shall be payable as follows:

(a) Cash Payment. Eighty percent (80%) of Employee’s Base Salary shall be paid in cash, subject to normal payroll withholdings and NutraCea’s standard payroll practices; and

(b) Stock Options. In lieu of payment in cash, NutraCea shall pay twenty percent (20%) of Employee’s Base Salary for the Subject Period by granting to Employee on the Effective Date three non-statutory stock option (“Stock Options”) to purchase a total of 343,253 shares of NutraCea’s Common Stock pursuant to the terms of NutraCea’s 2010 Equity Incentive Plan (“2010 Plan”) and associated stock option agreements for the 2010 Plan (“Option Agreements”). The first Stock Option shall be exercisable for 188,397 shares and have a term on one year, the second Stock Option shall be exercisable for 98,205 shares and have a term of two years and the third Stock Option shall be exercisable for 56,650 shares and have a term of three years. Subject to the acceleration and termination provisions of the 2010 Plan and the Option Agreements, each Stock Option shall vest and become exercisable as to a number of shares equal to the Incremental Share Number for that Stock Option on each of the 15th day and last day of each month from July 2011 through December 2011, subject to Employee continuing to be an employee of NutraCea through each such date. The per share exercise price of the Stock Options shall be the higher of (i) the fair market value of a share of NutraCea’s common stock on the Effective Date (as determined under the 2010 Plan) and (ii) $0.20. For purposes of this Amendment, the “Incremental Share Number” for a Stock Option shall equal the total number of shares subject to such Stock Option divided by twelve (12).

2.2 Acceleration for Certain Events. If during the Subject Period Employee’s employment is terminated by NutraCea without Cause, those shares subject to the Stock Options that would have vested in the ninety (90) days immediately following the date of termination (“90 Day Period”) if Employee’s employment was not terminated shall immediately vest and become exercisable, which accelerated vesting shall constitute, for purposes of Section 3.2.2 of the Employment Agreement, payment of twenty percent (20%) of Employee’s pay for that portion of the 90 Day Period occurring on or before December 31, 2011.

3.	Effect of Amendment.

4.	Miscellaneous.

[Remainder of Page Left Blank Intentionally—Signature Page Follows]

NutraCea and Colin Garner have executed and delivered this First Amendment to Employment Agreement as of the Effective Date set forth above.

	NUTRACEA


	/s/ W. John Short
	By: W. John Short
	Title: Chief Executive Officer



	EMPLOYEE


	/s/ Colin Garner
	Colin Garner

[Signature Page to First Amendment to Employment Agreement]