0001144204-11-054861.txt : 20110927 0001144204-11-054861.hdr.sgml : 20110927 20110926173824 ACCESSION NUMBER: 0001144204-11-054861 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110921 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110927 DATE AS OF CHANGE: 20110926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMART BALANCE, INC. CENTRAL INDEX KEY: 0001331301 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 202949397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33595 FILM NUMBER: 111107978 BUSINESS ADDRESS: STREET 1: 115 WEST CENTURY ROAD STREET 2: SUITE 260 CITY: PARAMUS STATE: NJ ZIP: 07652-1432 BUSINESS PHONE: 3036821982 MAIL ADDRESS: STREET 1: 115 WEST CENTURY ROAD STREET 2: SUITE 260 CITY: PARAMUS STATE: NJ ZIP: 07652-1432 FORMER COMPANY: FORMER CONFORMED NAME: Boulder Specialty Brands, Inc. DATE OF NAME CHANGE: 20050624 8-K 1 v235788_8k.htm FORM 8-K Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)   September 21, 2011
 
SMART BALANCE, INC.
(Exact name of registrant as specified in its charter)
 
         
Delaware
 
001-33595
 
20-2949397
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
     
115 West Century Road - Suite 260
Paramus, New Jersey
 
07652
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number including area code: (201) 568-9300
 
Not Applicable
(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:
 
¨
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))
 
 
 

 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)           On September 21, 2011, Robert J. Gillespie, Robert F. McCarthy, Jr., and Michael R. O’Brien resigned as members of the Board of Directors (the “Board”) of Smart Balance, Inc. (the “Company”).  Messrs. Gillespie, McCarthy and O’Brien were members of the class of directors with a term to expire at the Company’s next Annual Meeting of Stockholders.  At the time of resignation, Mr. McCarthy was serving as the lead director on the Board.  None of Messrs. Gillespie, McCarthy or O’Brien was serving as a member of any committees of the Board.

As previously disclosed, on July 5, 2011, the Board appointed Dean Hollis and Thomas K. McInerney, two independent directors, as new members of the Board.  The Board also reconstituted the membership of its committees.  When the committees were reconstituted, Messrs. Gillespie, McCarthy and O’Brien were not included on any of the Board’s committees. Messrs. Gillespie, McCarthy and O’Brien did not agree with these changes.  The Company believes that this disagreement and the other matters set out in their resignation letters led to the resignation of Messrs. Gillespie, McCarthy and O’Brien from the Board.

On September 21, 2011, the independent directors of the Company, who constitute a majority of the Company’s directors, appointed James B. Leighton to replace Mr. McCarthy as the Company’s lead independent director.

Copies of the resignation letters received from Messrs. Gillespie, McCarthy and O’Brien, each dated September 21, 2011, are included as Exhibit 17 of this Current Report on Form 8-K (this “Form 8-K”).

The Company has provided Messrs. Gillespie, McCarthy and O’Brien with a copy of the disclosures contained in this Form 8-K.


Item 9.01. 
Financial Statements and Exhibits.
 
(d)
 
Exhibits.
 
 
17.
Resignation Letters of  Robert J. Gillespie, Robert F. McCarthy, Jr., and Michael R. O’Brien, each dated September 21, 2011.
 
 
 

 

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.


September 26, 2011
SMART BALANCE, INC.
 
(registrant)
 
 
 
By:
/s/ Alan S. Gever
   
Alan S. Gever
   
Executive Vice President and Chief Financial Officer
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
     
17  
Resignation Letters of Robert J. Gillespie, Robert F. McCarthy, Jr. and Michael R. O’Brien, each dated September 21, 2011.
 
EX-17 2 v235788_ex17.htm EXHIBIT 17 Unassociated Document
EXHIBIT 17

Resignation Letters from Robert J. Gillespie, Robert F. McCarthy, Jr. and Michael R. O’Brien, each dated September 21, 2011

From: Robert Gillespie
Sent: Wednesday, September 21, 2011 10:30 AM
To: Steve Hughes
Cc: [Directors and Executive Vice Presidents of Smart Balance]
Subject: Smart Balance Board of Directors

Dear Steve:

It is with great disappointment that I resign from the Smart Balance Board of Directors effective immediately.  My reasons include the Board’s disregard for Corporate Governance Best Practices and acceptance of business and stock price underperformance. 
Yours truly,

Robert J. Gillespie

Mr. Stephen Hughes
President/CEO
Smart Balance, Inc.
Suite 200
Longmont, CO 80503

Dear Steve.

Due to the process to implement changes in the committee assignments for the Smart Balance Board of Directors, I am no longer comfortable that I can effectively serve the needs of the shareholders as a Director of Smart Balance, Inc.

Please accept my resignation from Smart Balance Board of Directors and my position as Smart Balance Lead Director effective immediately.

Sincerely,


Robert F. McCarthy, Jr.

c.c.  Smart Balance Board of Directors
        Smart Balance Executive VP’s


Mr. Stephen Hughes
President/CEO
Smart Balance, Inc.
7102 La Vista Place
Suite 200
Longmont, CO  80503

Tuesday, September 21, 2011

Subject: Resignation Letter

Dear Steve,

My growing concerns, which have been expressed over the past several years in regard to our Shareholders and our accountability, force me to resign effective immediately.


Sincerely,


Michael R. O'Brien
cc: Smart Balance Board of Directors
       Smart Balance Exec VP's

Original signed copy sent via USPS