8-K 1 frhv8kmar210.htm FRESH HARVEST PRODUCTS FORM 8K Fresh Harvest Products Inc

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)   February 24, 2010

Fresh Harvest Products, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

New Jersey

(State or Other Jurisdiction of Incorporation)

 

 

000-24189

33-1130446

(Commission File Number)

(IRS Employer Identification No.)

 

 

280 Madison Ave, Suite 1005

New York, NY 10016

10016

(Address of Principal Executive Offices)

(Zip Code)

 

 

917-652-8030

(Registrant’s Telephone Number, Including Area Code)

 

 

NA

(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))









SECTION 5

CORPORATE GOVERNANCE AND MANAGEMENT


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On February 24, 2010, Richard Verdiramo, a Director of the Registrant since December 16, 2005, submitted a letter of resignation, via facsimile transmission (”Resignation Letter”).  His resignation was accepted by the Board of Directors effective immediately. The Resignation Letter references disagreements that Mr. Verdiramo had with the Registrant’s management and operations during his tenure as Director, specifically since 2006. Included in the Resignation Letter were claims that the Company has acted without proper Board of Directors’ oversight and approval. The Registrant disagrees with the claims made in the Resignation Letter, but does certainly agree with the following statement by Mr. Verdiramo contained therein, i.e. “I should have tendered my resignation long ago.” In this regard, the Registrant also notes that Mr. Verdiramo, while he was still a director, is believed to have been an affiliate or control person of an entity, Illuminati Inc.,  that initiated a lawsuit against the Registrant on June 7, 2007.  Upon the Registrant’s information and belief, Mr. Verdiramo’s father, Vincent Verdiramo, was and currently is a control person of Illuminati. The suit was settled on May 20, 2008.


The Registrant’s Board of Directors currently does not nor did it, during the time of Mr. Verdiramo’s tenure as a director, have any committees. Mr. Verdiramo is not owed any compensation as a director at this time.


The Registrant has provided Mr. Verdiramo with a copy of the disclosures it is making in response to this Item 5.02 no later than the day of filing with the Commission.  The Registrant has provided the resigning director with the opportunity to furnish the Registrant, as promptly as possible, with a letter addressed to the Registrant stating whether he agrees with the statements made by the Registrant in response to this Item 5.02.  The Registrant will file any such letter with the Commission as an exhibit by amendment to this Report on Form 8-K within two business days after receipt by the Registrant.  


The Company is currently conducting a search to fill the Board of Directors from Mr. Verdiramo’s resignation.



Item 9.01

Financial Statements and Exhibits.


(d) Exhibits


Number

Description


99.1

February 24, Letter of Resignation of Director, Richard Verdiramo








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, thereunto duly authorized.

 

 

 

 

 

 

  

Fresh Harvest Products, Inc.

  

  


Date:    March 2, 2010

By:    /s/ Michael Jordan Friedman


  

Michael Jordan Friedman

  

President, Chief Executive Officer and Chairman of the Board of Directors