-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7JeEWde7fbLPzAcx5pzumuXcT0vd5X+zTT3DMrDZOcmNrmFVp31QHTQFM1eSe7t cXddqUZLNMOFzjeqe3nJjw== 0001096906-06-001046.txt : 20060911 0001096906-06-001046.hdr.sgml : 20060911 20060911161432 ACCESSION NUMBER: 0001096906-06-001046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060906 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060911 DATE AS OF CHANGE: 20060911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPEAKING ROSES INTERNATIONAL INC CENTRAL INDEX KEY: 0000884321 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 330750730 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22515 FILM NUMBER: 061084247 BUSINESS ADDRESS: STREET 1: 404 IRONWOOD DRIVE STREET 2: N/A CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: (801) 433-3900 MAIL ADDRESS: STREET 1: 404 IRONWOOD DRIVE STREET 2: N/A CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FORMER COMPANY: FORMER CONFORMED NAME: MILLENNIUM ELECTRONICS INC DATE OF NAME CHANGE: 19970917 FORMER COMPANY: FORMER CONFORMED NAME: BEACON CAPITAL INVESTMENT INC DATE OF NAME CHANGE: 19930328 8-K 1 srii8k090606.txt SPEAKING ROSES INTERNATIONAL, INC. FORM 8-K ================================================================================ 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 6, 2006 Speaking Roses International, Inc. (Exact name of registrant as specified in its charter) Utah 0-22515 20-0612376 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 404 Ironwood Drive Salt Lake City, Utah 84115 (Address of principal executive offices) (801) 433-3900 (Registrant's telephone number, including area code) N/A (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 Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On September 6, 2006, Mr. Terrell A. Lassetter resigned as the Chief Executive Officer of Speaking Roses International, Inc. (the "Company"), effective as of September 18, 2006. (c) On September 6, 2006, the Company appointed Mr. Alan K. Farrell as the Company's Chief Executive Officer, effective as of September 18, 2006. Prior to joining the Company, Mr. Farrell, age 39, served as the Vice President of Operations of Associated Food Stores, Inc., a cooperatively-owned wholesale distributor to almost 600 independently owned supermarkets in an eight state region since September, 2004. Between May, 1999 and July 2005, Mr. Farrell served in several management positions within and as a corporate officer of Kmart Corporation, most recently as its Vice President of West Central Division. Between January, 1994 and May, 1999, Mr. Farrell served in various management positions within Wal-Mart Stores, Inc., most recently as its Europe/Asia Regional Merchandise Manager. Mr. Farrell is a graduate of Brigham Young University from which he received a degree in Business Management. There are no family relationships between Mr. Farrell and any of the Company's directors or officers. Mr. Farrell's employment as the Chief Executive Officer of the Company is not subject to an employment agreement. The Company has agreed to provide Mr. Farrell with an annual salary of $158,000.00. In addition, effective as of September 18, 2006, the Company will grant Mr. Farrell 100,000 shares of the Company's restricted common stock and an option to purchase 400,000 shares of the Company's common stock at an exercise price equal to the fair market value at the close of business on September 18, 2006 in accordance with the Company's 2006 Equity Incentive Plan. The option will vest over three years in equal annual installments and be immediately cancelable upon termination of Mr. Farrell's employment with the Company. Item 3.02 Unregistered Sale of Equity Securities The disclosures provided in Item 5.02 of this Form 8-K are hereby incorporated by reference with respect to the terms and award of the stock and stock options granted to Mr. Farrell. The grant of the common stock and stock options described therein will be made pursuant to Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder, based in part on the representations made by Mr. Farrell. .. 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. Dated: September 11, 2006 Speaking Roses International, Inc. By: /s/ Terrell A. Lassetter ------------------------ Terrell A. Lassetter, Chief Executive Officer - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----