-----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, LNGZB/aQ6sMuIkyq3URCfFswynlUX09RX/SZvpy9u40j79EUYXeQ5NKzK4qGxol1 JetensUNuM0DfrbXCCSHDQ== 0000909954-08-000022.txt : 20080401 0000909954-08-000022.hdr.sgml : 20080401 20080331184249 ACCESSION NUMBER: 0000909954-08-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN MOUNTAIN COFFEE ROASTERS INC CENTRAL INDEX KEY: 0000909954 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 030339228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12340 FILM NUMBER: 08726826 BUSINESS ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 BUSINESS PHONE: 8022445621 MAIL ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 FORMER COMPANY: FORMER CONFORMED NAME: GREEN MOUNTAIN COFFEE INC DATE OF NAME CHANGE: 19930729 8-K 1 lazaris_eightk.htm 8-K

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): March 31, 2008

1-12340
(Commission File Number)

GREEN MOUNTAIN COFFEE ROASTERS, INC.
(Exact name of registrant as specified in its charter)

Delaware 03-0339228
(Jurisdiction of Incorporation) (IRS Employer Identification Number)

33 Coffee Lane, Waterbury, Vermont 05676
(Address of registrant's principal executive office)

(802) 244-5621
(Registrant's telephone number)

 

 

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

On March 31, 2008 Green Mountain Coffee Roasters, Inc. (the "Company") announced that Nicholas Lazaris will be resigning as President of Keurig, Incorporated ("Keurig"), a wholly- owned subsidiary of the Company.

On March 31, 2008 Mr. Lazaris entered into a Separation and Transition Agreement with Keurig (the "Transition Agreement") that governs the terms of his resignation and contains the following material provisions:

  • Mr. Lazaris's resignation of his employment with Keurig will be effective as of the August 15, 2008 (the "Separation Date") and his resignation as President and from the Board of Directors of Keurig will be effective as of the earlier of June 16, 2008 or the date upon which a new President of Keurig is hired. During the period from June 16, 2008 through August 15, 2008, Mr. Lazaris shall serve as a special advisor to the Company's Chief Executive Officer and continue in a transitional role with Keurig.
  • Through the Separation Date, Mr. Lazaris will continue to receive his current base salary at the rate of $326,560 per year payable in accordance with the normal payroll practices of Keurig and employee benefits and will be entitled to reimbursement for reasonable business expenses.
  • Following the Separation Date, Mr. Lazaris will receive severance benefits in the amount of a lump sum payment of $195,936 plus any amounts owed to Mr. Lazaris for accrued but unused vacation time. In addition, Mr. Lazaris may continue to exercise any vested options as of the Separation Date in accordance with any limitation set forth in the applicable stock plan or option agreement. Each outstanding option that has not vested as of the Separation Date shall expire. Notwithstanding the foregoing, if the Separation Date occurs prior to August 15, 2008, then on such date all outstanding options that would vest by August 15, 2008 pursuant to their terms, shall automatically accelerate and vest immediately.
  • Mr. Lazaris will continue to be bound by the existing non-competition obligations in his employment agreement which require him to refrain from competitive activity and solicitation of Keurig or Company employees for a period of 18 months after the Separation Date.
  • The Transition Agreement includes a standard waiver and release of claims by Mr. Lazaris.
  • The Transition Agreement replaces and supersedes all prior agreements between Keurig and Mr. Lazaris, except for the provisions in Mr. Lazaris's employment agreement relating to non-competition, non-solicitation and confidentiality which shall continue in accordance with their terms.
  • Under the Transition Agreement, Mr. Lazaris is entitled to reimbursement for up to $15,000 of legal fees in connection with the preparation of the Transition Agreement.

On March 31, 2008, Mr. Lazaris also entered into a consulting agreement with the Company pursuant to which he will serve as a consultant to the Company with respect to the patent infringement lawsuit filed by Keurig against Kraft Foods Global, Inc. and Tassimo Corporation in exchange for a monthly retainer of $5,000 and a $450 per hour service fee.

A copy of the press release announcing Mr. Lazaris's resignation is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release

 

 

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.

GREEN MOUNTAIN COFFEE ROASTERS, INC.

By: /s/ Frances G. Rathke
Frances G. Rathke
Chief Financial Officer

Date: March 31, 2008

Index to Exhibits

Exhibit No.

99.1

Description

Press Release

EX-99.1 2 exhibit_0331final.htm Press Release

 

Contact: Frances G. Rathke, CFO

Tel: (802) 244-5621 x2300

 

GREEN MOUNTAIN COFFEE ROASTERS, INC. ANNOUNCES MANAGEMENT TRANSITION AT KEURIG

WATERBURY, VERMONT (March 31, 2008) -- Green Mountain Coffee Roasters, Inc. (together with its subsidiary, "the Company" or "GMCR") (NASDAQ: GMCR), announced today that Nicholas Lazaris, President of Keurig, Incorporated, a wholly-owned subsidiary of GMCR, has resigned to pursue other career opportunities and has entered into a separation and transition agreement with Keurig. Under the terms of this agreement, Mr. Lazaris will continue to serve as President of Keurig until June 16, 2008 or the date on which his successor commences employment, whichever is earlier. To support a smooth transition, Mr. Lazaris will continue to be an employee of Keurig until August 15, 2008, providing assistance as needed. Following his employment, Mr. Lazaris will serve as a consultant in Keurig's patent infringement litigation pending against Kraft. The Company has retained an executive search firm to assist it in the recruitment of a new President of Keurig.

Mr. Lazaris and the talented Keurig leadership team have made history by leading the evolution in coffee from drip brewing to single-cup brewing. Under Mr. Lazaris' leadership, Keurig first brought its patented, innovative single-cup brewers to offices in the late 1990s and now is the single-cup market leader in offices. In recent years, Keurig also successfully entered the home market with several new models, again establishing it as the market leader in single-cup brewers. Most recently, a model was introduced for in-room brewing at hotels, further expanding Keurig's market potential. Keurig has sold over 1.5 million single-cup brewers life-to-date in North America. In turn, these brewers have created demand for over 2.5 billion K-Cups that have been shipped by Keurig's licensed roasters and enjoyed by gourmet coffee, tea and hot cocoa lovers nationwide.

Lawrence J. Blanford, President and Chief Executive Officer of Green Mountain Coffee Roasters, Inc., said, "On behalf of the entire Board and everyone at GMCR, I would like to thank Nick Lazaris for his outstanding leadership, passion and guidance. I have great admiration for Nick's intelligence, integrity and entrepreneurial skills culminating in creating such an outstanding, fast-growth business. Under his strong leadership, Keurig is now the #1 single-cup office and home coffee brewing system in North America. Nick was appropriately recognized when he received the 2006 Entrepreneur of the Year Award from Ernst & Young."

Robert P. Stiller, Chairman and Founder of Green Mountain Coffee Roasters, Inc., said, "Nick Lazaris truly is a great American entrepreneur. The Keurig brewer was under development for several years prior to Nick joining Keurig, but I credit his great leadership with transforming a promising opportunity into a thriving business by introducing a successful single-cup system to the market. He assembled a talented, creative and deep leadership team at Keurig as well as an extensive and strong supply chain to support its rapid growth. He is an extraordinary person in all dimensions and it has been my privilege to work with him. I look forward to staying in touch with him at his new endeavors."

Nick Lazaris, President of Keurig, said: "I am very proud of my partners on the Keurig team. Their many accomplishments are a function of their hard work, smart work and team work. Together, we not only developed high quality, innovative single-cup brewing technologies, but we developed innovative "go to market" strategies to create the single-cup market category and build a defensible position against competitors many times our size. While I have mixed emotions about leaving, Keurig is in excellent shape, with a very exciting future, and I am ready to start a new stage of my life. Until my departure I shall continue to be 100% focused on Keurig's success."

 

About Green Mountain Coffee Roasters, Inc.

Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) is recognized as a leader in the specialty coffee industry for its award-winning coffees, innovative Keurig brewing technology and socially responsible business practices. GMCR maintains two business divisions. Its Green Mountain Coffee division sells more than 100 high-quality coffee selections, including Fair Trade Certified™ organic coffees, under the Green Mountain Coffee® and Newman's Own® Organics brands through its wholesale, direct mail and e-commerce operations (www.GreenMountainCoffee.com). Green Mountain Coffee also produces its coffee as well as hot cocoa and tea in K-Cup® portion packs for Keurig® single-cup brewers. Keurig, Incorporated, also a wholly-owned subsidiary of GMCR is a pioneer and leading manufacturer of gourmet single-cup coffee brewing systems for offices, homes and hotel rooms. Keurig markets its patented brewers and K-Cup ® portion packs through office distributors, retail and direct channels (www.Keurig.com). K-Cup portion packs are produced by a variety of licensed roasters including Green Mountain Coffee. Green Mountain Coffee Roasters, Inc. has been recognized repeatedly by CRO Magazine, Forbes and SustainableBusiness.com as a good corporate citizen and an innovative, high-growth company.

Forward-Looking Statements

Certain statements contained herein are not based on historical fact and are "forward-looking statements" within the meaning of the applicable securities laws and regulations. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the unknown impact of management changes, Keurig's ability to continue to grow and build profits in the office and at home markets and develop the in-room hotel market, the unknown impact of any price increases on net sales, the impact on sales of consumer sentiment regarding the health of the economy, the Company's success in efficiently expanding operations and capacity to meet growth, business conditions in the coffee industry and food industry in general, fluctuations in availability and cost of high-quality green coffee, competition, variances from sales mix and growth rate, weather a nd special or unusual events, as well as other risks described more fully in the Company's filings with the SEC. Forward-looking statements reflect management's analysis as of the date of this press release. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases.

 

 

 

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