Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
CRMB > SEC Filings for CRMB > Form 8-K on 16-Nov-2011All Recent SEC Filings

Show all filings for 57TH STREET GENERAL ACQUISITION CORP

Form 8-K for 57TH STREET GENERAL ACQUISITION CORP


16-Nov-2011

Entry into a Material Definitive Agreement, Financial Statem


Item 1.01 Entry into a Material Definitive Agreement
Effective November 14, 2011, Crumbs Bake Shop, Inc. (the "Company"), Crumbs Holdings LLC ("Crumbs"), the Company's non-wholly owned subsidiary, and Julian R. Geiger entered into an Employment Agreement and Securities Grant Agreement, providing for Mr. Geiger's employment as the President and Chief Executive Officer of the Company and Crumbs and the issuance of certain securities to him in connection therewith, as described in Item 5.02 hereof. Concurrent with the execution of such agreements, the Company and Mr. Geiger entered into the following agreement:
Registration Rights Agreement
As of November 14, 2011, the Company entered into a Registration Rights Agreement with Julian R. Geiger (the "Registration Rights Agreement") pursuant to which Mr. Geiger will be entitled to certain registration rights for (i) any shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") issued upon the exchange of any New Crumbs Class B Exchangeable Units (the "Class B Exchangeable Units") of Crumbs, and, (ii) upon their issuance pursuant to the terms of the Securities Grant Agreement (as described in Item 5.02 hereof), any shares of Common Stock issued or issuable upon the exchange of any contingent Class B Exchangeable Units of Crumbs, held or beneficially owned by Mr. Geiger (collectively, the "Registrable Securities") subject to certain limitations and to transfer restrictions as described below. Mr. Geiger may issue to the Company a written request on up to two occasions at any time beginning six months after the date of the Registration Rights Agreement that the Company effect the registration under the Securities Act of 1933, as amended (the "Securities Act") of all or any portion of the Registrable Securities held by him. In addition, the Registration Rights Agreement provides unlimited "piggyback" registration rights on registration statements. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as minimums, blackout periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering may be imposed by the managing underwriter. The Company will bear the expenses incurred in connection with the filing of any such registration statements, other than underwriting discounts and commissions attributable to the Registrable Securities being sold.
The above summary of the Registration Rights Agreement is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition On November 14, 2011, the Company issued a press release reporting its financial results for the three months ended September 30, 2011. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
The Company notified the Nasdaq Stock Market LLC ("Nasdaq") by letter dated November 14, 2011, that it had named Julian R. Geiger, an independent director, to the position of President and Chief Executive Officer. Upon becoming an executive officer of the Company, Mr. Geiger is no longer considered an independent director under Nasdaq Corporate Governance Rules. This change in Mr. Geiger's status caused the Company to become noncompliant with Nasdaq Rule 5605(b)(1) which requires that the Company's Board of Directors be comprised of a majority of independent directors. On November 15, 2011, Nasdaq issued a formal notice of noncompliance with the Continued Listing criteria in Rule 5810(b). Nasdaq notified the Company that it had until the earlier of the next annual shareholders' meeting or November 14, 2012 to become compliant with such rule.


Concurrently with the Company's notification, the Company also notified Nasdaq that its Board of Directors has adopted a plan to regain compliance with the Continued Listing requirements. This plan includes increasing the size of the Board from eight to nine persons, the identification and review of several potential nominees being considered by the Nominating and Governance Committee and the Board's plan to appoint such additional independent director as soon as possible, but expected to be within the next 60 days.
The Company made a public announcement of its noncompliance by issuing a press release on November 14, 2011, disclosing its notification to Nasdaq as well as its plan to regain compliance. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. Item 3.02 Unregistered Sales of Equity Securities In connection with the employment of Julian R. Geiger as President and Chief Executive Officer of the Company and Crumbs pursuant to the Employment Agreement and the Securities Grant Agreement, both as described in Item 5.02 hereof, Crumbs agreed to issue to Mr. Geiger 799,000 Class B Exchangeable Units and the Company agreed to issue 79,900 shares of the Company's Series A Voting Preferred Stock, $0.0001 par value (the "Series A Preferred Stock"), subject to vesting. The Company and Crumbs also agreed to issue certain contingent securities, as described in Item 5.02 hereof. The securities were issued in a transaction exempt under Section 4(2) from the registration requirements of the Securities Act. The information set forth in Item 5.02 hereof in the sections entitled "Employment Agreement" and "Securities Grant Agreement" is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Principal Executive Officer Effective November 14, 2011, the Board of Directors of the Company and the Board of Managers of Crumbs each appointed Julian R. Geiger to serve as President and Chief Executive Officer of the Company and of Crumbs, respectively, replacing Jason Bauer, a co-founder of Crumbs, who served in such capacities since the closing of the Company's business transaction with Crumbs on May 5, 2011. Mr. Bauer will continue to serve as a director and as Senior Vice President of Business Development of the Company and Crumbs.
Julian R. Geiger, age 66, has served as a director of the Company and Crumbs since May 5, 2011 and in addition was appointed to serve as the President and Chief Executive Officer of the Company and Crumbs on November 14, 2011. He has been chairman of the board of directors of Aéropostale, Inc. ("Aéropostale"), a mall-based specialty retailer, since August 1998 and served as its chairman and chief executive officer from August 1998 to February 2010. In addition to currently serving as chairman of the board of Aéropostale, Mr. Geiger currently serves as a part-time advisor to that company. From 1996 to 1998, Mr. Geiger served as president and chief executive officer of Federated Specialty Stores, Inc., a division of Federated Department Stores, Inc., which included Aéropostale. Before joining Federated Specialty Stores, Inc., Mr. Geiger served as president of the Eagle Eye Kids wholesale and retail divisions of Asian American Partners from 1993 to 1996. Prior to that time, Mr. Geiger held a wide range of merchandising positions from 1975 to 1993 at R.H. Macy & Co., Inc., a department store holding company, including president of merchandising for Macy's East. Mr. Geiger received his BA in History from Columbia College and his MBA from the Columbia Graduate School of Business Administration. Mr. Geiger serves on the Company's Board of Directors as a designee of the holders of the Series A Preferred Stock.


On November 14, 2011, Mr. Geiger resigned as a member of the Compensation Committee of the Company's Board of Directors effective immediately. The Company issued a press release dated November 14, 2011 announcing Mr. Geiger's appointment as President and Chief Executive Officer of the Company and Crumbs as described under this Item 5.02. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. Employment Agreement
On November 14, 2011, the Company and Crumbs entered into an employment agreement with Julian R. Geiger (the "Geiger Employment Agreement") pursuant to which Mr. Geiger will serve as President and Chief Executive Officer of the Company and Crumbs commencing November 14, 2011 (the "Effective Date") and continuing through December 31, 2013.
Pursuant to the Geiger Employment Agreement, Mr. Geiger shall receive no salary nor participate in any bonus plan of the Company or Crumbs that may be in effect during the term of the agreement. Mr. Geiger will serve on a part time basis until February 6, 2012. The Company and Crumbs agreed that promptly following execution of the Geiger Employment Agreement, Crumbs shall grant to him 799,000 Class B Exchangeable Units and the Company shall grant to him 79,900 shares of Series A Preferred Stock, subject to the following vesting provisions:
• 50% of the 799,000 Class B Exchangeable Units and of the 79,900 shares of the Series A Preferred Stock shall vest as of the Effective Date (such securities, the "First Tranche");

• the remaining 50% of the 799,000 Class B Exchangeable Units and of the 79,900 shares of Series A Preferred Stock shall vest on the one-year anniversary of the Effective Date (such securities, the "Second Tranche");

• upon the termination of Mr. Geiger's employment by the Company or Crumbs without "Cause" or by Mr. Geiger for "Good Reason" (as each such term is defined therein) prior to the one-year anniversary of the Effective Date, the Second Tranche shall immediately become fully vested;

• upon the termination of Mr. Geiger's employment with the Company and Crumbs as a result of his death or "Disability" (as defined therein) prior to the one-year anniversary of the Effective Date, a portion of the Second Tranche shall immediately become vested (determined by multiplying the amount of the applicable securities in the Second Tranche by a fraction, the numerator of which is the number of days from the Effective Date through the date of the termination and the denominator of which is 365); and

• The Second Tranche shall immediately become fully vested upon a "Change of Control" (as defined therein) prior to the one-year anniversary of the Effective Date.

Concurrent with the execution of the Geiger Employment Agreement, EHL Holdings LLC ("EHL") and Bauer Holdings, Inc. (formerly Crumbs, Inc.) ("Bauer Holdings") agreed to forfeit an aggregate of 799,000 Class B Exchangeable Units and 79,900 Series A Preferred Stock as described below in the section entitled "Acknowledgement Agreements."
In addition, pursuant to the Geiger Employment Agreement Mr. Geiger shall be eligible to receive up to an additional 901,000 Class B Exchangeable Units from Crumbs and 90,100 shares of Series A Preferred Stock from the Company (collectively, the "Contingent Securities") pursuant to the terms and conditions of a Securities Grant Agreement (as defined and described below), but subject to the terms and conditions of the Business Combination Agreement dated as of January 9, 2011, as amended on each of February 18, 2011, March 17, 2011 and April 7, 2011, in each case by and among the Company, 57th Street Merger Sub LLC, Crumbs, the members of Crumbs immediately prior to May 5, 2011, and their representatives, as set forth on the signature pages thereto (the "Business Combination Agreement"). The grant of the Contingent Securities survives the termination of the Geiger Employment Agreement.


For purposes of the Geiger Employment Agreement, "Cause" generally means
(i) gross negligence or willful misconduct in the performance of duties;

(ii) conviction of a fraud, felony or crime of moral turpitude;

(iii) willful failure to follow instructions of the Board, which instructions are material, legal and not inconsistent with the duties assigned under the Geiger Employment Agreement, and which failure is not cured after written notice, if curable; or

(iv) any breach of any of the material terms of the agreement that is not timely cured upon written notice (if curable).

For purposes of the Geiger Employment Agreement, "Good Reason" generally means
(i) any breach of any of the material terms thereof by the Company or Crumbs (individually or jointly);

(ii) without Mr. Geiger's consent, a material reduction in the authorities, powers, functions and/or duties attached to his position;

(iii) without Mr. Geiger's consent, relocation of the principal location of Mr. Geiger's employment to a location more than 25 miles from its current location;

(iv) Mr. Geiger is removed from or not re-elected to the Board or the office of Chief Executive Officer of the Company and Crumbs (individually or jointly); or

(v) a Change of Control (as defined therein).

For purposes of the agreement, a "Change of Control" generally means either
(i) the acquisition by any person (as defined by the Securities Exchange Act of 1934, as amended) of beneficial ownership or entity of securities of the Company representing 50% (or more) of the total voting power of all of the Company's then outstanding voting securities;

(ii) a merger or consolidation of the Company in which the Company's voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities (owned by . . .



Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith:

   Exhibit
    Number        Description
      3.1         Certificate of Correction to the Third Amended and Restated
                  Certificate of Incorporation of Crumbs Bake Shop, Inc.
      3.2         Certificate of Increase of Series A Voting Preferred Stock of Crumbs
                  Bake Shop, Inc.
     10.1 *       Employment Agreement among Crumbs Bake Shop, Inc., Crumbs Holdings
                  LLC and Julian R. Geiger dated November 14, 2011.
     10.2 *       Amended and Restated Employment Agreement among Crumbs Bake Shop,
                  Inc., Crumbs Holdings LLC and Jason Bauer dated November 14, 2011.
     10.3 *       Amended and Restated Employment Agreement among Crumbs Bake Shop,
                  Inc., Crumbs Holdings LLC and Mia Bauer dated November 14, 2011.
     10.4 *       Letter Agreement among Crumbs Bake Shop, Inc., Crumbs Holdings LLC
                  and John D. Ireland dated November 14, 2011.
     10.5 *       Securities Grant Agreement among Crumbs Bake Shop, Inc., Crumbs
                  Holdings LLC and Julian R. Geiger dated November 14, 2011.
     10.6         Registration Rights Agreement between Crumbs Bake Shop, Inc. and
                  Julian R. Geiger dated November 14, 2011.
     10.7 *       Indemnification Agreement among Crumbs Bake Shop, Inc., Crumbs
                  Holdings LLC and Julian R. Geiger dated November 14, 2011.
     99.1         Press Release dated November 14, 2011.
     99.2         Press Release dated November 14, 2011.

* Indicates a management contract or compensatory plan required to be filed as an exhibit.


  Add CRMB to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for CRMB - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.