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HEWA > SEC Filings for HEWA > Form 8-K on 10-May-2013All Recent SEC Filings

Show all filings for HEALTHWAREHOUSE.COM, INC. | Request a Trial to NEW EDGAR Online Pro



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

Since March 1, 2013,, Inc. (the "Company") has received three letters from shareholders alleging certain breaches of fiduciary duties by directors of the Company and demanding that the Company commence investigations of the alleged conduct.

On March 1, 2013, the Company received a letter on behalf of the holders of the Company's Series B Preferred Stock ("Preferred Holders") alleging that a convicted felon appears to be a consultant to the company, owes the company money, and exercises control over the Company.

On March 8, 2013, the Company received a letter on behalf of shareholder Wayne Corona alleging that two directors breached their fiduciary duties and demanding that the Company investigate legal claims against those directors. The letter alleges that the director designee of the Preferred Holders and the director designee of New Atlantic Ventures Fund III, L.P. ("NAV") acted in concert to attempt to scuttle the Company's recent financing plan. The letter also alleged that the director designee of the Preferred Holders and the director designee of NAV sought to prevent the Company from paying back its lenders in 2010 and 2011.

On March 18, 2013, the Company received a letter on behalf of the two directors denying the allegations and stating there was no proper basis for launching an investigation.

On March 27, 2013, a letter on behalf of Messrs. Backus and Stecker, in their capacities as directors and shareholders, demanded that the Company (i) investigate alleged breaches of confidentiality and fiduciary duties by the Company's President and CEO and two other directors in connection with the purported shareholder demand letter of Mr. Corona dated March 8, 2013, and (ii) assert related claims against those individuals. The letter also asserted that the director constituting the special committee, Youssef Bennani, is subject to alleged conflicts of interest that disqualify him from serving on any proposed special committee to evaluate the pending shareholder demands.

On April 23, 2013, the Company's Board of Directors met and considered the shareholder letters and formed a Special Committee, chaired by Youssef Bennani, a director and Chairman of the Company's Audit Committee, to investigate the shareholder demands. The Special Committee has retained the law firm of Morrison & Foerster to conduct the investigation and advise the Special Committee.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 - HWH Lending and Milfam letter, dated March 1, 2013.

Exhibit 99.2 - Wayne Corona letter, dated March 8, 2013.

Exhibit 99.3 - Matthew Stecker and John Backus response letter, dated March 18, 2013.

Exhibit 99.4 - Matthew Stecker and John Backus letter, dated March 27, 2013.

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