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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): May 23, 2011
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Innovative Food Holdings, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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| Florida | 0-9376 | 20-1167761 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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3845 Beck Blvd., Suite 805, Naples, Florida
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34114
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (239) 596-0204
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))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(a)(1)(i)
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On May 23, 2011 we were advised via email from Christopher Brown that he is resigning from our board of directors. Inasmuch as Dr. Brown’s email stated that he was resigning from Food Innovations, which is one of our operating subsidiaries, of which he is not a director, our counsel contacted Dr. Brown and pointed out this error and Dr. Brown responded by sending the following email on May 24, 2011, “thank you for correcting my resignation . I am therefore resigning from the Board of Innovative Food Holdings, Inc.” A copy of those emails are included with this filing as an exhibit. The board was promptly informed of his resignation. Three days later, on May 26, 2011, Dr. Brown sent a further email (a copy of which is filed herewith as an exhibit) claiming that his resignation was not effective until after he reviewed our statement about his resignation. His email stated “I have not approved my resignation and therefore am not resigned until I approve the release of the statement which is to be sent to the SEC . I asked for final approval in my resignation . Until that time I remain a director of the company and until I approve that release . I clearly stated that in my letter of resignation .” Based upon his resignation emails of May 23 and May 24, 2011, which are attached as exhibits exactly as received, it is apparent to us, and to our counsel, that Dr. Brown’s later email on May 26, 2011 stating that he is not resigning is a nullity and therefore Dr. Brown is no longer one of our directors. A copy of his May 26, 2011 email quoted above is filed herewith as an exhibit in its entirety and exactly as received.
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(a)(1)(ii)
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Dr. Brown was not on any committee of the board of directors, although as described in our previous public filings, our board does not currently have any committees and the entire board acts in place of the committees |
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(a)(1)(iii)
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In his email informing us of his resignation, Dr. Brown stated “I have at issue several factors with legal council [sic] and the Board for which "I believe " there is a direct dispute as it relates to shareholder value the senior note holders and full disclosure . You will also need to address the fact that no annual meeting has been performed as outlined in the companies documents .” In a second email sent three minutes later Dr. Brown stated “I forgot .. I am also concerned about the lack of disclosure for the forged documents .”
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We are aware that no annual meeting has occurred due to the monetary cost involved. However, even prior, and unrelated to Dr. Brown’s comments, we had been planning to call an annual meeting and it is expected to take place within the next several months.
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Dr. Chris Brown is an Oral Surgeon, who in his own words, is " an Oral and Maxillofacial surgeon and “ not an attorney”. Despite, this lack of legal experience, during his brief tenure on our board of directors, against the advice of the board, Dr. Brown chose to focus his efforts and time on creating wild and outlandish accusations related to legal matters, against a wide assortment of individuals and companies. Dr. Brown persisted in being quite vexatious in these claims and was continuously disruptive to the board, our management and legal counsel. Despite Dr. Brown’s lack of experience in the matters relating to his assortment of accusations we, in the exercise of an abundance of caution, made the decision to review all of Dr. Brown’s accusations in a careful and thorough manner. With significant effort and expense the board and counsel examined all his claims and found them to be without merit, including his claim of “lack of disclosure for the forged documents” quoted in the email above. Furthermore, it was determined that his claims generally reflected a complete and fundamental ignorance of basic corporate laws, securities laws and how the public markets function.
(a)(2) Filed herewith as exhibits are Dr. Brown’s two emails from May 23, 2011, his email from May 24, 2011 and his email from May 26, 2011.
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(a)(3)
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No later than the day this report is filed, we will provide a copy to Dr. Brown and inform him of the opportunity to furnish us, as promptly as possible, with a letter addressed to us stating whether he agrees with the statements we made in this report and, if not, stating the respects in which he does not agree. In the event we receive such a letter we will file it with SEC as an exhibit by an amendment to this report within two business days after its receipt.
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Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
Number
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Description
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17.1*
17.2*
17.3*
17.4*
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-----------------------------
* Filed herewith.
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.
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INNOVATIVE FOOD HOLDINGS, INC.
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Dated: May 27, 2011
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By: /s/ Sam Klepfish
Sam Klepfish, CEO
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Exhibit Index
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Exhibit
Number
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Description
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17.1
17.2
17.3
17.4
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Exhibit 17.1
From: DocCHBrown@aol.com [mailto:DocCHBrown@aol.com]
Sent: Monday, May 23, 2011 3:06 PM
To: Irving Rothstein; sklepfish@foodinno.com; marknebrig@mvalaw.com
Subject: Resignation
I am copying all parties on this email .
Irving and Sam , I am writing to you today and resigning from the Board of Food Innovations . I need you to make the appropriate release and in the release you must disclose that I have at issue several factors with legal council and the Board for which "I believe " there is a direct dispute as it relates to shareholder value the senior note holders and full disclosure . You will also need to address the fact that no annual meeting has been performed as outlined in the companies documents . I would like to approve the release before it is submitted and you may only email me directly . Irving as I have asked Howard Rhine to never write me again , I am asking for you to email me in the future regarding this release . My attorney is copied on this email but he is not to be contacted . I am also putting you on notice that I have not received shares of stock for being on the board until this date .
Chris Brown
Exhibit 17.2
From: DocCHBrown@aol.com [mailto:DocCHBrown@aol.com]
Sent: Monday, May 23, 2011 3:09 PM
To: Irving Rothstein; sklepfish@foodinno.com; marknebrig@mvalaw.com
Subject: (no subject)
I forgot .. I am also concerned about the lack of disclosure for the forged documents . This is witnessed by Rob Gillingham and Wally Giakus . I believe that should also be in this release . I see no way out of an SEC investigation at this point .
Exhibit 17.3
From: DocCHBrown@aol.com [mailto:DocCHBrown@aol.com]
Sent: Tuesday, May 24, 2011 11:40 AM
To: Irving Rothstein
Subject: Re: Resignation
Irving .. thank you for correcting my resignation . I am therefore resigning from the Board of Innovative Food Holdings, Inc. I have written several times about being sent shares that have already been promised and reported however to date have never received after numerous promises . I do not know what the appropriate rules are for disclosure for resignation . I would however want to make sure it is a full disclosure based on my beliefs written in yesterdays email . I believe I may become involved in a derivative lawsuit and wanted you to know . Chris Brown
In a message dated 5/24/2011 11:30:20 A.M. Eastern Daylight Time, IRothstein@fedkas.com writes:
Board of Innovative Food Holdings, Inc
Exhibit 17.4
From: DocCHBrown@aol.com [mailto:DocCHBrown@aol.com]
Sent: Thursday, May 26, 2011 3:36 PM
To: Irving Rothstein
Subject: Re: FW: Chris Brown
I have not approved my resignation and therefore am not resigned until I approve the release of the statement which is to be sent to the SEC . I asked for final approval in my resignation . Until that time I remain a director of the company and until I approve that release . I clearly stated that in my letter of resignation . There has been no review process by myself for that release . It was brought to my attention by Mr.Ferrone that Sam Klepfish contacted him and tried to backdoor him and only offer 50% . I had been told by Wally Giakus approximately three weeks ago he was sent an offer sheet at 85% and he accepted . I obviously told Mike Ferrone he should contact Wally Giakus to discuss that fact of an offer and an agreement and sending of 91,000 without Board approval . I also have asked for information about Board Insurance Irving for which I have not received . My SEC attorney is going to want to contact them, after I write the Bar to get my original documents back from your lawfirm . I need that information as soon as possible . I am awaiting the press release to make my resignation official . Until I read that press release I will remain a member of the Board .
Chris Brown