AMPLIFY SNACK BRANDS, INC. (NYSE:BETR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
The disclosure in Item 3.02 of this Current Report on Form 8-K regarding the issuance of an inducement award in the form of options to purchase shares of common stock of Amplify Snack Brands, Inc. (the “Company”), par value $0.0001, to Craig Shiesley is incorporated by reference into this Item. Theinducement grant is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section4(a)(2) thereof and/or Regulation D promulgated thereunder.
A press release announcing the inducement grant to Craig Shiesley was issued by us on September20, 2019, a copy of which is attached hereto as Exhibit 99.1.
| Item 3.02. | Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September19, 2017, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) granted Craig Shiesley, the Company’s newly appointed Chief Operating Officer and President, North America, a stock option award to purchase 1,166,173 shares of the Company’s common stock subject to the terms of the Company’s Form of Inducement Award Non-Qualified Stock Option Agreement (“Form of Inducement Option Agreement”) which is attached to this report as Exhibit10.1. One third (1/3)of the shares subject to Mr.Shiesley’s option award shall vest and become exercisable on the last day of the month of first anniversary of September12, 2017, and the remaining two thirds (2/3)of the shares subject to Mr.Shiesley’s option award shall vest in twenty-four (24)equal monthly installments thereafter, subject to Mr.Shiesley’s continued service to the Company on each vesting date. This option award replaces in its entirety the option award that was purported to be granted to Mr.Shiesley on September12, 2017, as previously disclosed in the Current Report on Form 8-K filed by the Company on September12, 2017 (the “Prior Award”).The Prior Award was not effective and is null and void. The terms of the new option are substantially identical to the Prior Award, except that the exercise price of the new option is $7.06 per share which is $0.02 higher than the Prior Award and equal to the closing price of the Company’s common stock on the date of grant, September19, 2017.
The option award granted to Mr.Shiesley on September19, 2017, was granted outside of the Company’s current stockholder-approved stock option and incentive plan and is intended to qualify as an “employment inducement award” within the meaning of Section303A.08 of the New York Stock Exchange Listed Company Manual; accordingly, the Company is not required to seek (and did not seek) approval of the inducement award made to Mr.Shiesley by the Company’s stockholders under applicable New York Stock Exchange rules.
| Item 3.02 | Financial Statements and Exhibits. |
(d) Exhibits
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ExhibitNo. |
Description |
| 10.1 | Form of Inducement Option Agreement |
| 99.1 | Press Release, dated September20, 2017, issued by Amplify Snack Brands, Inc. |
Exhibit Index
Amplify Snack Brands, INC ExhibitEX-10.1 2 d452304dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMPLIFY SNACK BRANDS,…To view the full exhibit click here
About AMPLIFY SNACK BRANDS, INC. (NYSE:BETR)
Amplify Snack Brands, Inc. is a snack food company. The Company and its subsidiaries are focused on developing and marketing products that appeal to consumers’ preference for Better-For-You (BFY) snacks. Its BFY-focused snacking platform consists of two brands: SkinnyPop and Paqui. Its anchor brand, SkinnyPop, is a BFY ready-to-eat (RTE) popcorn brand. SkinnyPop has a customer base across food distribution channels in the United States. SkinnyPop is cooked with approximately three core ingredients, such as popcorn, sunflower oil and salt. The SkinnyPop portfolio comprises approximately seven flavors, such as Original, White Cheddar flavor, Black Pepper and Sea Salt, Naturally Sweet, Dusted Dark Chocolate flavor, Jalapeno and Hatch Chile, a seasonal offering. It offers its products in a range of bag sizes and pack types that are sold across all channels. SkinnyPop products are gluten-free. The Company sells its products directly to retailers and to distributors.