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 24, 2010
iGo, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
0-30907
|
|
86-0843914 |
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona
|
|
85255 |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
(480) 596-0061
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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)) |
|
|
|
Item 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March 24, 2010, Frederic Rick Welts was appointed to the Board of Directors of
iGo, Inc. (iGo). Mr. Welts, who was appointed to fill a vacancy on iGos Board and who will
serve as a Class I director, is an independent director. Mr. Welts will be a member of iGos Audit
Committee and the Compensation & Human Resources Committee, and will also serve as Chairman of
iGos Corporate Governance & Nominating Committee.
Mr. Welts, 57, currently serves as President and Chief Executive Officer of the Phoenix Suns
of the National Basketball Association. Mr. Welts joined the Phoenix Suns in 2002 as President and
Chief Operating Officer and was appointed Chief Executive Officer in April 2009. Mr. Welts
previously served successful stints in professional basketball with the NBA league office and the
Seattle Supersonics. His association with the NBA league office spanned from 1982-1999 until he
departed as the leagues Executive Vice President, Chief Marketing Officer and President of NBA
Properties. Mr. Welts helped guide the revitalization of the NBA and its image through strong
marketing initiated by the NBA and he is credited with the creation of the NBA All-Star Weekend
concept in 1984, now a league highlight and a standard in both the National Hockey League and Major
League Baseball. Mr. Welts left the NBA in 1999 to become President of Fox Sports Enterprises, a
new entity that managed Fox interests in facilities and sports teams including the Los Angeles
Dodgers, Dodger Stadium, STAPLES Center, the Los Angeles Kings, Madison Square Garden, the New York
Knicks and the New York Rangers.
Upon the appointment of Mr. Welts, iGo has regained compliance with NASDAQ Listing Rule 5605,
which requires listed companies to maintain an audit committee comprised of at least three members,
all of whom must be independent. iGo is now fully compliant with all NASDAQ listing requirements.
As a result of Mr. Welts appointment, he is entitled to receive 4,250 restricted stock units
pursuant to iGos 2004 Non-Employee Director Long-Term Incentive Plan (the 2004 Director Plan),
which will vest in full on June 18, 2010 or earlier, in full, upon a change of control event or, on
a pro rata basis, upon Mr. Welts earlier death, disability, or retirement. As a non-employee
director, Mr. Welts is also entitled to receive a cash retainer of $2,500 per month, a cash meeting
fee of $3,500 for each annual meeting of stockholders, a cash meeting fee of $2,500 for each board
meeting attended in person, and a cash meeting fee of $600 for each committee meeting and
telephonic board meeting. Except as described above, there is no arrangement or understanding
between Mr. Welts and any other person pursuant to which Mr. Welts was appointed as a member of
iGos Board.
On March 29, 2010, iGo issued a press release announcing the appointment of Mr. Welts as a new
director. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
|
|
Exhibit No. |
|
Description |
|
|
|
Exhibit 99.1
|
|
Press Release issued March 29, 2010 |