-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QoP51S78Etiy8O55IeaWZAf8Ss4RIrJbzxIO6PHzkRCUZsdJ7qJMhcIjCxpRzu35 9te1rOSeZIdaoDeiW8gkuQ== 0000943440-04-000137.txt : 20040318 0000943440-04-000137.hdr.sgml : 20040318 20040318120828 ACCESSION NUMBER: 0000943440-04-000137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040316 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETMED EXPRESS INC CENTRAL INDEX KEY: 0001040130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 650680967 STATE OF INCORPORATION: FL FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28827 FILM NUMBER: 04677115 BUSINESS ADDRESS: STREET 1: 1441 SW 29 AVENUE CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 9549794788 MAIL ADDRESS: STREET 1: 1441 SW 29 AVENUE CITY: POMPANO BEACH STATE: FL ZIP: 33069 8-K 1 form8k-316.txt ========================================================================= 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 16, 2004 PETMED EXPRESS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) FLORIDA 000-28827 65-0680967 ----------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction Number) Identification No.) of incorporation) 1441 S.W. 29th Avenue, Pompano Beach, Florida 33069 - --------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 979-5995 ------------------ Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On March 16, 2004, the PetMed Express, Inc. (the "Company") Compensation Committee recommended that the Company's Board of Directors amend the existing executive employment agreement (the "agreement") of Menderes Akdag, the Company's Chief Executive Officer. The amendments were as follows: the term of the agreement will be for three years, commencing on March 16, 2004 (the "effective date"); Mr. Akdag's salary will be increased to $250,000 per year throughout the term of the agreement, and Mr. Akdag shall be granted 250,000 incentive stock options (the "options") at an exercise price of $10.64 per share. The options will vest equally over a three year period in accordance with the Company's 1998 Stock Option Plan. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Amendment No. 1 to Menderes Akdag's Executive Employment Agreement 99.2 Menderes Akdag's Incentive Stock Option Agreement 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. PETMED EXPRESS, INC. (The "Registrant") Date: March 16, 2004 By: /s/ Menderes Akdag ------------------------------- Menderes Akdag Chief Executive Officer (principal executive officer) By: /s/ Bruce S. Rosenbloom ------------------------------- Bruce S. Rosenbloom Chief Financial Officer (principal financial and accounting officer) EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Amendment No. 1 to Menderes Akdag's Executive Employment Agreement 99.2 Menderes Akdag's Incentive Stock Option Agreement EX-99.1 3 form8k316-ex991.txt EXHIBIT 99.1 AMENDMENT No. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT - ------------------------------------------------- This Amendment No. 1 ("Amendment") to the Executive Employment Agreement ("Agreement") is entered into as of March 16, 2004 (the "Effective Date") by and between PetMed Express, Inc. ("PetMed" or the "Company") and Menderes Akdag, Chief Executive Officer of PetMed (the "Executive"). WHEREAS, PetMed and the Executive entered into the Agreement dated March 16, 2001, and PetMed and the Executive wish to amend the Agreement. NOW, THEREFORE, it is hereby agreed as follows: So much of Section 4 of the Agreement, Term as reads "The Term of employment hereunder will commence on the Effective Date as set forth above and on the third anniversary of the Effective Date." is hereby revised to read "The Term of employment hereunder will commence on the Effective Date as set forth above and will end on the third anniversary of the Effective Date..." Section 5 of the Agreement, Compensation and Benefits shall be revised as follows: * a. Salary. The Executive shall be paid a base salary, payable in accordance with the Company's policies from time to time for senior executives at an annual rate of Two Hundred Fifty Thousand Dollars ($250,000.00). * b. Options. The Executive shall be granted 250,000 incentive stock options (the "Options") to purchase shares of the Company's Common Stock at an exercise price equal to the price of the stock as of the close of business on March 16, 2004. Such Options are granted under the Company's 1998 Stock Option Plan and are pursuant to the Option grant form attached hereto and incorporated herein by such reference. The Options shall be exercisable from the date of vesting and shall vest, subject to the continued employment of the Executive, (i) 83,333 Options on the first anniversary of the Effective Date, (ii) 83,333 Options on the second anniversary of the Effective Date, and (iii) 83,334 Options on the third anniversary of the Effective Date. Except as expressly provided in this Amendment, all other terms, conditions and provisions of the Agreement shall continue in full force and effect as provided therein. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date set forth in the first paragraph of the Amendment. PetMed Express, Inc. Witness /s/ Alison Berges By: /s/ Marc A. Puleo ------------------------ ---------------------- Marc A. Puleo, M.D, President Witness /s/ Bruce S. Rosenbloom The Executive ------------------------ /s/ Menderes Akdag ------------------------- Menderes Akdag 99.1 page 1 - 1 EX-99.2 4 form8k316-ex992.txt EXHIBIT 99.2 PetMed Express, Inc. 1441 SW 29th Avenue Pompano Beach, Florida 33069 March 16, 2004 Mendo Akdag 1441 SW 29th Avenue Pompano Beach, Florida 33069 Dear Mendo: The Board of Directors of PetMed Express, Inc. (the "Corporation") is pleased to award you an Option pursuant to the provisions of the PetMed Express, Inc. 1998 Stock Option Plan (the "Plan"). This letter will describe the Option granted to you. Attached to this letter is a copy of the Plan. The terms of the Plan also set forth provisions governing the Plan. Your signature on this letter is an acknowledgment to us that you have read and understand the Plan and that you agree to abide by its terms. All terms not defined in this letter shall have the same meaning as in the Plan. 1. Type of Option. You are granted an ISO. Please see in -------------- particular Section 11 of the Plan. 2. Rights and Privileges. Subject to the conditions --------------------- hereinafter set forth, we grant you the right to purchase up to 250,000 shares of Stock at $10.64 per share, the current fair market value of a share of Stock. This option shall vest at the rate of 83,333 shares on each of the date hereof, March 16, 2005 and March 16, 2006 and 83,334 on March 16, 2007, providing that you have been continuously employed by the Corporation during such period. 3. Time of Exercise. The Option may be exercised at any ---------------- time and from time to time beginning when the right to purchase the shares of Stock accrues and ending when they terminate as provided in Section 5 of this letter. 4. Methods of Exercise. The Options shall be exercised by ------------------- written notice to the Chairman of the Board of Directors at the Corporation's principal place of business. The notice shall set forth the number of shares of Stock to be acquired and shall contain a check payable to the Corporation in full payment for the Stock or that number of already owned shares of Stock equal in value to the total Exercise Price of the Option. We shall make delivery of the shares of Stock subject to the conditions described in Section 13 of the Plan. 5. Termination of Option. To the extent not exercised, --------------------- the Option shall terminate upon the first to occur of the following dates: 99.2 page 1 - 2 (a) Three (3) years from the date of vesting pursuant to the provisions of Section 2 of this Agreement; or (b) The expiration of thirty (30) days following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan for any reason, other than by reason of death or permanent disability. As used herein, "permanent disability" means your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months; or (c) The expiration of 12 months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan, if such employment termination occurs by reason of your death or by reason of your permanent disability (as defined above). 6. Securities Laws. --------------- The Option and the shares of Stock underlying the Option have been registered under the Securities Act of 1933, as amended (the "Act"). The Option and the shares of Stock underlying the Option will remain registered, as long as the Company's reporting status with the Securities and Exchange Commission is current. Such shares cannot be sold, transferred, assigned or otherwise hypothecated without registration under the Act or unless a valid exemption from registration is then available under applicable federal and state securities laws and the Corporation has been furnished with an option of counsel satisfactory in form and substance to the Corporation that such registration is not required. 7. Binding Effect. The rights and obligations described -------------- in this letter shall inure to the benefit of and be binding upon both of us, and our respective heirs, personal representatives, successors and assigns. 8. Date of Grant. The Option shall be treated as having ------------- been granted to you on the date of this letter even though you may sign it at a later date. Very truly yours, By: /s/ Marc A. Puleo ------------------------------- Marc A. Puleo, M.D, President AGREED AND ACCEPTED: /s/ Menderes Akdag - -------------------------- 99.2 page 2 - 2 -----END PRIVACY-ENHANCED MESSAGE-----