8-K

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): April 17, 2012

iGo, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-30907	86-0843914
(Commission file number)	(IRS Employer Identification No.)
17800 North Perimeter Dr., Suite 200, Scottsdale, AZ	85255
(Address of Principal Executive Offices)	(Zip Code)

(480) 596-0061

(Registrant’s 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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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.

On April 17, 2012, Brian M. Roberts, Vice President, General Counsel and Secretary of iGo, Inc. (the “Company”), informed the Company that he will resign from his positions effective May 2, 2012 to pursue other opportunities.

On April 19, 2012, the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) approved the nomination of Michael D. Heil to serve as a Class III member of the Board serve a three-year term expiring at the annual meeting of stockholders to be held in 2015 or until his successor has been duly elected and qualified; provided, however, that if Mr. Heil ceases to be employed, voluntarily or involuntarily, as the President and Chief Executive Officer of the Company, he will tender his resignation as a member of the Board at such time and the Committee will have the sole right to either accept or reject such resignation at the Committee’s discretion. The Company and Mr. Heil executed an amendment to Mr. Heil’s employment agreement that reflects this agreement. A copy of the amendment to Mr. Heil’s Employment Agreement reflecting this change is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Amendment #2 to Employment Agreement by and between the Company and Michael D. Heil.+

+ Management or compensatory plan or 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.

	IGO, INC.
	By:	/s/ Darryl S. Baker
Dated: April 23, 2012		Darryl S. Baker
		Vice President, Chief Financial Officer and Treasurer

EX-10.1

Exhibit 10.1

AMENDMENT #2

TO

EMPLOYMENT AGREEMENT

BY AND BETWEEN

MICHAEL D. HEIL

AND

IGO, INC.

This Amendment #2 to Employment Agreement (“Amendment #2”) is made effective as of April 19, 2012, by and between Michael D. Heil (“Employee”) and iGo, Inc., a Delaware corporation (“Employer”).

RECITALS

A. On May 1, 2007, Employee and Employer entered into that certain Employment Agreement, as amended pursuant to that certain Amendment #1 to Employment Agreement, dated April 10, 2012 by and between Employee and Employer (collectively, the “Agreement”); and

B. Employee and Employer wish to amend the Agreement in accordance with this Amendment #2.

NOW THEREFORE, in consideration of the foregoing recitals and the terms and conditions of this Amendment #2, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Employer, intending to be legally bound, hereby agree as follows:

1. Amendment to Agreement. Notwithstanding anything in the Agreement to the contrary, Employee will tender his resignation as a member of the Board of Directors of Employer (the “Board”) at such time as he ceases to be employed, voluntarily or involuntarily, as the President and Chief Executive Officer of Employer (the “Resignation”). The Corporate Governance and Nominating Committee of the Board will have the sole right to either accept or reject such Resignation at its discretion.

2. Ratification. All terms and conditions of the Agreement are reaffirmed, except where such terms and conditions would conflict with the provisions of this Amendment #2. In such instances, the provisions of this Amendment #2 supersede and replace the conflicting terms and conditions of the Agreement. Except as expressly modified by this Amendment #2, the Agreement shall remain in full force and effect in accordance with its provisions.

IN WITNESS WHEREOF, Representative and iGo have executed this Amendment #2 to be effective as of the date first set forth above.

iGo, Inc.
By:	/s/ Darryl S. Baker	By:	/s/ Michael D. Heil
Name:	Darryl S. Baker	Michael D. Heil
Title:	Vice President & CFO