-----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, HgyW5BtNkTb9xTOTJ0FzNLMhvAGBLddJlHYRXIcC/WPukqymNWGcMsOscikwMFmX Cr/XGYoAs/dK4seOBhlS2g== 0001179350-10-000085.txt : 20101020 0001179350-10-000085.hdr.sgml : 20101020 20101020172318 ACCESSION NUMBER: 0001179350-10-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101013 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101020 DATE AS OF CHANGE: 20101020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zagg INC CENTRAL INDEX KEY: 0001296205 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 202559624 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34528 FILM NUMBER: 101133474 BUSINESS ADDRESS: STREET 1: 3855 S 500 W. STREET 2: SUITE J CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 801-263-0699 MAIL ADDRESS: STREET 1: 3855 S 500 W. STREET 2: SUITE J CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FORMER COMPANY: FORMER CONFORMED NAME: Amerasia Khan Enterprises Ltd. DATE OF NAME CHANGE: 20040701 8-K 1 f10oct13form8krandyhalesappo.htm ZAGG 8K HALES APPT SECURITIES AND EXCHANGE COMMISSION

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):  October 13, 2010

ZAGG Incorporated
(Exact name of registrant as specified in its charter)

Nevada

000-52211

20-2559624

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


3855 South 500 West, Suite J

Salt Lake City, Utah


84115

(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code:  (801) 263-0699



___________________________________________________

(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:


[ ]

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




SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.    


Director Appointment


On October 13, 2010, our board of directors appointed Mr. Randy Hales to serve as a member of our board of directors and he shall serve in that capacity until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws.


Mr. Hales, age 43, brings extensive business experience in operational development, retail marketing and management to our board of directors. Mr. Hales current and past business experience includes the following:


Since June 2007, CEO and a director of Mity Enterprises (Orem, Utah), a manufacture of light-weight multipurpose furniture with approximately $65MM in annual revenue. While at Mity Enterprises, Mr. Hales has established strategic objectives to drive revenue and EBITDA growth; established product management and a disciplined approach to new product introductions; and initiated aggressive operations improvement plan.


Since July 2007, CEO and a directors of Broda Seating (Kitchner, Ontario, Canada) – a medical products company with approximately $12MM in annual revenue.


January 2010 – Present, Chairman of the Board of The Rogers Group (Clare, Michigan) – consumer products; working with management team to extend both the product offering and distribution


March 2002 – May 2007, CEO/Board Member of Back to Basics (Bluffdale, Utah) a consumer products company. Mr. Hales managed rapid growth from $15MM - $80MM in annual revenues based on sales to large retail customers included Target, Wal-Mart, Bed, Bath & Beyond, Federated Department Stores, May Department Stores, Dillards, Linen’s-N-Things. Back to Basics was recognized as vendor of the year by several customers multiple times. While at Back to Basics Mr. Hales’ responsibilities included: restructured bank lines and borrowing base; implementing a world-class distribution facility with 250,000 sf; increased inventory turns from 3 to 11; established contract manufacturing relationships in Asia; lowered overall COGS by 30%; established product management and a disciplined to new product introductions; negotiated license agreements with Blockbuster Video; Disney and Paula Deen.


April 2003 – June 2007, Board Advisor to WiLife – consumer electronics – helped manage the WiLife through a rapid growth phase at retail and later sold the business to Logitech.


2


Prior Arrangements and Understandings


There were no arrangements or understandings between Mr. Hales and any other persons pursuant to which such individual was selected as a director of our company.


Transactions with Related Persons


Mr. Hales has not had any direct or indirect material interest in any transaction during the last two years, or in any proposed transaction, to which our company was or is to be a party.


Grant of Options


We granted to Mr. Hales an option to purchase 92,541 shares of common stock at an exercise price of $5.13 (the closing price of the company’s stock on the grant date) upon his appointment to the board of directors on October 13, 2010.  The option vests according to the following schedule:


§  

30,847 on October 12, 2011;

§  

30,847 on October 12, 2012; and

§  

30,847 on October 12, 2013.

 

Item 9.01  Financial Statements and Exhibits


Exhibit 99

Press Release dated October 20, 2010, entitled “ZAGG introduces Randy Hales as Newest Board Member”


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.



ZAGG Incorporated


    

By:  

/ s/ BRANDON T. O’BRIEN                                  

Brandon T. O’Brien  

Chief Financial Officer


Date:

October 20, 2010



3


EX-99 2 ex99102010zaggnewboardmemrel.htm PRESS RELEASE 10-20-10 Converted by EDGARwiz

Exhibit 99 to Form 8-K filed October 20, 2010                      



 

ZAGG INTRODUCES RANDY HALES AS NEWEST BOARD MEMBER


Salt Lake City, Utah – October 20, 2010 – ZAGG Inc. (NASDAQ: ZAGG) (www.ZAGG.com), a leading producer, designer, and distributor of electronics accessories for protecting and enhancing the mobile experience, including the popular invisibleSHIELD™, ZAGGskins™, ZAGGbuds™, and ZAGGsparq™ brands, today announced the appointment of Randall (Randy) L. Hales (44) to its Board of Directors.  Mr. Hales will contribute extensive business experience in operational development, retail marketing and management to ZAGG.  


Mr. Hales is currently the CEO of Mity Enterprises, a furniture systems manufacturer and marketer with worldwide sales and operations based in Orem, Utah.  Mr. Hales is also the CEO of Broda, a medical products company based in Kitchener, Ontario Canada.  Prior to his current positions, he has served as the CEO and President of Back to Basics, Inc., an award-winning retail products (kitchenware) company that was recognized by the Ernst & Young “Entrepreneur of the Year” program in 2004.  The company was sold to Focus Products Group LLC in 2007.  Mr. Hales was named President of First Scientific, Inc., a pharmaceutical company, in 1999.  Earlier in his career, he served in various capacities at Dal-Tile International, where he played integral roles on various acquisition, joint-venture and market expansion teams.  Mr. Hales is an experienced Board member, with service on the Boards of several public and private companies.


“We are fortunate to have Randy Hales join our board of directors and we will greatly benefit from his understanding of operational excellence and retail marketing growth in the years to come.  Randy’s experiences in growing several companies through innovation, accountability and structured growth will benefit ZAGG as we continue to see record financial numbers and develop new markets for our award winning products,” said Robert G. Pedersen II, President and CEO of ZAGG.


“I'm honored to be joining the board of such a dynamic company with visionary leadership. What ZAGG has accomplished in a relatively short period of time is a great business story and one that I'm confident will continue to be met with market success. Supporting management and providing board counsel as the company introduces innovative new products and expands its channels of distribution is sure to be an exciting board appointment,” said Mr. Hales.


New ZAGG Board of Directors member Randy Hales, at a glance:


·

CEO of Mity Enterprises, a furniture systems manufacturer

·

CEO of Broda, a medical products company

·

Has served on the Boards of several public and private companies

·

Manages Development Capital, a private investment fund focused on 2nd stage investments

·

Served as CEO and President of Back to Basics, Inc., an Ernst & Young “Entrepreneur of the Year” recipient in 2004

·

Named President of pharmaceutical start-up First Scientific, Inc. in 1999

·

Served in various capacities at Dal-Tile International, including integral roles on acquisition, joint-venture and market expansion teams

·

Received his bachelor’s degree from the school of engineering at Brigham Young University


For more information on ZAGG's Board of Directors, please visit www.ZAGG.com/company/board_of_directors.php.   For more information about ZAGG or any of its product lines, please visit www.ZAGG.com.


About ZAGG, Inc.:

ZAGG is a market leader in providing innovative consumer products like films, skins, audio and power solutions that protect, personalize, and enhance the mobile experience.  ZAGG’s products are distributed worldwide with popular, award-winning brands such as the invisibleSHIELD™, ZAGGskins™, ZAGGsparq™, ZAGGbuds™ and ZAGG LEATHERskins™.  The patent-pending invisibleSHIELD, ZAGG’s flagship product, is the original thin film full-body protector, and is available in over 5,000 precision pre-cut designs with a lifetime replacement warranty.  ZAGG products are available online at ZAGG.com and in major retailers around the globe, including AT&T, Best Buy, RadioShack, Cricket, Carphone Warehouse and hundreds of other retailers. For more product or investor information please visit the company's web site at www.ZAGG.com.




Safe Harbor Statement:

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or "should", "expected", "anticipates", "draft", "eventually" or "projected". You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in filings made by the company with the Securities and Exchange Commission.


Media:

ZAGG Inc.

Nathan Nelson, 801-263-0699 ext. 107

nnelson@zagg.com


Investor Relations:

Genesis Select Corp.

Kim Rogers-Carrete, 949-429-7408

krogersc@genesisselect.com





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