NEVADA
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333-129847
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20-2745790
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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ITEM
9.
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
|
Name |
Age
|
Position | ||
Stephen
C. Haley
|
50
|
Chief
Executive Officer, President and Chairman of the Board of
Directors
|
||
Jan
Norelid
|
54
|
Chief
Financial Officer and Director
|
||
Richard
McGee
|
68
|
Chief
Operating Officer
|
||
Janice
Haley
|
46
|
Vice
President of Strategic Accounts and Business
Development
|
||
James
Cast
|
59
|
Director
|
All
"compensation" listed in US Dollars
|
||||||||||||||||||||||||||||
Name
& Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-
Equity
Incentive
Plan
Compensation
|
Non-
Qualified
Deferred
Compensation
Earnings
|
All Other(1)
Compensation
|
Total
Compensation
|
|||||||||||||||||||
Stephen
C. Haley, President,
|
2006
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
120,000
|
|
$
|
120,000
|
|||
CEO
and Chairman of the Board (2)
|
2007
|
$
|
93,877
|
$
|
-
|
$
|
-
|
$
|
24,769
|
$
|
-
|
$
|
-
|
$
|
51,000
|
$
|
169,646
|
|||||||||||
Jan
A. Norelid, CFO
|
2006
|
$
|
8,308
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
8,308
|
|||||||||||
and
Director (2)
|
2007
|
$
|
135,831
|
$
|
-
|
$
|
25,000
|
$
|
20,271
|
$
|
-
|
$
|
-
|
$
|
4,985
|
$
|
186,087
|
|||||||||||
Richard
W. McGee, COO (2)
|
2006
|
$
|
60,000
|
$
|
$
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
60,000
|
|||||||||||||
2007
|
$
|
106,615
|
$
|
13,506
|
$
|
-
|
$
|
28,073
|
$
|
-
|
$
|
-
|
$
|
9,692
|
$
|
157,886
|
||||||||||||
Janice
H. Haley, Vice President (2)
|
2006
|
$
|
65,385
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
65,385
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|||||||||||||
2007
|
$
|
103,846
|
$
|
-
|
$
|
-
|
$
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33,025
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
136,871
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(1)
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From
March 2006 through part of May of 2007 the Company accrued Mr. Haley’s
salary and have still not paid it, the accrued amounts are shown under All
Other Compensation as $120,000 and $51,000 for the years 2006 and 2007,
respectively.
|
(2)
|
Mr.
Haley was issued 2,005,869 options; Mr. Norelid was issued 1,805,283
options; Mr. McGee was issued 2,500,116 options and Mrs. Haley was issued
2,674,493 options on January 18, 2007 to purchase shares of common stock.
See NOTE 15 - STOCK BASED COMPENSATION in the audited financial statements
contained herein for a discussion of the assumptions related to the
determination of the fair value of the stock
options.
|
(3)
|
Mr.
Norelid was issued 1,337,246 shares of common stock on January 19, 2007 as
starting bonus for accepting employment with the company. See NOTE 15 -
STOCK BASED COMPENSATION in the audited financial statements contained
herein for a discussion of the assumptions related to the determination of
the fair value of the stock
options.
|
Option
awards
|
Stock
awards
|
||||||||||||||||||||||||||||||||
Number of
securities
underlying
unexercised
options
(#)
|
Number of
securities
underlying
unexercised
options
(#)
|
Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
unearned
options
|
Option
exercise
price
|
Option
expiration
date
|
Number of
shares or
units of
stock that
have not
vested
|
Market
value of
shares of
units of
stock
that
have not
vested
|
Equity
incentive plan
awards:
Number
of
unearned
shares, units or
other rights that
have not vested
|
Equity incentive
plan awards:
Market
or
payout value of
unearned
shares, units or
other rights that
have not vested
|
|||||||||||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
(#)
|
($)
|
(#)
|
($)
|
(#)
|
($)
|
|||||||||||||||||||||||||
Stephen
C. Haley, CEO
|
- | 2,005,869 | - | $ | 0.02 | 01/18/17 | - | - | - | - | |||||||||||||||||||||||
Jan
A. Norelid, CFO (1)
|
- | 1,805,283 | - | $ | 0.02 | 01/18/17 | 1,177,336 | - | - | - | |||||||||||||||||||||||
Richard
W. McGee, COO
|
- | 2,500,116 | - | $ | 0.02 | 01/18/17 | - | - | - | - | |||||||||||||||||||||||
Janice
H. Haley, Vice President
|
2,674,493 | - | $ | 0.02 | 01/18/17 | - | - | - | - |
Name
|
Fees
earned or paid in
cash ($)
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Non-Qualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
Compensation
|
|||||||||||||||||||||
James
R. Cast (1) (2)
|
$ | - | $ | - | $ | 2,640 | $ | - | $ | - | $ | - | $ | 2,640 | ||||||||||||||
Gregory
Horn (1) (2)
|
$ | - | $ | - | $ | 2,640 | $ | - | $ | - | $ | - | $ | 2,640 |
(1)
|
Represents
options to purchase 267,450 shares of common stock issued to Mr. Cast and
Mr. Horn on January 18, 2007 at an exercise price equal to $0.02. See NOTE
15 - STOCK BASED COMPENSATION in the audited financial statements
contained herein for a discussion of the assumptions related to the
determination of the fair value of the stock
options.
|
(2)
|
Cash
compensation to non-employee directors has been established to be $4,000
annually, and $250 per audit committee meeting, once such committee is
formed. The fee of $4,000 for the year of service ended in January 2008
was paid to the directors in 2008.
|
Name(1)
(2)
|
Number
of
Shares
|
Percent of
Voting
Stock
|
Stephen
C. Haley (3)
|
27,413,549
|
22.6%
|
Lucille
Santini
|
26,744,926
|
22.2%
|
Gregory
T. Horn (4)
|
6,355,347
|
5.3%
|
Jan
A. Norelid (5)
|
2,924,105
|
2.4%
|
Richard
W. McGee (6)
|
1,883,598
|
1.6%
|
Janice
H. Haley (7)
|
1,386,596
|
1.1%
|
James
R. Cast (8)
|
133,725
|
0.1%
|
All
directors and officers as a group (5 persons)
|
33,741,573
|
27.2%
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(1)
|
Unless
otherwise indicated, the address of each of the beneficial owners is 140
NE 4th
Ave., Delray Beach, FL 33483.
|
(2)
|
Unless
otherwise indicated, each person or group has sole voting and investment
power with respect to all such shares. For purposes of the following
table, a person is deemed to be the beneficial owner of securities that
can be acquired by the person upon the exercise of warrants or options
within 60 days of the record date. Each beneficial owner’s percentage
is determined by assuming that options or warrants that are held by the
person, but not those held by any other person, and which are exercisable
within 60 days of the date of this table, have been
exercised.
|
(3)
|
Includes
668,623 shares issuable upon exercise of options that are currently
exercisable.
|
(4)
|
Includes
133,725shares issuable upon exercise of options that are currently
exercisable.
|
(5)
|
Includes
1,501,761 shares issuable upon exercise of options that are currently
exercisable.
|
(6)
|
Includes
300,000 shares issuable upon exercise of options that are currently
exercisable.
|
(7)
|
Includes
1,141,498 shares issuable upon exercise of options that are currently
exercisable.
|
(8)
|
Includes
133,725 shares issuable upon exercise of options that are currently
exercisable.
|
Exhibit Number | Description to Exhibit | |
|
10.1
|
Incorporated
by reference to the Company’s filing of Form 10-KSB as filed with the SEC
on March 3, 2008
|
|
31.1
|
Section
302 Certification of Chief Executive
Officer
|
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31.2
|
Section
302 Certification of Chief Financial
Officer
|
|
32.1
|
Section
906 Certification of Chief Executive
Officer
|
|
32.2
|
Section
906 Certification of Chief Financial
Officer
|
CELSIUS
HOLDINGS, INC.
|
|
Dated:
April 30, 2008
|
/s/ Stephen C.
Haley
Stephen
C. Haley
Chairman
and Chief Executive Officer
(Principal
Executive Officer)
|
Name
|
Title
|
Date
|
||
/s/ Stephen
C. Haley
Stephen
C. Haley
|
Chairman
and Chief Executive Officer
(Principal
Executive Officer)
|
April
30, 2008
|
||
/s/ Jan
Norelid
Jan
Norelid
|
Vice
President and Chief Financial Officer (Principal Financial and Accounting
Officer)
|
April
30, 2008
|
||
/s/ James
R. Cast
James
R. Cast
|
Director
|
April
30, 2008
|