-----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, Wvo1rkfzx979MpLzBCEnJxohCc8hzYBgXy7mLomdJUEr6El/dCdoJ1Nz1BAj68xm +wT7q7UCagaiA2lXGZK0qQ== 0001019687-08-001958.txt : 20080501 0001019687-08-001958.hdr.sgml : 20080501 20080501163417 ACCESSION NUMBER: 0001019687-08-001958 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080501 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US DRY CLEANING CORP CENTRAL INDEX KEY: 0000920317 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 770357037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23305 FILM NUMBER: 08795199 BUSINESS ADDRESS: STREET 1: 125 TAHQUITZ CANYON WAY #203 CITY: PALM SPRINGS STATE: CA ZIP: 92262 BUSINESS PHONE: 760-322-7447 MAIL ADDRESS: STREET 1: 125 TAHQUITZ CANYON WAY #203 CITY: PALM SPRINGS STATE: CA ZIP: 92262 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL COMMUNICATIONS INC DATE OF NAME CHANGE: 20010207 FORMER COMPANY: FORMER CONFORMED NAME: FVC COM INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL CORP DATE OF NAME CHANGE: 19971010 8-K 1 usdry_8k-050108.htm CURRENT REPORT usdry_8k-050108.htm
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): May 1, 2008

U.S. DRY CLEANING CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware
000-23305
77-0357037
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
   
4040 MacArthur Blvd., Suite 305
Newport Beach, California
  
92660
(Address of principal executive offices)
  
(Zip Code)

 
Registrant's telephone number, including area code:

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:
 
r  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
   
r  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)  
   
r  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR   240.14d-2(b))  
   
r  
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 25, 2008, U.S. Dry Cleaning Corporation (the “Company”) announced that Deborah Rechnitz has been appointed to the position of Chief Operating Officer (“COO”).

Ms. Rechnitz, has more than 25 years of experience in executive management within the dry cleaning industry corporate governance, and mergers and acquisitions. Ms. Rechnitz served as a management consultant from 1980 to 2006  for Methods for Management, Inc.

The Company entered into an employment agreement with Ms. Rechnitz, through December 2009, which may be extended for additional years. Ms. Rechnitz will initially be paid at the rate of $20,000 per month, with fully-vested stock options to purchase up to 250,000 shares of the Company’s common stock, at exercise prices of $2.00, $3.00 and $4.00 per share.

The employment agreement between the Company and Ms. Rechnitz, is being filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 in its entirety by reference.

 
 
2
 
Item 9.01.       Financial Statements and Exhibits.

(d)    Exhibits.

 
10.1
Employment Agreement, dated as of April 25, 2008, between U.S. Dry Cleaning Corporation and Ms. Rechnitz.
 
 
 
 
3
 
 
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.
     
 
U.S. DRY CLEANING CORPORATION
     
Date: May 1, 2008
By:  
/s/ Robbie Lee 
 
Robbie Lee
 
Chief Executive Officer
 


4
 EX-10.1 2 usdry_8k-ex1001.htm EMPLOYMENT AGREEMENT usdry_8k-ex1001.htm
Exhibit 10.1


EMPLOYMENT AGREEMENT

This employment agreement is entered into this 25th day of April, 2008 by and between Deborah Rechnitz, (“Employee”) and U.S. Dry Cleaning, a Delaware corporation, (the “Company”).  The Company desires to engage Employee to serves as its COO and Employee desires to accept such position.  Therefore, the following is agreed to, conditioned on the approval of the Company’s Compensation Committee:

 
1.
That certain consulting agreement(s) by and between DRechnitz I,LLC and the Company dated February 2, 2007, and an Addendum dated November 16, 2007 are hereby terminated and of no further force or effect.  Notwithstanding the foregoing the warrants previously granted Employee covering the exercise of 150,000 shall remain in place and the first 100,000 shall be exercisable at $1.00 per share.  The remaining 50,000 shares shall be exercisable at $1.50 per share.

 
2.
Employee shall hold the title of COO and have the usual duties and responsibilities with respect to such position including the management of the Company’s retail operations.  Employee shall report directly to CEO.  From time to time the Company’s CEO and/or Board may assign additional duties to Employee but such shall not be of lesser responsibility than are usual for such position.

 
3.
Employee’s annual salary shall be $240,000, which shall be paid bi-monthly on the first and fifteenth of each month.

 
4.
The term of the agreement shall begin May 1, 2008 and end December 31, 2009, unless earlier terminated pursuant hereto or at Employee’s election.   Other than Employee’s voluntary termination or termination for cause (commission of a felony, fraud on the company, or refusal to carry out valid and legal instructions from the CEO or Board), the Company shall pay Employee’s salary through December 31, 2008.  Thereafter this Agreement can be terminated upon thirty days notice.

 
5.
Employee shall be eligible for any bonus plans given other executives of similar rank and responsibilities and shall have all valid expenses reimbursed pursuant to the Company’s policy.

 
6.
Employee shall be entitled to four weeks vacation each calendar year.  Vacation time not used shall lapse at the end of each calendar year and no liability shall accrue to the Company.
 

 
 
 
 
 
7.
Employee currently has option agreements covering 150,000 shares.   Employee is hereby granted the right to acquire 250,000 shares of the Company’s Common Stock.  This right shall vest immediately.  The first 100,000 shall be exercisable at $2.00 per share.  The next 100,000 shall be exercisable at $3.00 per share. The final 50,000 shall be exercisable at $4.00 per share.  The options shall lapse five years after their granting.

 
8.
This Agreement is conditioned upon approval of the Company’s Compensation Committee.


U.S. DRY CLEANING CORPORATION
 
/s/ Robbie Lee
Robbie Lee
Chief Executive Officer
 
/s/ Deborah Rechnitz
Deborah Rechnitz                                                    

 
 
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