-----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, V5vBUzXgQXRAM/8z1yfCgbQD6tQqX/I0Si9YZ1Z4oMUrerEOHf5Hpf+0l4KURvTD 1tShJDOb0XOYQO4emGJtrA== 0001344161-05-000001.txt : 20051128 0001344161-05-000001.hdr.sgml : 20051128 20051128170403 ACCESSION NUMBER: 0001344161-05-000001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 FILED AS OF DATE: 20051128 DATE AS OF CHANGE: 20051128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beaumariage James S CENTRAL INDEX KEY: 0001344161 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15445 FILM NUMBER: 051228549 BUSINESS ADDRESS: BUSINESS PHONE: 508-541-7427 MAIL ADDRESS: STREET 1: 14 DOVER CIRCLE CITY: FRANKLIN STATE: MA ZIP: 02038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DRUGMAX INC CENTRAL INDEX KEY: 0000921878 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 341755390 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 12505 STARKEY RD STREET 2: SUITE A CITY: LARGO STATE: FL ZIP: 33773 BUSINESS PHONE: 7275330431 MAIL ADDRESS: STREET 1: 6950 BRYAN DAIRY ROAD CITY: LARGO STATE: FL ZIP: 33777 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX COM INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: NUTRICEUTICALS COM CORP DATE OF NAME CHANGE: 19990629 FORMER COMPANY: FORMER CONFORMED NAME: NUMED SURGICAL INC DATE OF NAME CHANGE: 19940419 3 1 primary_doc.xml PRIMARY DOCUMENT X0202 3 2005-11-22 0 0000921878 DRUGMAX INC DMAX 0001344161 Beaumariage James S 14 DOVER CIRCLE FRANKLIN MA 02038 0 1 0 0 Sr VP OperationsFamilymeds,Inc Common Stock 50000 D Stock Option 1.2 2015-09-27 Common Stock 125000 D Stock Option 0.5695 Common Stock 143314 D Two-thirds of these options vest on 9/27/2006 and the remaining one-third vest on 9/27/2007. These options are fully vested but may only be exercised upon the earliest of (a) January 4, 2006; (b) the date holder's employment with the Company is terminated other than because of holder's conviction for fraud, misappropriation, or embezzlement; (c) the date holder's employment is terminated by holder for Good Reason (as defined in the option agreement) or terminates as a result of holder's death or disability; or (d) a change in control. If holder's employment is terminated by the participant (other than for Good Reason) prior to January 4, 2006, the options shall become exercisable upon the earlier of the date the Company satisfies the Net Sales Target (as defined in the option agreement) or the date of holder's death if death occurs prior to the date the 2005 financial statements of the Company are certified by the Company's independent accountants. These options shall terminate upon the earliest of (a) the date prior to January 4, 2006 that holder's employment is terminated because of holder's final conviction for fraud, misappropriation, or embezzlement; (b) the date the 2005 audited financial statements of the Company are certified by the Company's independent accountants if (x) prior to January 4, 2006, holder's employment was terminated voluntarily by the Participant (other than for Good Reason), (y) the Net Sales Target was not achieved and (z) holder has not died; or (c) the tenth anniversary of the date of the grant. Julio C. Esquivel, as Attorney-in-Fact for James S. Beaumariage 2005-11-28 EX-99 2 beaumariagepower.txt POWER OF ATTORNEY POWER OF ATTORNEY for Executing Forms 3, 4, and 5 KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Gregory C. Yadley, Paul R. Lynch, and Julio C. Esquivel, signing singly, his/her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, with respect to the undersigned's beneficial ownership of securities of DrugMax, Inc. (the "Company"). (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneyin-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney- in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power Of Attorney to be executed as of this 27th day of October, 2005. /s/ James S. Beaumariage JAMES S. BEAUMARIAGE -----END PRIVACY-ENHANCED MESSAGE-----