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): March 14,
2008
NUTRACEA
(Exact
Name of Registrant as Specified in Charter)
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California
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0-32565
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87-0673375
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5090
N. 40th Street, Suite 400
Phoenix,
AZ
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85018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (602) 522-3000
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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| Item
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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(b) Effective
March 31, 2008, Todd Crow will resign as Chief Financial Officer of NutraCea.
Mr. Crow will continue as a consultant to NutraCea.
(c)
On
March 14, 2008, Ken A. Mueller was appointed as Chief Financial Officer of
NutraCea effective March 31, 2008. Mr. Mueller, 55, will serve as Special
Assistant to NutraCea’s Chief Executive Officer from March 14, 2007 until his
appointment as Chief Financial Officer begins. Mr. Mueller has over 20 years
of
expertise in working with private and Fortune 100 companies. He has extensive
knowledge in strategic planning, international operations, and investor
relations. During the course of his career he has helped take several
organizations to their next level of growth and profitability. From 2006 to
present, Mr. Mueller was chief financial officer of Collins Financial Services.
Prior, Mr. Mueller was chief financial officer of SafeNet, chief financial
officer of Microsoft Business Solutions, and senior vice president of finance
at
Platinum Technology, which was ultimately acquired by Computer Associates.
Earlier in his career Mueller also served in various capacities at Apple
Computer, including manager of U.S. planning, forecasting and analysis. He
holds
an MBA, Marketing, DePaul University and a BS, Organizational Behavior,
Northwestern University. Mr. Mueller obtained his CPA certificate from the
State
of Illinois and is a Registered Certified Public Accountant under Illinois
law.
Mr.
Mueller and NutraCea entered into an employment agreement on March 14, 2008.
Pursuant to the employment agreement, NutraCea agreed to pay Mr. Mueller an
annual salary of $220,000. In addition, NutraCea will pay to Mr. Mueller a
sign-on bonus of $200,000 paid in two equal installments upon (i) March 31,
2008
and (ii) the relocation of Mr. Mueller’s primary residence to Phoenix, Arizona.
Mr. Mueller is eligible to earn an annual bonus each year up to the amount
of
his annual salary, with the actual size of this bonus to be determined by
NutraCea’s Board of Directors or Compensation Committee.
If
the
employment of Mr. Mueller is terminated by NutraCea without “cause” (as defined
in the employment agreement), then Mr. Mueller will be entitled to receive
an
amount equal to the greater of (i) the monthly base salary multiplied by the
number of months remaining on the term of the employment agreement, and (ii)
one
year of base salary plus an amount equal to the bonuses paid to Mr. Mueller
during the preceding 12 months. If Mr. Mueller is terminated as a result of
a
“change of control” (as defined in his employment agreement), then Mr. Mueller
is entitled to receive a severance payment as set above.
In
connection with Mr. Mueller becoming an employee of NutraCea, NutraCea granted
to Mr. Mueller employee stock options to purchase 350,000 and 250,000 shares
of
common stock at a price per share equal to $0.10 over the closing market price
on the date of the grant. The option to purchase 350,000 shares of common stock
shall begin to vest on March 31, 2008 and will vest as to eight and one-third
percent (8 1/3%) of the shares on each successive three month anniversary from
the vesting start date. The option to purchase 250,000 shares will vest over
a
two year period beginning on March 31, 2009, and will vest based on performance
criteria determined by the Board of Directors prior to the grant.
SIGNATURE
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.
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NUTRACEA
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| Date: March
18, 2008 |
By: |
/s/ Brad
Edson |
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Brad
Edson
Chief
Executive Officer
(Duly
Authorized Officer)
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