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): April 23,
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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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.
(b) Effective
May 13, 2008, Todd Crow will resign as Chief Financial Officer of NutraCea.
Mr.
Crow will continue as a consultant to NutraCea through October
2008.
(c)
On
April 23, 2008, Jeffrey W. Sanders was appointed as Chief Financial Officer
of
NutraCea effective May 13, 2008. Mr. Sanders, 46, will serve as Special
Assistant to NutraCea’s Chief Executive Officer from April 23, 2008 until his
appointment as Chief Financial Officer begins.
Mr.
Sanders
was most recently chief financial officer of Laidlaw International, Inc.
(“Laidlaw”) which was acquired for approximately $3.0 billion by London based
First Group PLC in 2007. Mr. Sanders was involved in the negotiation of the
sale
to First Group PLC as well as the divesture of other Laidlaw holdings. As Chief
Financial Officer, Mr. Sanders conducted portfolio and strategic reviews which
included competitive benchmarking to identify margin improvement oppurtunities
and return on net asset analysis to support investment and divesture decisions.
When Laidlaw moved its operations from Canada to the United States, Mr. Sanders
successfully transistioned all financial reporting, analysis and planning
functions to Laidlaw’s new headquarters. Mr. Sanders also formed and chaired
Laidlaw’s disclosure committee in addition to being an active member of the SOX
404 Steering Committee.
Prior,
Mr. Sanders served as Chief Financial Officer of Greyhound Lines, Inc., a $1.3
billion company acquired by Laidlaw in 1999. Earlier in his career, Mr. Sanders
served as Senior Manger, Audit Services, with Deloitte & Touche. He is a
certified public accountant and member of the American Institute of Certified
Public Accountants. Mr. Sanders is a graduate of Arizona State University with
a
B.S. in accounting.
Mr.
Sanders and NutraCea entered into an employment agreement on April 23, 2008.
Pursuant to the employment agreement, NutraCea agreed to pay Mr. Sanders an
annual salary of $220,000. In addition, Mr. Sanders is entitled to reimbursement
for moving expenses up to $30,000 for the relocation of Mr. Sanders’ primary
residence to Phoenix, Arizona. Mr.
Sanders may be eligible to earn an annual bonus each year up to the amount
of
his annual salary, with the actual amount and requirements of this bonus to
be
determined by NutraCea’s Board of Directors or Compensation Committee.
If
the
employment of Mr. Sanders is terminated by NutraCea without “cause” (as defined
in the employment agreement) or is terminated by Mr. Sanders with “good reason”
(as defined in the employment agreement), then Mr. Sanders 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,
or
(ii) one year of base salary plus an amount equal to the bonuses paid to Mr.
Sanders during the preceding 12 months. If Mr. Sanders is terminated as a result
of a “change of control” (as defined in his employment agreement), then Mr.
Sanders is entitled to receive a severance payment as set above.
In
connection with Mr. Sanders becoming an employee of NutraCea, NutraCea granted
to Mr. Sanders 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 January 23, 2009 and will vest as to twenty-five percent
(25%) of the shares on that date. Following that date, the shares 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. Subject to the performance
critera determined by the Board of Directors prior to the grant, the option
to
purchase 250,000 shares shall begin to vest as to twenty-five percent (25%)
of
the shares on April 23, 2009, and thereafter thirty-seven and one-half percent
(37.5%) of the shares shall vest and become exercisable on each successive
one
year anniversary from the vesting start date.
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: April
24, 2008 |
By: |
/s/ Brad
Edson |
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Brad
Edson |
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Chief
Executive Officer
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(Duly
Authorized Officer)
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