8K out ! On June 30, 2015, we entered into an agr
Post# of 7769
Posted On: 07/06/2015 4:59:42 PM
8K out ! On June 30, 2015, we entered into an agreement with our Chief Executive Officer, President and Secretary, Robert Schneiderman, whereby Mr. Schneiderman resigned from all positions he held with the Company or its subsidiaries.
The agreement provides for the following terms:
· Effective June 30, 2015, Mr. Schneiderman resigned as our (i) Chief Executive Officer, (ii) President, (iii) Secretary and (iv) from all other management and corporate offices, if any, of both the Company and each of our subsidiaries and affiliates, including but not limited to Main Avenue Pharmacy, Inc., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc.
· Mr. Scheniderman’s resignation shall be effective on June 30, 2015, creating vacancies which the Board of Directors may fill from time to time.
· Mr. Schneiderman will meet with the Company’s new management, as may be requested, at any mutually convenient time during regular business hours up to the close of business on June 30, 2016 and provide such factual background information, documents, files, e-mails, computer files, etc. as may be requested or which he may deem potentially helpful or informative in providing continuity.
· During July 2015, Mr. Schneiderman shall transfer any and all Company files and data, and related e-mails to the Company.
· The Company shall pay Mr. Schneiderman a severance of One Hundred Forty-four Thousand Dollars ($144,000) which shall be paid at the rate of Twelve Thousand Dollars ($12,000) per month for twelve (12) months, commencing July 1, 2015. The $12,000 monthly payment shall be made by the Company in two equal payments of $6,000 on the 15 th and the 30 th of each month, starting with July, 2015. In the event of his death or permanent disability, the fee shall be paid to his wife or heirs as may be applicable.
· For a period of six (6) months following his resignation on June 30, 2015, Mr. Schneiderman may sell up to 100,000 shares per week, and may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or a total of One Million (1,000,000) shares.
· Upon the sale of all or any part of the accumulated total, Mr. Schneiderman may either sell up to 100,000 shares per week and/or accumulate the difference between the amount sold and the 100,000 share cap.
· For a period of nine (9) months after his termination, Mr. Schneiderman may publicly sell up to 150,000 shares each week, and may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or an aggregate of One Million Five Hundred Thousand (1,500,000) shares.
· Upon the sale of all or any part of the accumulated share total, Mr. Schneiderman may either sell up to 150,000 shares and/or accumulate the difference between the amount sold and the 150,000 share cap.
· Mr. Schneiderman shall place sell orders of his shares at a price, of not less than one-half of the difference between the highest bid and the lowest offer.
· After such nine (9) month period, there shall be no further volume restriction, but for a further period of three (3) months all sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer.
· Private transactions are not limited or affected by the dribble out provisions applicable to Mr. Schneiderman’s public sales.
· The Company shall repay two (2) loans in the aggregate amount of $212,669 which mature in January 2016, each bearing simple interest at the rate of 12% per annum. The Company shall make monthly payments of interest and shall pay the principal sums upon the respective maturity of the notes.
· The Company shall repay Andrea Schneiderman, for loans made to Wholesale Rx, which have an unpaid balance of $19,214 on or before September 10, 2015.
· The Company shall pay all credit card balances of approximately $13,111, in which Mr. Schneiderman is a guarantor, in full, together with all interest and charges.
· The Company shall pay the credit card, also issued on the credit of and in the name of Mr. Schneiderman, which has been used by Main Avenue Pharmacy, Inc. and which has a current over-limit balance of $59,613.69. The Company shall pay off $30,000 of the total outstanding balance on or before July 15 th , 2015 and the balance, including interest and service charges, on or before July 30 th , 2015.
· Mr. Schneiderman shall be removed as the guarantor for the Company’s credit line with Wells Fargo and the Company’s credit card accounts.
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2015, our Chief Executive Officer, President and Secretary, Robert Schneiderman, resigned as our (i) Chief Executive Officer, (ii) President, (iii) Secretary and (iv) from all other positions he held with our subsidiaries and affiliates, including but not limited to Main Avenue Pharmacy, Inc., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc
Upon the acceptance of Mr. Schneiderman’s resignation on June 30, 2015, Brian Ettinger, the Chairman of our Board of Directors became our interim Chief Executive Officer and Chairman of our Board of Directors and Adam Brosius became our interim President. Mr. Ettinger and Mr. Brosius will serve in the forgoing capacities until suitable replacements are located.
Brian Ettinger
Brian Ettinger, age 62, has served as a Director and our Chairman of its Board of Directors since April 1, 2011. Since January 1984, Mr. Ettinger has practiced law in Houston, Texas. Mr. Ettinger’s law practice currently emphasizes representation for international and domestic multi-industry businesses, including oil, natural gas and liquefied natural gas, addressing production and exploration, rig equipment and oil services, contracts, negotiations, collections and business development.
Since April 1, 2012, Mr. Ettinger has served as General Counsel for Drilling Structures Services, Inc., a drilling rig manufacturer and steel fabricator which has facilities in Houston, Texas and Columbia in the free trade zone. Since June 2012, Mr. Ettinger has served as General Counsel for United LNG, LP, an international company involved in the production and exporting of liquefied natural gas. From September 2011 to June 2012, Mr. Ettinger served as General Counsel for Farouk Systems, Inc., an international beauty supply manufacturer and company. Since 2002, Mr. Ettinger has served as the Chief Executive Officer and General Counsel for Worldwide Strategic Partners, Inc., a privately-held energy consulting firm involved in domestic and international energy projects involving oil and gas production, exploration, alternative fuels, waste to energy, biofuels, power and pipelines.
Mr. Ettinger is a registered lobbyist for foreign governments, sovereign owned energy companies, and international businesses, and he is also a qualified mediator and arbitrator for domestic and international legal matters. Mr. Ettinger received a B.A. degree in Political Science and Economics from LaSalle College in 1974 and a Juris Doctor degree from South Texas College of Law in 1983.
Adam Brosius
Adam Brosius, age 50, has served as our consultant and Director of Business Development since May of 2012. Mr. Brosius negotiated several contracts and business arrangements with our pharmaceutical partners.
From May of 2001 to present, Mr. Brosius has served as the President and owner of Black Cat Consulting, Inc. a privately held company that provides marketing, consulting and business.
Prior to providing services to us, Mr. Brosius has worked in both the public and private sector as a business and sales consultant, both writing and implementing successful sales and marketing plans, thereby helping many companies boost sales revenues. Mr. Brosius has worked in the Fortune 500 arena with both IBM and ADP in the past.
Item 9.01 - Exhibits
Item 10.27 Agreement Between ScripsAmerica Inc. and Robert Schneiderman
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.
Date: July 6, 2015
SCRIPSAMERICA, INC.
By: /s/ Brian Ettinger
Brian Ettinger
Chief Executive Officer
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Exhibit 10.27
MANAGEMENT REORGANIZATION AGREEMENT
This Management Reorganization Agreement, made as of this 29 th day of June, 2015 by SCRIPSAMERICA, INC., a Delaware corporation having its principal place of business located at Corporate Office Center Tysons II, 1650 Tysons Boulevard, Suite 1580, Tyson Corner, VA 22102 (hereinafter “SCRIPS” or “Company”);
AND
ROBERT SCHNEIDERMAN, an adult individual residing at 843 Persimmon Lane, Langhorne, PA 19047 (hereinafter “RS”),
WITNESSETH THAT:
WHEREAS, SCRIPS is a publicly-traded corporation engaged, through subsidiaries and affiliates, in the sale and distribution of drugs and pharmaceuticals and medical supplies and equipment, which was co-founded by RS and which has grown, since its organization, under the leadership of RS serving as the CEO and President;
WHEREAS, SCRIPS’ Board of Directors, including RS, have discussed the current management structure, including especially the fact the SCRIPS has been developed by RS to the point that it now needs management with experience and expertise in the drug sales and distribution business and the pharmaceutical industry;
WHEREAS, with the intent to provide for the recruitment by SCRIPS of such management, while giving such new management the benefits of continuity and familiarization with the current status of the Company through access to RS, his files, databases, etc. the parties have negotiated a retirement program for RS while providing for such cooperation, continuity and familiarization;
NOW, THEREFORE, intending to be legally bound and in consideration of the mutual promises and covenants, the parties have agreed, and do hereby agree, as follows:
1. (a) In order to provide for an orderly succession by new management, as such may be recruited and appointed by SCRIPS’ Board of Directors from time to time, RS hereby agrees to resign from his several management positions as of the close of business on June 30, 2015, so as to create vacancies which the Board may fill as determined by the Board from time to time.
(b) RS hereby resigns, effective as of the close of business on June 30, 2015, as (i) Chief Executive Officer, (ii) President, and (iii) Secretary of SCRIPS. In addition, RS resigns, effective as of the close of business on June 30, 2015, from all other management and corporate offices, if any, of both SCRIPS and each and every of SCRIPS’ subsidiaries and affiliates, including but not limited to Main Avenue Pharmacy, Inc.., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc..
(c) RS hereby resigns, effective as of the close of business on June 30, 2015, as a director of both SCRIPS and each and every of SCRIPS’ subsidiaries and affiliates of which he may be a director, including but not limited to Main Avenue Pharmacy, Inc., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc.
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2. (a) RS agrees that he will meet with new management, as may be requested by them, at any mutually convenient time during regular business hours up to the close of business on June 30, 2016 and provide such factual background information, documents, files, e-mails, computer files, etc. as may be requested or which RS may deem potentially helpful or informative in providing continuity. Any costs, such as reproduction costs, and any costs related to RS’ travel for such purposes, shall be paid and/or reimbursed by the Company promptly upon receipt of an invoice for such from RS itemizing such costs and providing such receipts as applicable.
(b) The parties shall mutually arrange for all of the Company files and data, and related e-mails, to be transferred from RS’ personal computer(s) to computers, servers, archives and/or storage media selected by the Company. The parties shall accomplish this during the month of July, 2015, time being of the essence.
(c) In consideration of RS’ foregoing agreements to cooperatively provide continuity, and/or his providing of such continuity, SCRIPS shall pay to RS a severance continuity fee of One Hundred Forty-four Thousand Dollars ($144,000) payable at the rate of Twelve Thousand Dollars ($12,000) per month for a period of twelve (12) months, commencing July 1, 2015. The $12,000 monthly payment shall be made by the Company in two equal payments of $6,000 on the 15 th and the 30 th of each month, starting with July, 2015. In the event of RS’ death or permanent disability, the fee shall be paid to his wife or heirs as may be applicable.
3. (a) In consideration of RS’ past services as an officer and a director, SCRIPS shall indemnify RS to the fullest extent of Section 145 of the Delaware General Corporation Law, the Company’s By-laws, and the Company’s standard Indemnification Agreement as attached to Form S-1 as Exhibit 10.4 and incorporated herein by reference.
(b) The parties shall exchange releases with respect to civil actions brought with respect to RS’ services up to and including June 30, 2015.
4. (a) RS acknowledges awareness that he is an affiliate of SCRIPS and will remain so for a period of ninety (90) days after June 30, 2015 and will be subject to the SEC’s Rule 144 requirements and limitations for such period. RS further acknowledges that he is subject to the restrictions and limitations of the Company’s policies for the same period of time, including specifically the Insider Trading Policy.
(b) In order to provide for an orderly trading market, in addition to the above-referenced restrictions, RS has agreed to limit his sales of SCRIPS’ stock pursuant to the following provisions:
A. (i) Initially, from the date hereof, for a period of six (6) months following June 30, 2015, RS may sell, in the public market, up to 100,000 shares per week, with the proviso that RS may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or a total of One Million (1,000,000) shares; and
(ii) Upon the sale of all or any part of the accumulated total, RS may again either sell up to 100,000 shares and/or accumulate the difference between the amount sold and the 100,000 share cap; and
(iii) All sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer; and
(iv) Private transactions are not limited or affected hereby.
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B. (i) After such six (6) months period, for a further period of three (3) months, RS may sell, in the public market, up to 150,000 shares per week, with the proviso that RS may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or a total of One Million Five Hundred Thousand (1,500,000) shares; and
(ii) Upon the sale of all or any part of the accumulated total, RS may again either sell up to 150,000 shares and/or accumulate the difference between the amount sold and the 150,000 share cap; and
(iii) All sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer; and
(iv) Private transactions are not limited or affected hereby.
C. After such nine month period, there shall be no further volume restriction, but for a further period of three (3) months all sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer.
5. During his service as CEO and President, RS and his wife have loaned funds to the Company or provided financial accommodations for the Company and the parties have agreed that the Company will take the following actions with respect thereto:
(a) There are two (2) notes from RS and his wife, to the Company, in the total amount of $212,669; one of which is for $132,669 and the other of which is for $80,000. Both notes bear interest at the rate of 12% simple interest per annum, being paid monthly; both of which will mature in January, 2016. The Company shall continue to pay the monthly interest and shall pay the principal sums upon the respective maturity of the notes.
(b) Andrea Schneiderman, RS’ wife, has loaned funds to Wholesale Rx, the current unpaid balance of which is $19,214.00. This loan is tied to a specific account receivable and the loan is being paid off as the account receivable is paid down. The Company shall continue the current reduction program under which it is expected that the entire loan will be paid off within the next sixty (60) days. In the event that the entire balance is not repaid by September 1, 2015, the Company shall pay the remaining balance in full by September 10, 2015..
(c) There are two (2) credit cards, issued on the credit of and in the name of RS, but having the Company’s name on the card, which have small balances. The card ending in #8859, issued by U.S. Bank, has a balance of $8,365.89. The card ending in #0212, issued by JP Morgan Chase, has a balance of $4,846.11. Upon receipt of the invoices on each card, after June 30, 2015, the Company shall pay off the balances, in full, together with all interest and charges. The Company shall provide RS with documentation showing that the balances have been paid in full. The Company shall make no further use of such cards and RS shall indemnify the Company against, and hold the Company harmless from, any further non-Company charges on such cards.
(d) There is a third credit card, also issued on the credit of and in the name of RS, ending in #1165, also issued by JP Morgan Chase, which has been used by Main Avenue Pharmacy, Inc. and which has a current over-limit balance of $59,613.69. The Company shall pay off $30,000 of the total outstanding balance on or before July 15 th , 2015 and the balance, including interest and service charges, on or before July 30 th , 2015. The Company shall provide RS with documentation showing that the balance has been paid in full. The Company shall make no further use of such card and RS shall indemnify the Company against, and hold the Company harmless from, any further non-Company charges on such cards.
(e) The Company has a $100,000 credit line with Wells Fargo, which currently has a zero balance. This credit line is currently personally guaranteed by RS. The Company shall not use the credit line under the current structure. The Company shall have RS removed as the guarantor for such line or such lesser line as Wells Fargo may substitute in the absence of RS’ personal guarantee.
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6. This Management Reorganization Agreement contains the entire agreement and understanding between the Parties concerning the subject matter contained herein. The Parties hereby acknowledge and agree that there are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties relating to the subject matter of this Agreement that are not fully expressed herein and that neither Party has relied on the statement of the other as an inducement to enter into this Agreement. This Agreement supersedes all prior communications, representations, understandings, commitments, and agreements, oral and written, with respect to the subject matter, between the parties prior to the execution date.
7. The parties desire this Management Reorganization Agreement to finally terminate all relations among them. Subject to performance by the parties of the obligations and undertakings as provided above, and for and in consideration of the terms contained herein, Scrips and RS do hereby release, remise, hold harmless and forever discharge each other, as well as, for RS, his wife, Andrea Schneiderman, and, as well, for Scrips, its officers, directors, shareholders, attorneys, associates, affiliates,, successors, agents, servants, workmen, subsidiaries, employees, assigns and attorneys, of and from any and all manner of actions, causes of action, suits, debts, dues, accounts, damages, bonds, covenants, notes, contracts, agreements, judgments, demands and claims whatsoever in law or in equity (including reasonable attorney’s fees/expenses and court costs arising directly or indirectly therefrom), whether or not heretofore known, suspected or asserted, foreseen or unforeseen, which any party ever had, or has or may have in the future relating to any activity which occurred prior to the signing of this Management Reorganization Agreement.
8. Any term, provision, covenant, representation, warranty or condition of this Management Reorganization Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party’s right at a later time to enforce the same. No waiver by either party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Management Reorganization Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it is in writing and signed by both parties hereto.
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9. All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier or messenger or sent by registered or certified mail, return receipt requested, or by facsimile transmission, email or similar means of communication. Notices shall be deemed to have been received on the date of personal delivery, facsimile transmission, email or similar means of communication, or if sent by overnight courier or messenger, shall be deemed to have been received on the next delivery day after deposit with the courier or messenger, or if sent by certified or registered mail, return receipt requested, shall be deemed to have been received on the fifth business day after the date of mailing. Notices shall be sent to the respective addresses of the parties set forth below:
If to RS: Robert Schneiderman
843 Persimmon Lane
Langhorne, PA 19047
If to Scrips: Brian Ettinger, Esq.
The Law Offices of Brian Ettinger, PC
5120 Woodway Drive, #5004
Houston, TX 77056
10. This Management Reorganization Agreement shall be deemed made under the laws of Delaware and shall be construed and interpreted under the laws of the State of Delaware, and venue and jurisdiction in the event of a dispute hereunder shall be exclusively in federal and state courts of Delaware. Each party waives any claim to forum non conveniens . This Management Reorganization Agreement shall be deemed to have been written by both parties and shall not be construed against either party.
11. Should a party default in the terms or conditions of this Agreement and suit be filed as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including all costs and reasonable attorney fees, expenses and court costs through trial and appeal.
12. This Management Reorganization Agreement may be executed in two or more counterparts, each of which shall be deemed an original and together shall be deemed a single document.
Intending to be legally bound, the parties have executed this Management Reorganization Agreement as of this 29th day of June, 2015:
SCRIPSAMERICA, INC.
By: /s/ Brian Ettinger
Brian Ettinger, Chairman
ROBERT SCHNEIDERMAN:
/s/ Robert Schneiderman
Robert Schneiderman
The agreement provides for the following terms:
· Effective June 30, 2015, Mr. Schneiderman resigned as our (i) Chief Executive Officer, (ii) President, (iii) Secretary and (iv) from all other management and corporate offices, if any, of both the Company and each of our subsidiaries and affiliates, including but not limited to Main Avenue Pharmacy, Inc., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc.
· Mr. Scheniderman’s resignation shall be effective on June 30, 2015, creating vacancies which the Board of Directors may fill from time to time.
· Mr. Schneiderman will meet with the Company’s new management, as may be requested, at any mutually convenient time during regular business hours up to the close of business on June 30, 2016 and provide such factual background information, documents, files, e-mails, computer files, etc. as may be requested or which he may deem potentially helpful or informative in providing continuity.
· During July 2015, Mr. Schneiderman shall transfer any and all Company files and data, and related e-mails to the Company.
· The Company shall pay Mr. Schneiderman a severance of One Hundred Forty-four Thousand Dollars ($144,000) which shall be paid at the rate of Twelve Thousand Dollars ($12,000) per month for twelve (12) months, commencing July 1, 2015. The $12,000 monthly payment shall be made by the Company in two equal payments of $6,000 on the 15 th and the 30 th of each month, starting with July, 2015. In the event of his death or permanent disability, the fee shall be paid to his wife or heirs as may be applicable.
· For a period of six (6) months following his resignation on June 30, 2015, Mr. Schneiderman may sell up to 100,000 shares per week, and may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or a total of One Million (1,000,000) shares.
· Upon the sale of all or any part of the accumulated total, Mr. Schneiderman may either sell up to 100,000 shares per week and/or accumulate the difference between the amount sold and the 100,000 share cap.
· For a period of nine (9) months after his termination, Mr. Schneiderman may publicly sell up to 150,000 shares each week, and may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or an aggregate of One Million Five Hundred Thousand (1,500,000) shares.
· Upon the sale of all or any part of the accumulated share total, Mr. Schneiderman may either sell up to 150,000 shares and/or accumulate the difference between the amount sold and the 150,000 share cap.
· Mr. Schneiderman shall place sell orders of his shares at a price, of not less than one-half of the difference between the highest bid and the lowest offer.
· After such nine (9) month period, there shall be no further volume restriction, but for a further period of three (3) months all sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer.
· Private transactions are not limited or affected by the dribble out provisions applicable to Mr. Schneiderman’s public sales.
· The Company shall repay two (2) loans in the aggregate amount of $212,669 which mature in January 2016, each bearing simple interest at the rate of 12% per annum. The Company shall make monthly payments of interest and shall pay the principal sums upon the respective maturity of the notes.
· The Company shall repay Andrea Schneiderman, for loans made to Wholesale Rx, which have an unpaid balance of $19,214 on or before September 10, 2015.
· The Company shall pay all credit card balances of approximately $13,111, in which Mr. Schneiderman is a guarantor, in full, together with all interest and charges.
· The Company shall pay the credit card, also issued on the credit of and in the name of Mr. Schneiderman, which has been used by Main Avenue Pharmacy, Inc. and which has a current over-limit balance of $59,613.69. The Company shall pay off $30,000 of the total outstanding balance on or before July 15 th , 2015 and the balance, including interest and service charges, on or before July 30 th , 2015.
· Mr. Schneiderman shall be removed as the guarantor for the Company’s credit line with Wells Fargo and the Company’s credit card accounts.
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2015, our Chief Executive Officer, President and Secretary, Robert Schneiderman, resigned as our (i) Chief Executive Officer, (ii) President, (iii) Secretary and (iv) from all other positions he held with our subsidiaries and affiliates, including but not limited to Main Avenue Pharmacy, Inc., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc
Upon the acceptance of Mr. Schneiderman’s resignation on June 30, 2015, Brian Ettinger, the Chairman of our Board of Directors became our interim Chief Executive Officer and Chairman of our Board of Directors and Adam Brosius became our interim President. Mr. Ettinger and Mr. Brosius will serve in the forgoing capacities until suitable replacements are located.
Brian Ettinger
Brian Ettinger, age 62, has served as a Director and our Chairman of its Board of Directors since April 1, 2011. Since January 1984, Mr. Ettinger has practiced law in Houston, Texas. Mr. Ettinger’s law practice currently emphasizes representation for international and domestic multi-industry businesses, including oil, natural gas and liquefied natural gas, addressing production and exploration, rig equipment and oil services, contracts, negotiations, collections and business development.
Since April 1, 2012, Mr. Ettinger has served as General Counsel for Drilling Structures Services, Inc., a drilling rig manufacturer and steel fabricator which has facilities in Houston, Texas and Columbia in the free trade zone. Since June 2012, Mr. Ettinger has served as General Counsel for United LNG, LP, an international company involved in the production and exporting of liquefied natural gas. From September 2011 to June 2012, Mr. Ettinger served as General Counsel for Farouk Systems, Inc., an international beauty supply manufacturer and company. Since 2002, Mr. Ettinger has served as the Chief Executive Officer and General Counsel for Worldwide Strategic Partners, Inc., a privately-held energy consulting firm involved in domestic and international energy projects involving oil and gas production, exploration, alternative fuels, waste to energy, biofuels, power and pipelines.
Mr. Ettinger is a registered lobbyist for foreign governments, sovereign owned energy companies, and international businesses, and he is also a qualified mediator and arbitrator for domestic and international legal matters. Mr. Ettinger received a B.A. degree in Political Science and Economics from LaSalle College in 1974 and a Juris Doctor degree from South Texas College of Law in 1983.
Adam Brosius
Adam Brosius, age 50, has served as our consultant and Director of Business Development since May of 2012. Mr. Brosius negotiated several contracts and business arrangements with our pharmaceutical partners.
From May of 2001 to present, Mr. Brosius has served as the President and owner of Black Cat Consulting, Inc. a privately held company that provides marketing, consulting and business.
Prior to providing services to us, Mr. Brosius has worked in both the public and private sector as a business and sales consultant, both writing and implementing successful sales and marketing plans, thereby helping many companies boost sales revenues. Mr. Brosius has worked in the Fortune 500 arena with both IBM and ADP in the past.
Item 9.01 - Exhibits
Item 10.27 Agreement Between ScripsAmerica Inc. and Robert Schneiderman
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.
Date: July 6, 2015
SCRIPSAMERICA, INC.
By: /s/ Brian Ettinger
Brian Ettinger
Chief Executive Officer
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Exhibit 10.27
MANAGEMENT REORGANIZATION AGREEMENT
This Management Reorganization Agreement, made as of this 29 th day of June, 2015 by SCRIPSAMERICA, INC., a Delaware corporation having its principal place of business located at Corporate Office Center Tysons II, 1650 Tysons Boulevard, Suite 1580, Tyson Corner, VA 22102 (hereinafter “SCRIPS” or “Company”);
AND
ROBERT SCHNEIDERMAN, an adult individual residing at 843 Persimmon Lane, Langhorne, PA 19047 (hereinafter “RS”),
WITNESSETH THAT:
WHEREAS, SCRIPS is a publicly-traded corporation engaged, through subsidiaries and affiliates, in the sale and distribution of drugs and pharmaceuticals and medical supplies and equipment, which was co-founded by RS and which has grown, since its organization, under the leadership of RS serving as the CEO and President;
WHEREAS, SCRIPS’ Board of Directors, including RS, have discussed the current management structure, including especially the fact the SCRIPS has been developed by RS to the point that it now needs management with experience and expertise in the drug sales and distribution business and the pharmaceutical industry;
WHEREAS, with the intent to provide for the recruitment by SCRIPS of such management, while giving such new management the benefits of continuity and familiarization with the current status of the Company through access to RS, his files, databases, etc. the parties have negotiated a retirement program for RS while providing for such cooperation, continuity and familiarization;
NOW, THEREFORE, intending to be legally bound and in consideration of the mutual promises and covenants, the parties have agreed, and do hereby agree, as follows:
1. (a) In order to provide for an orderly succession by new management, as such may be recruited and appointed by SCRIPS’ Board of Directors from time to time, RS hereby agrees to resign from his several management positions as of the close of business on June 30, 2015, so as to create vacancies which the Board may fill as determined by the Board from time to time.
(b) RS hereby resigns, effective as of the close of business on June 30, 2015, as (i) Chief Executive Officer, (ii) President, and (iii) Secretary of SCRIPS. In addition, RS resigns, effective as of the close of business on June 30, 2015, from all other management and corporate offices, if any, of both SCRIPS and each and every of SCRIPS’ subsidiaries and affiliates, including but not limited to Main Avenue Pharmacy, Inc.., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc..
(c) RS hereby resigns, effective as of the close of business on June 30, 2015, as a director of both SCRIPS and each and every of SCRIPS’ subsidiaries and affiliates of which he may be a director, including but not limited to Main Avenue Pharmacy, Inc., P.I.M.D. International, LLC, Wholesale Rx, Inc., and DispenseDoc, Inc.
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2. (a) RS agrees that he will meet with new management, as may be requested by them, at any mutually convenient time during regular business hours up to the close of business on June 30, 2016 and provide such factual background information, documents, files, e-mails, computer files, etc. as may be requested or which RS may deem potentially helpful or informative in providing continuity. Any costs, such as reproduction costs, and any costs related to RS’ travel for such purposes, shall be paid and/or reimbursed by the Company promptly upon receipt of an invoice for such from RS itemizing such costs and providing such receipts as applicable.
(b) The parties shall mutually arrange for all of the Company files and data, and related e-mails, to be transferred from RS’ personal computer(s) to computers, servers, archives and/or storage media selected by the Company. The parties shall accomplish this during the month of July, 2015, time being of the essence.
(c) In consideration of RS’ foregoing agreements to cooperatively provide continuity, and/or his providing of such continuity, SCRIPS shall pay to RS a severance continuity fee of One Hundred Forty-four Thousand Dollars ($144,000) payable at the rate of Twelve Thousand Dollars ($12,000) per month for a period of twelve (12) months, commencing July 1, 2015. The $12,000 monthly payment shall be made by the Company in two equal payments of $6,000 on the 15 th and the 30 th of each month, starting with July, 2015. In the event of RS’ death or permanent disability, the fee shall be paid to his wife or heirs as may be applicable.
3. (a) In consideration of RS’ past services as an officer and a director, SCRIPS shall indemnify RS to the fullest extent of Section 145 of the Delaware General Corporation Law, the Company’s By-laws, and the Company’s standard Indemnification Agreement as attached to Form S-1 as Exhibit 10.4 and incorporated herein by reference.
(b) The parties shall exchange releases with respect to civil actions brought with respect to RS’ services up to and including June 30, 2015.
4. (a) RS acknowledges awareness that he is an affiliate of SCRIPS and will remain so for a period of ninety (90) days after June 30, 2015 and will be subject to the SEC’s Rule 144 requirements and limitations for such period. RS further acknowledges that he is subject to the restrictions and limitations of the Company’s policies for the same period of time, including specifically the Insider Trading Policy.
(b) In order to provide for an orderly trading market, in addition to the above-referenced restrictions, RS has agreed to limit his sales of SCRIPS’ stock pursuant to the following provisions:
A. (i) Initially, from the date hereof, for a period of six (6) months following June 30, 2015, RS may sell, in the public market, up to 100,000 shares per week, with the proviso that RS may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or a total of One Million (1,000,000) shares; and
(ii) Upon the sale of all or any part of the accumulated total, RS may again either sell up to 100,000 shares and/or accumulate the difference between the amount sold and the 100,000 share cap; and
(iii) All sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer; and
(iv) Private transactions are not limited or affected hereby.
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B. (i) After such six (6) months period, for a further period of three (3) months, RS may sell, in the public market, up to 150,000 shares per week, with the proviso that RS may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or a total of One Million Five Hundred Thousand (1,500,000) shares; and
(ii) Upon the sale of all or any part of the accumulated total, RS may again either sell up to 150,000 shares and/or accumulate the difference between the amount sold and the 150,000 share cap; and
(iii) All sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer; and
(iv) Private transactions are not limited or affected hereby.
C. After such nine month period, there shall be no further volume restriction, but for a further period of three (3) months all sell orders shall be placed at a price, at the time of placing such order, of no less than one-half of the difference between the highest bid and the lowest offer.
5. During his service as CEO and President, RS and his wife have loaned funds to the Company or provided financial accommodations for the Company and the parties have agreed that the Company will take the following actions with respect thereto:
(a) There are two (2) notes from RS and his wife, to the Company, in the total amount of $212,669; one of which is for $132,669 and the other of which is for $80,000. Both notes bear interest at the rate of 12% simple interest per annum, being paid monthly; both of which will mature in January, 2016. The Company shall continue to pay the monthly interest and shall pay the principal sums upon the respective maturity of the notes.
(b) Andrea Schneiderman, RS’ wife, has loaned funds to Wholesale Rx, the current unpaid balance of which is $19,214.00. This loan is tied to a specific account receivable and the loan is being paid off as the account receivable is paid down. The Company shall continue the current reduction program under which it is expected that the entire loan will be paid off within the next sixty (60) days. In the event that the entire balance is not repaid by September 1, 2015, the Company shall pay the remaining balance in full by September 10, 2015..
(c) There are two (2) credit cards, issued on the credit of and in the name of RS, but having the Company’s name on the card, which have small balances. The card ending in #8859, issued by U.S. Bank, has a balance of $8,365.89. The card ending in #0212, issued by JP Morgan Chase, has a balance of $4,846.11. Upon receipt of the invoices on each card, after June 30, 2015, the Company shall pay off the balances, in full, together with all interest and charges. The Company shall provide RS with documentation showing that the balances have been paid in full. The Company shall make no further use of such cards and RS shall indemnify the Company against, and hold the Company harmless from, any further non-Company charges on such cards.
(d) There is a third credit card, also issued on the credit of and in the name of RS, ending in #1165, also issued by JP Morgan Chase, which has been used by Main Avenue Pharmacy, Inc. and which has a current over-limit balance of $59,613.69. The Company shall pay off $30,000 of the total outstanding balance on or before July 15 th , 2015 and the balance, including interest and service charges, on or before July 30 th , 2015. The Company shall provide RS with documentation showing that the balance has been paid in full. The Company shall make no further use of such card and RS shall indemnify the Company against, and hold the Company harmless from, any further non-Company charges on such cards.
(e) The Company has a $100,000 credit line with Wells Fargo, which currently has a zero balance. This credit line is currently personally guaranteed by RS. The Company shall not use the credit line under the current structure. The Company shall have RS removed as the guarantor for such line or such lesser line as Wells Fargo may substitute in the absence of RS’ personal guarantee.
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6. This Management Reorganization Agreement contains the entire agreement and understanding between the Parties concerning the subject matter contained herein. The Parties hereby acknowledge and agree that there are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties relating to the subject matter of this Agreement that are not fully expressed herein and that neither Party has relied on the statement of the other as an inducement to enter into this Agreement. This Agreement supersedes all prior communications, representations, understandings, commitments, and agreements, oral and written, with respect to the subject matter, between the parties prior to the execution date.
7. The parties desire this Management Reorganization Agreement to finally terminate all relations among them. Subject to performance by the parties of the obligations and undertakings as provided above, and for and in consideration of the terms contained herein, Scrips and RS do hereby release, remise, hold harmless and forever discharge each other, as well as, for RS, his wife, Andrea Schneiderman, and, as well, for Scrips, its officers, directors, shareholders, attorneys, associates, affiliates,, successors, agents, servants, workmen, subsidiaries, employees, assigns and attorneys, of and from any and all manner of actions, causes of action, suits, debts, dues, accounts, damages, bonds, covenants, notes, contracts, agreements, judgments, demands and claims whatsoever in law or in equity (including reasonable attorney’s fees/expenses and court costs arising directly or indirectly therefrom), whether or not heretofore known, suspected or asserted, foreseen or unforeseen, which any party ever had, or has or may have in the future relating to any activity which occurred prior to the signing of this Management Reorganization Agreement.
8. Any term, provision, covenant, representation, warranty or condition of this Management Reorganization Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party’s right at a later time to enforce the same. No waiver by either party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Management Reorganization Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it is in writing and signed by both parties hereto.
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9. All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier or messenger or sent by registered or certified mail, return receipt requested, or by facsimile transmission, email or similar means of communication. Notices shall be deemed to have been received on the date of personal delivery, facsimile transmission, email or similar means of communication, or if sent by overnight courier or messenger, shall be deemed to have been received on the next delivery day after deposit with the courier or messenger, or if sent by certified or registered mail, return receipt requested, shall be deemed to have been received on the fifth business day after the date of mailing. Notices shall be sent to the respective addresses of the parties set forth below:
If to RS: Robert Schneiderman
843 Persimmon Lane
Langhorne, PA 19047
If to Scrips: Brian Ettinger, Esq.
The Law Offices of Brian Ettinger, PC
5120 Woodway Drive, #5004
Houston, TX 77056
10. This Management Reorganization Agreement shall be deemed made under the laws of Delaware and shall be construed and interpreted under the laws of the State of Delaware, and venue and jurisdiction in the event of a dispute hereunder shall be exclusively in federal and state courts of Delaware. Each party waives any claim to forum non conveniens . This Management Reorganization Agreement shall be deemed to have been written by both parties and shall not be construed against either party.
11. Should a party default in the terms or conditions of this Agreement and suit be filed as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including all costs and reasonable attorney fees, expenses and court costs through trial and appeal.
12. This Management Reorganization Agreement may be executed in two or more counterparts, each of which shall be deemed an original and together shall be deemed a single document.
Intending to be legally bound, the parties have executed this Management Reorganization Agreement as of this 29th day of June, 2015:
SCRIPSAMERICA, INC.
By: /s/ Brian Ettinger
Brian Ettinger, Chairman
ROBERT SCHNEIDERMAN:
/s/ Robert Schneiderman
Robert Schneiderman
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