Unassociated Document
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): December
6, 2007
BSML,
Inc.
(Exact
name of registrant as specified in its charter)
|
Utah
|
1-11064
|
87-0410364
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
file number)
|
(I.R.S.
Employer Identification No.)
|
|
460
North Wiget Lane
|
|
|
Walnut
Creek, California
|
94598
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (925) 941-6260
Not
applicable
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 425 under the Exchange Act (17 CFR
240.14.a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
Resignation
of Dr. Julian Feneley
Effective
December 6, 2007, Dr. Julian D. Feneley resigned as the Chief Executive Officer
and a Director of BSML, Inc. (the “Company”).
Appointment
of Andrew Rudnick
Effective
as of December 6, 2007, the Board of Directors of the Company appointed Andrew
Rudnick as the Chief Executive Officer of the Company. In connection with Mr.
Rudnick's appointment, the Company and Mr. Rudnick entered into an employment
agreement, under which Mr. Rudnick has been hired as the Chief Executive Officer
and Chairman of the Board of the Company. The term of the Agreement is for
three
years from the date of the Agreement. Also, during the term of the Agreement
Mr.
Rudnick is entitled to elect a majority of the members of the Company's board
of
directors. Mr. Rudnick is also permitted under the Agreement to serve as a
director and Chief Executive Officer of an entity engaged in the medspa business
- Sleek, Inc. - which is owned by Mr. Rudnick and his family. The Company agreed
to pay Mr. Rudnick an annual base salary of $350,000, although the salary will
accrue but not be paid until such time as the Company reports in an annual
or
quarterly report EBITDA of at least $1,000,000. Additionally, Mr. Rudnick is
entitled to receive an annual bonus of up to $1,000,000, to be paid $50,000
for
each $1,000,000 of EBITDA for each reporting period. The Agreement sets forth
other conditions of employment, as well as circumstances relating to termination
of the Agreement.
Pursuant
to the Agreement, during the term of the Agreement and for as long as Sleek,
Inc., a Massachusetts corporation controlled by Mr. Rudnick, is not in default
under the Support Services Agreement (discussed below), Mr. Rudnick is entitled
to elect a majority of the members of the Company’s board of directors. Mr.
Rudnick is permitted under the Agreement to serve as a director and Chief
Executive Officer of Sleek, Inc.
The
foregoing description of the employment agreement is not complete and is
qualified in its entirety by reference to the Agreement, a copy of which is
filed herewith as Exhibit 99.1 and incorporated herein by
reference.
Mr.
Rudnick is the Chairman and CEO of the Sleek Medspa Group, which includes seven
med-spa locations in Florida, New York and Massachusetts. Prior to founding
Sleek Medspas in 1999, Mr. Rudnick was the founder, CEO, and Chairman of Medical
Weight Loss Center Inc., a leading northeast chain of weight loss centers which
later evolved into the first Sleek Medspa in Boston, Massachusetts. Mr. Rudnick
is also the founder of the Matzo Ball, the largest annual nationwide event
for
Jewish singles held on December 24 each year. Mr. Rudnick received a B.A. from
Boston University.
Additionally,
on December 10, 2007, Andrew Rudnick was appointed Chairman of the Board of
Directors of the Company.
Appointment
of Brent Knudsen
On
December 10, 2007, Brent Knudsen was appointed as a director of the Company.
Mr.
Knudsen is the Managing Partner of Partnership Capital Growth Advisors, a
leading advisor/investor in the areas of healthy, active and sustainable living,
and licensed FINRA/SIPC broker dealer. Prior to founding PCGA, Mr. Knudsen
was
an original partner at North Castle Partners, the leading private equity firm
targeting investments in the area of healthy living and aging, where he led
investments in areas including spas, fitness clubs and nutrition. Prior to
joining North Castle Partners in 1998, Mr. Knudsen founded, built, operated
and
advised growth businesses in the area of healthy/active living, including Golf
Web, Bell Sports, and the Full Force Division of Specialized Bicycle Components.
Earlier, Mr. Knudsen was at Bain & Company, focusing primarily in the area
of health care strategy and mergers & acquisitions. Mr. Knudsen received a
B.A. from the University of Utah and a J.D. from Georgetown Law School, and
was
a Visiting Scholar at Harvard Law and Business Schools. He currently serves
on
various private and public boards, including Planet Organic Health Corporation
and is chairman of the Pepperdine University Seaver Board of
Visitors.
Resignation
of Pierce, Peters, and Schechter
Effective
as of December 10, 2007, L. Tim Pierce, Bradford Peters, John Reed, and Peter
Schechter resigned from the Company’s Board of Directors. Anthony M. Pilaro, the
former Chairman of the Board of the Company, will continue as a director of
the
Company.
At
Mr.
Rudnick's direction, the headquarters facilities of the Company in Walnut Creek,
California will be closed and the moved to Florida.
Support
Services Agreement
The
Company entered into a support services agreement (the “Support Services
Agreement”) with Sleek, Inc. (“Sleek”), as of December 6, 2007. Sleek is a
Massachusetts corporation which is controlled by the Company’s new CEO and
Chairman, Andrew Rudnick . Pursuant to the Support Services Agreement, Sleek
agreed to provide marketing, consulting, cash management, personnel management,
and other services to the Company. In return for Sleek’s providing the services,
the Company agreed to issue to Sleek 1,240,000 shares of the Company’s common
stock. Sleek is also eligible to receive up to 1,240,000 shares of the Company’s
common stock for each $1,000,000 of annual incremental increase in the Company’s
EBITDA from a baseline of $0.00. The Company also agreed to pay an
administrative fee to Sleek equal to the aggregate of Sleek’s actual costs,
fees, and expenses incurred in providing the services.
The
term
of the Support Services Agreement is for an initial three-year period from
the
date of the agreement. The Support Services Agreement shall automatically renew
for additional consecutive one-year periods unless terminated by either party
upon at least 90 days’ written notes to the other party.
The
foregoing description of the Support Services Agreement is not complete and
is
qualified in its entirety by reference to the Support Services Agreement, a
copy
of which is filed herewith as Exhibit 99.2 and incorporated herein by
reference.
Item
7.01. Regulation
FD Disclosure.
On
December 10, 2007, the Company issued a press release announcing the changes
in
its management and the entry into the Support Services Agreement. The press
release is attached hereto as Exhibit 99.3 to this Report.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
section of this Report shall not be deemed filed for the purpose of Section
18
of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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99.1
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Employment
Agreement between the Company and Andrew Rudnick dated as of December
6,
2007.
|
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99.2
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Support
Services Agreement between the Company and Sleek, Inc., dated as
of
December 6, 2007.
|
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99.3
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Press
Release dated December 10, 2007
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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 thereunto
duly authorized.
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BSML,
Inc. |
|
|
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| Date: December
11, 2007 |
By: |
/s/ Andrew
Rudnick |
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Andrew
Rudnick |
| |
Chief Executive Officer |