SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): February 21, 2005
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LUCILLE FARMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12506 13-2963923
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(State or Other Juris- (Commission File No.) (IRS Employer
diction of Incorporation) Identification No.)
150 River Road, Montville, New Jersey 07045
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 334-6030
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 21, 2005, Mr. Don Desjarlais (age 49) was appointed
Executive Vice President and Chief Financial Officer of the Company. Prior to
joining the Company, Mr. Desjarlais was the Vice President and Chief Financial
Officer of Alto Dairy Cooperative, one of the largest dairy cooperatives in the
United States with cheese manufacturing operations producing in excess of
200,000,000 pounds of cheese per year.
Effective on February 21, 2005, the Company entered into a five year
employment agreement with Mr. Desjarlais, pursuant to which Mr. Desjarlais was
employed by the Company at a base salary of $150,000 per annum, and granted a
10-year option to purchase 50,000 shares of the Company's Common Stock at $3.00
per share, which options vest to the extent of 10,000 shares upon the
commencement of employment and the balance ratably on each of the next four
anniversary dates thereof; provided, however, that in the event of a sale of all
or substantially all of the assets of the Company, or all of the shares of
capital stock of the Company, or the merger or consolidation of the Company with
another entity where the Company is not the surviving entity or becomes a wholly
owned subsidiary of another entity ( a "Change of Control Event"), that portion
of the option that is to vest during the year in which such event is consummated
shall vest immediately prior to the Change of Control Event. Also, in the event
his employment is terminated by the Company without cause, the Company shall be
required to continue to pay his salary for a period of twelve (12) months;
provided, however, that Mr. Desjarlais shall have the affirmative obligation to
seek employment and mitigate the Company's damages-i.e. to the extent that he
earns monies from his employment, the same shall be applied to reduce the
payments to be made to Mr. Desjarlais under his employment agreement. In the
event Mr. Desjarlais' employment is terminated on account of his death,
disability, or resignation or for cause, the Company shall be obligated to pay
his salary only up to the date of termination.
On February 21, 2005, Mr. Al Moussab resigned his position as Chief
Financial Officer of the Company. Mr. Moussab will continue in the employ of the
Company for such period of time as is required by the Company to accomplish an
orderly transition.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Employment Agreement of Don Desjarlais, dated
February 21, 2005.
99.1 Press release, dated February 22, 2005.
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Signatures:
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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 hereunto duly authorized.
LUCILLE FARMS, INC.
By: /s/ Jay Rosengarten
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Jay Rosengarten, Chief Executive Officer
Date: February 22, 2005
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Exhibit Index
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No. Description
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10.1 Employment Agreement of Don Desjarlais,
dated February 21, 2005.
99.1 Press release, dated February 22, 2005.
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