Celsius Holdings, Inc.

Regulatory Filings • Mar 5, 2010

8-K 1 f8k030409_celsius.htm FORM 8-K f8k030409_celsius.htm Licensed to: Electronic Filing Services Corp. Document Created using EDGARizerAgent 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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

March 4, 2009

Date of Report (Date of earliest event reported)

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	333-129847	20-2745790
(State
or other jurisdiction of	(Commission
File	(IRS
Employer Identification
incorporation)	Number)	No.)

| 140 NE 4th Avenue, Suite C, Delray Beach,
FL |
| --- |
| (Zip
Code) |

(561) 276-2239

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

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Item 2.02. Results of Operations and Financial Condition

On March 4, 2009, Celsius Holdings, Inc (the “Company”) issued a press release reporting its financial results for the three and twelve month period ended December 31, 2009. A copy of the press release, dated March 4, 2009, announcing these financial results is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 7.01 Regulation FD Disclosure

The Company is attaching a copy of a press release, dated March 4, 2009 (attached hereto as Exhibit 99.1), announcing its financial results for the three and twelve month period ended December 31, 2009, and such press release is incorporated herein by this reference.

On March 4, 2010, the Company held a management conference, via web-cast and telephone, to discuss the Company’s financial results for the twelve months ended December 31, 2009 and certain other matters. A copy of the prepared script of the Company’s management for the conference call is being furnished herewith as Exhibit 99.2, the question and answer section is not included in the attached script. The full webcast can be listened to via calling 877-660-6853, account 286 and conference ID number 346411, it is available until 11:59 pm 3/11/2010. The full webcast can be listened to until April 4, 2010 via http://www.investorcalendar.com/IC/CEPage.asp?ID=156075

Item 9.01 Exhibits

| 99.1 | Press
Release dated March 4, 2010 |
| --- | --- |
| 99.2 | Script
from phone conference on March 4,
2010 |

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibits, the web cast and information on the website referenced herein) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

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EFPlaceholder SIGNATURES

Pursuant to the requirements of the Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| | CELSIUS HOLDINGS,
INC. |
| --- | --- |
| DATE:
March 4, 2010 | By: s/Geary W. Cotton |
| | Geary
W. Cotton |
| | Chief
Financial Officer |

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