Celsius Holdings, Inc.

Regulatory Filings • Feb 10, 2010

8-K 1 f8k020910_celsius.htm FORM 8-K f8k020910_celsius.htm Licensed to: tp electronic filing services 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

February 9, 2010

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)) |

Item 1.01 Entry into a Material Definitive Agreement

On February 9, 2010, Celsius Holdings, Inc. executed an employment agreement with Geary W. Cotton (the “Employment Agreement”). The effective date of Mr. Cotton’s employment pursuant to the Agreement was January 20, 2010.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 99.1.

On February 9, 2010, the Company executed a Separation Agreement with Mr. Norelid effective as of January 20, 2010. Pursuant to the Separation Agreement the Company and Mr. Norelid’s agreed to terminate his employment agreement as of a mutually agreeable date. In addition, Mr. Norelid will receive approximately $344,000 in severance payable under the terms of his former employment agreement.

The foregoing description of the terms of Mr. Norelid’s Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 99.2.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed by the Company in current report on Form 8-K filed on January 22, 2010, Mr. Geary W. Cotton joined the Company as its Chief Financial Officer effective January 20, 2010. Contemporaneously with Mr. Cotton’s appointment, Jan Norelid, who had served as our Chief Financial Officer and a director since January 2007, stepped down from those positions.

Item 9.01 Exhibits

| 99.1 | Employment
Agreement - Geary Cotton |
| --- | --- |
| 99.2 | Separation
Agreement - Jan Norelid |

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:
February 10, 2010 | By: /s/Geary W.
Cotton |
| | Geary
W. Cotton |
| | Chief
Financial Officer |