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| CIK | 932372 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Spyglass Resources Corp.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| December 11, 2015 |
xspyform15dec112015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-51071 SPY Inc. (Exact name of registrant as spe |
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| December 11, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 11, 2015 Commission File Number: 000-51071 SPY INC. |
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| December 11, 2015 |
SPY Inc. Announces Filing of Form 15 to Voluntarily Deregister its Common Stock EX-99 2 ex99-12112015011230.htm SPY Inc. Announces Filing of Form 15 to Voluntarily Deregister its Common Stock On December 11, 2015, SPY Inc. (OTCBB: XSPY) (“SPY” or the “Company”), announced that it filed a Form 15 with the Securities and Exchange Commission (“SEC”) to voluntarily deregister its shares of common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As |
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| November 5, 2015 |
ex99-1.htm SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE NINE MONTHS AND THIRD QUARTER 2015 SPY Inc. Total Company First Nine Months Net Sales Reported as $26.6 million For Immediate Release: November 4, 2015 CARLSBAD, Calif.?SPY Inc. (OTCBB: XSPY) today announced financial results for the three a |
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| November 5, 2015 |
SPYR FORM 10-Q (Quarterly Report) xspy10qsep302015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| November 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events xspy8knov42015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 4, 2015 Commission File Number: 000-51071 SPY INC. (Exact name of Registrant as specified in its Charter) Delaware 33-0580186 (State or other jurisdiction of |
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| August 17, 2015 |
SPYR (Current Report/Significant Event) Spy, Inc. - FORM 8-k UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 14, 2015 Commission File Number: 000-51071 Spy, Inc. (Exact name of small business issuer as specified in its charter) Delaware (State or other jurisdiction |
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| August 17, 2015 |
form8k.htm August 14, 2015 Michael Marckx c/o Spy, Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 Re: Separation and Consulting Agreement Dear Michael: This letter sets forth the terms of the separation and consulting agreement (this ?Agreement?) that Spy, Inc. (the ?Company?) is offering to you in connection with your separation from the Company and the Board of Directors of the Company, and relin |
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| August 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 xspy10qjun302015.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu |
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| August 11, 2015 |
EX-99.1 2 ex99-1.htm SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE FIRST HALF AND SECOND QUARTER 2015 SPY Inc. Total Company First Half Net Sales Reported as $17.3 million For Immediate Release: August 11, 2015 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial results for the three |
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| August 11, 2015 |
SPYR FORM 8K (Current Report/Significant Event) spy8kaug112015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 11, 2015 Commission File Number: 000-51071 SPY INC. (Exact name of Registrant as specified in its Charter) Delaware 33-0580186 (State or other jurisdiction of |
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| June 5, 2015 |
SPYR (Current Report/Significant Event) SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 4, 2015 SPY INC. |
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| May 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 5, 2015 Commission File Number: 000-51071 SPY Inc. |
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| May 5, 2015 |
ex99-1.htm Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE FIRST QUARTER 2015 SPY Inc. Reports Net Sales of $9.1 million for the Three Months Ended March 31, 2015 For Immediate Release: May 5, 2015 CARLSBAD, Calif.?SPY Inc. (OTCBB: XSPY) today announced financial results for the three m |
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| May 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 xspy10qmar312015.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
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| April 17, 2015 |
SPYR SCHEDULE 14A DEFINITIVE PROXY STATEMENT xspydef14aapr172015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 |
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| March 5, 2015 |
ex99-1.htm Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER 2014 Fourth Quarter Year over Year Growth of 13.2% SPY Inc. Total Company Year Ended December 31, 2014 Net Sales of $38.1 million For Immediate Release: March 5, 2015 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today |
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| March 5, 2015 |
EX-21.1 2 ex21-1.htm LIST OF SUBSIDIARIES Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization Spy Spy Optic Inc. California Spy Spy Optic Europe S.r.l.S.U. Italy |
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| March 5, 2015 |
SPYR FORM 8-K (Current Report/Significant Event) xspy8kmar52015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 5, 2015 Commission File Number: 000-51071 SPY, Inc. (Exact name of Registrant as specified in its Charter) Delaware 33-0580186 (State or other jurisdiction of i |
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| March 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 SPY INC. (Exact name |
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| February 24, 2015 |
TWELFTH MODIFICATION TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 TWELFTH MODIFICATION TO LOAN AND SECURITY AGREEMENT This Twelfth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Spy Optic Inc., a(n) California corporation (“Borrower”) and CapitalSource Business Finance Group, a dba of BFI Business Finance, a California corporation (“Lender”) as of this 19th day of February, 2015, at Campbell, Califor |
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| February 24, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 19, 2015 SPY INC. |
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| December 30, 2014 |
SPYR / SPYR, Inc. S-8 - - FORM S-8 S-8 1 xspys8dec302014.htm FORM S-8 As filed with the Securities and Exchange Commission on December 30, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPY Inc. (Exact name of registrant as specified in its charter) Delaware 33-0580186 (State or Other Jurisdiction of (I.R.S. Employer |
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| December 10, 2014 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 8-K 1 form8k-12102014101253.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 5, 2014 Commission File Number: 000-51071 Spy, Inc. (Exact name of small business issuer as specified in its charter) Delaware (State or other j |
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| December 10, 2014 |
Exhibit 3.1 FOURTH AMENDED AND RESTATED B Y L A W S OF SPY INC. (a Delaware corporation) December 5, 2014 TABLE OF CONTENTS Page ARTICLE 1 OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 MEETING OF STOCKHOLDERS 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings 2 2.4 Notice of Meetings 2 2.5 List of Stockholders 2 2.6 Organization and Conduct of Business 2 2.7 Quoru |
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| November 4, 2014 |
Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER 2014 Third Quarter Year over Year Growth of 8.1% SPY Inc. Total Company First Nine Months Net Sales of $28.4 million For Immediate Release: November 4, 2014 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial re |
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| November 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 xspy10qsep302014.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi |
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| November 4, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 4, 2014 Commission File Number: 000-51071 SPY, Inc. |
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| September 11, 2014 |
ELEVENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT ELEVENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT This Modification to (this “Modification”) is entered into by and between Spy Optic Inc. |
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| September 11, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 form8k-09112014120916.htm SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 10, 2014 SPY INC. (Exact name of Registrant as specified in its Charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commis |
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| August 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 6, 2014 Commission File Number: 000-51071 SPY, Inc. |
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| August 6, 2014 |
Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE FIRST HALF AND SECOND QUARTER 2014 SPY® Inc. Total Company First Half Net Sales Reported as $17.4 million For Immediate Release: August 6, 2014 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial results for the three and six |
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| August 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 SPY INC. (Exact n |
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| June 9, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 form8k-06092014020636.htm SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 6, 2014 SPY INC. (Exact name of Registrant as specified in its Charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission F |
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| June 9, 2014 |
TENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT EX-10 2 ex10-06092014020642.htm TENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT This Tenth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Spy Optic Inc., a(n) California corporation (“Borrower”) and BFI Business Finance, a California corporation (“Lender”) as of this 6th day of June, 2014, at Campbell, California. RECITALS A. Lender and Borrower |
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| June 5, 2014 |
Submission of Matters to a Vote of Security Holders 8-K 1 form8k-06052014010624.htm SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 4, 2014 SPY INC. (Exact name of Registrant as specified in its Charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission F |
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| May 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 6, 2014 Commission File Number: 000-51071 SPY, Inc. |
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| May 6, 2014 |
FOURTH AMENDED AND RESTATED PROMISSORY NOTE EX-10.2 7 ex10-2.htm FOURTH AMENDED AND RESTATED PROMISSORY NOTE, BY AND BETWEEN SPY OPTIC, INC. AND COSTA BRAVA PARTNERSHIP III, L.P., DATED APRIL 30, 2014 Exhibit 10.2 THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME |
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| May 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 xspy10qmar312014.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
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| May 6, 2014 |
FIFTH AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.3 THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, |
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| May 6, 2014 |
SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2014 SPY® Inc. Achieved Quarterly Sales Growth of 2% in 2014 over 2013 12th Consecutive Quarter of Year over Year Growth of SPY® Brand Products Total Company Net Sales Reported as $9.2 million For Immediate Release: May 6, |
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| May 6, 2014 |
SECOND AMENDMENT PROMISSORY NOTE AND PROMISSORY NOTE NO. 2 EX-10.1 6 ex10-1.htm SECOND AMENDMENT TO PROMISSORY NOTE AND PROMISSORY NOTE NO. 2, BY AND BETWEEN SPY OPTIC, INC. AND HARLINGWOOD (ALPHA), LLC, DATED APRIL 30, 2014 Exhibit 10.1 SECOND AMENDMENT TO PROMISSORY NOTE AND PROMISSORY NOTE NO. 2 This SECOND AMENDMENT TO PROMISSORY NOTE AND PROMISSORY NOTE NO. 2 (this "Second Amendment") is entered into as of May 1, 2014 between SPY OPTIC INC., a Califo |
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| April 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P |
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| March 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 SPY INC. (Exact name |
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| March 20, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 20, 2014 Commission File Number: 000-51071 SPY, Inc. |
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| March 20, 2014 |
EX-21.1 2 ex21-1.htm LIST OF SUBSIDIARIES Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization Spy Spy Optic Inc. California Spy Spy Optic Europe S.r.l.S.U. Italy |
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| March 20, 2014 |
Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2013 SPY® Brand Products Achieved Annual Growth of 8% in 2013 over 2012 11th Consecutive Quarter of Year over Year Growth of SPY® Brand Products Total Company Net Sales reported as $37.8 million For Immediate Releas |
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| February 20, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 13, 2014 Commission File Number: 000-51071 Spy, Inc. |
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| February 20, 2014 |
NINTH MODIFICATION TO LOAN AND SECURITY AGREEMENT EX-10 2 ex10-02192014030201.htm NINTH MODIFICATION TO LOAN AND SECURITY AGREEMENT This Ninth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Spy Optic Inc., a(n) California corporation (“Borrower”) and BFI Business Finance, a California corporation (“Lender”) as of this 29th day of January, 2014, at Campbell, California. RECITALS A. Lender and Borro |
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| December 11, 2013 |
SPY® PRESIDENT & CEO APPOINTED TO SPY INC. BOARD OF DIRECTORS EX-99 2 ex99-12112013111233.htm SPY® 2070 Las Palmas Dr. Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY® PRESIDENT & CEO APPOINTED TO SPY INC. BOARD OF DIRECTORS CARLSBAD, Calif.—SPY® Inc. (OTCBB: XSPY), a leading eyewear company known for its patent-pending Happy Lens™ technology, today announced that SPY President and CEO Michael Marckx will join the SPY Inc. Board |
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| December 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 5, 2013 Commission File Number: 000-51071 Spy, Inc. |
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| November 27, 2013 |
S-8 1 xspys8nov272013.htm S-8 As filed with the Securities and Exchange Commission on November 27, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPY Inc. (Exact name of registrant as specified in its charter) Delaware 33-0580186 (State or Other Jurisdiction of (I.R.S. Employer Inco |
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| November 7, 2013 |
SPY, Inc. 2070 Las Palmas Drive Carlsbad, California 92011 November 7, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 4561 Washington, D.C. 20549 Attention: Kevin L. Vaughn, Accounting Branch Chief RE: SPY, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed March 20, 2013 File No. 000-51071 Dear Mr. Vaughn |
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| November 5, 2013 |
10-K/A 1 spyinc10ka-dec312012.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per |
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| November 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 SPY INC. (Ex |
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| November 5, 2013 |
Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS RESULTS FOR THE THIRD QUARTER 2013 10th Consecutive Quarter of Year over Year Growth of SPY® Brand Products SPY® Brand Products Achieved Year to Date Growth of 8% in 2013 Total Company Year to Date Net Sales reported as $29.2 million For Immediate Release: November |
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| November 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 5, 2013 Commission File Number: 000-51071 SPY, Inc. |
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| November 5, 2013 |
SPY, Inc. 2070 Las Palmas Drive Carlsbad, California 92011 November 5, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 4561 Washington, D.C. 20549 Attention: Kevin L. Vaughn, Accounting Branch Chief RE: SPY, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed March 20, 2013 File No. 000-51071 Dear Mr. Vaughn |
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| August 7, 2013 |
SPY® 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www. |
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| August 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 7, 2013 Commission File Number: 000-51071 SPY, Inc. |
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| August 7, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated July 26, 2013 and effective on the mutually agreed to date of commencement of employment (currently anticipated to be August, 19, 2013) (“Effective Date”), is between Spy Inc. |
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| August 7, 2013 |
Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE 1ST HALF AND SECOND QUARTER 2013 9th Consecutive Quarter of Year over Year Growth of SPY® Brand Products SPY® Brand Products Achieved Semi-Annual Growth of 10% in the 1st Half of 2013 over the 1st Half of 2012 Total Company First Half Net |
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| August 7, 2013 |
CHANGE IN CONTROL SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of June 26, 2013 (the "Effective Date"), is made by and between SPY Inc. |
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| August 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 SPY INC. (Exact n |
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| August 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 7, 2013 Commission File Number: 000-51071 SPY, Inc. |
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| June 6, 2013 |
Submission of Matters to a Vote of Security Holders - SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 4, 2013 SPY INC. |
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| May 20, 2013 |
SPYR / SPYR, Inc. / Harlingwood (Alpha), LLC Activist Investment SC 13D/A 1 eps5188.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* SPY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 685317 10 9 (CUSIP Number) Matthew D. Short, Esq. Procopio, Cory, Hargreaves & Savitch LLP 525 B Street, Suite 2200 San Diego, CA 92101 (61 |
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| May 20, 2013 |
8-K 1 form8k-05172013100504.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 17, 2013 Commission File Number: 000-51071 Spy, Inc. (Exact name of small business issuer as specified in its charter) Delaware (State or other juris |
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| May 14, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 8-K 1 form8k-05142013080507.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 14, 2013 Commission File Number: 000-51071 SPY, Inc. (Exact name of Registrant as specified in its Charter) Delaware 33-0580186 (State or other juris |
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| May 14, 2013 |
EXHIBIT 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 31, 2013 SPY® Brand Products Achieved Quarterly Growth of 14% in the 1st quarter of 2013 over the 1st quarter of 2012 8th Consecutive Quarter of Year over Year Growth of SPY® Brand Products Total Company Net Sales repor |
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| May 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 spy10qmar312013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| May 10, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 8, 2013 Commission File Number: 000-51071 Spy, Inc. |
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| May 10, 2013 |
FOURTH AMENDED AND RESTATED PROMISSORY NOTE THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. |
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| May 10, 2013 |
AMENDMENT PROMISSORY NOTE AND PROMISSORY NOTE NO. 2 AMENDMENT TO PROMISSORY NOTE AND PROMISSORY NOTE NO. 2 This AMENDMENT TO PROMISSORY NOTE AND PROMISSORY NOTE NO. 2 (this "Amendment") is entered into as of May 8, 2013 between SPY OPTIC INC., a California corporation (the "Company"), and HARLINGWOOD (ALPHA), LLC, a Delaware limited liability company, ("Holder"). RECITALS A. The Company is currently indebted to Holder pursuant to the terms and cond |
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| May 10, 2013 |
THIRD AMENDED AND RESTATED PROMISSORY NOTE THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. |
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| April 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P |
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| March 20, 2013 |
Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization Spy Optic Inc California Spy Optic Europe S.r.l.S.U. Italy |
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| March 20, 2013 |
EX-99 2 ex99-03202013050310.htm Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2012 SPY® Brand Products Achieved Annual Growth of 13% in 2012 over 2011 7th Consecutive Quarter of Year over Year Growth of SPY® Brand Products Total Company Net Sales reported as $3 |
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| March 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 spyinc10k-dec312012.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil |
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| March 20, 2013 |
Financial Statements and Exhibits - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 20, 2013 Commission File Number: 000-51071 Spy, Inc. |
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| December 28, 2012 |
SPYR / SPYR, Inc. / Harlingwood (Alpha), LLC - SPY, INC. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* SPY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 685317 10 9 (CUSIP Number) Matthew D. Short, Esq. Procopio, Cory, Hargreaves & Savitch LLP 525 B Street, Suite 2200 San Diego, CA 92101 (619) 238-1900 (Name, Addr |
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| December 24, 2012 |
Execution Version EXHIBIT 10.2 THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER TH |
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| December 24, 2012 |
[signatures continued on next page] EXHIBIT 10 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT - CONVERTIBLE NOTE This Registration Rights Agreement (this "Agreement") is effective as of December 18, 2012 by and between SPY Inc., a Delaware corporation (the "Company"), and Harlingwood (Alpha) LLC, a Delaware limited liability company ("Investor"). RECITALS In consideration of the purchase by Investor from the Company of the convertible p |
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| December 24, 2012 |
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 19, 2012 SPY Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| December 24, 2012 |
CONVERTIBLE NOTE PURCHASE AGREEMENT EXHIBIT 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (this "Agreement") is effective as of December 18, 2012 (the "Effective Date"), by and among (i) SPY Inc., a Delaware corporation (the "Company"), (ii) SPY Optic, Inc., a California corporation and wholly owned subsidiary of the Company ("SPY North America"), and (iii) Harlingwood (Alpha) LLC, a Delaware Limi |
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| December 24, 2012 |
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED PROMISSORY NOTE EXHIBIT 10.5 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED PROMISSORY NOTE This SECOND amendment to third AMENDED AND RESTATED promissory note (this "Amendment") is entered into as of December 18, 2012, between spy optic inc., a California corporation (the "Company"), and costa brava partnership iii, l.p., a Delaware limited partnership ("Holder"). RECITALS The Company is currently indebted to Ho |
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| December 24, 2012 |
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE EXHIBIT 10.4 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE This SECOND amendment to SECOND AMENDED AND RESTATED promissory note (this "Amendment") is entered into as of December 18, 2012, between spy optic inc., a California corporation (the "Company"), and costa brava partnership iii, l.p., a Delaware limited partnership ("Holder"). RECITALS The Company is currently indebted to |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d398373d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| November 14, 2012 |
SPY INC. REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED September 30, 2012 Press Release Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED September 30, 2012 For Immediate Release: November 13, 2012 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial results for the quarter ended September 30, 2012. Total net sales increased by $0.7 m |
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| November 14, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): November 13, 2012 SPY INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 22, 2012 |
AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT MICHAEL MARCKX Exhibit 10.3 AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT MICHAEL MARCKX This Amendment No. 1 to the Amended and Restated Change in Control Agreement (this "Amendment Agreement") is by and between SPY Inc., a Delaware corporation (the "Company"), and Michael Marckx (the "Executive"). Each party is sometimes individually referred to in this Amendment as a "Party" and collecti |
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| October 22, 2012 |
AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT MICHAEL MARCKX EX-10 2 rrd35858538614.htm AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND MICHAEL MARCKX DATED OCTOBER 16, 2012 Exhibit 10.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT MICHAEL MARCKX This Amendment No. 2 to the Amended and Restated Executive Employment Agreement (this "Amendment Agreement") is by and between SPY Inc |
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| October 22, 2012 |
8-K 1 rrd358585.htm 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): October 16, 2012 SPY Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 22, 2012 |
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT MICHAEL D. ANGEL Exhibit 10.2 AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT MICHAEL D. ANGEL This Amendment No. 1 to the Executive Employment Agreement (this "Amendment Agreement") is by and between SPY Inc., a Delaware corporation (the "Company"), and Michael D. Angel (the "Executive"). Each party is sometimes individually referred to in this Amendment as a "Party" and collectively as the "Parties." This Amen |
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| October 22, 2012 |
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT MICHAEL D. ANGEL EX-10 5 rrd35858538617.htm AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT BY AND BETWEEN THE COMPANY AND MICHAEL D. ANGEL DATED OCTOBER 16, 2012 Exhibit 10.4 AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT MICHAEL D. ANGEL This Amendment No. 1 to the Change in Control Agreement (this "Amendment Agreement") is by and between SPY Inc., a Delaware corporation (the "Company"), and |
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| September 14, 2012 |
SPYR / SPYR, Inc. / Harlingwood (Alpha), LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SPY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 685317 10 9 (CUSIP Number) Matthew D. Short, Esq. Procopio, Cory, Hargreaves & Savitch LLP 525 B Street, Suite 2200 San Diego, CA 92101 (619) 238-1900 (Name, Addr |
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| September 12, 2012 |
[signatures continued on next page] EXHIBIT 10 EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT - CONVERTIBLE NOTE This Registration Rights Agreement (this "Agreement") is effective as of September 6, 2012 by and between SPY Inc., a Delaware corporation (the "Company"), and Harlingwood (Alpha) LLC, a Delaware limited liability company ("Investor"). RECITALS In consideration of the purchase by Investor from the Company of the convertible p |
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| September 12, 2012 |
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED PROMISSORY NOTE This first amendment to third AMENDED AND RESTATED promissory note (this "Amendment") is entered into as of September 6, 2012, between spy optic inc., a California corporation (the "Company"), and costa brava partnership iii, l.p., a Delaware limited partnership ("Holder"). RECITALS The Company is currently indebted to Hold |
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| September 12, 2012 |
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): September 6, 2012 SPY Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| September 12, 2012 |
Execution Version EXHIBIT 10.5 THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER TH |
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| September 12, 2012 |
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.2 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE This first amendment to SECOND AMENDED AND RESTATED promissory note (this "Amendment") is entered into as of September 6, 2012, between spy optic inc., a California corporation (the "Company"), and costa brava partnership iii, l.p., a Delaware limited partnership ("Holder"). RECITALS The Company is currently indebted to Ho |
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| September 12, 2012 |
[signatures continued on next page] EXHIBIT 10 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT - CONVERTIBLE NOTE This Registration Rights Agreement (this "Agreement") is effective as of September 6, 2012 by and between SPY Inc., a Delaware corporation (the "Company"), and Costa Brava Partnership III, L.P., a Delaware partnership ("Investor"). RECITALS This Agreement is entered into in (i) connection with the First Amendment to Second Am |
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| September 12, 2012 |
CONVERTIBLE NOTE PURCHASE AGREEMENT EXHIBIT 10.4 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (this "Agreement") is effective as of September 6, 2012 (the "Effective Date"), by and among (i) SPY Inc., a Delaware corporation (the "Company"), (ii) SPY Optic, Inc., a California corporation and wholly owned subsidiary of the Company ("SPY North America"), and (iii) Harlingwood (Alpha) LLC, a Delaware Limi |
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| August 31, 2012 |
Form 8-K 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): August 27, 2012 SPY Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 13, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): August 13, 2012 SPY INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 SPY |
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| August 13, 2012 |
SPY INC. REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2012 Press release issued by the Company on August 13, 2012 Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2012 For Immediate Release: August 13, 2012 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial results for the quarter ended June 30, 2012. Total |
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| August 8, 2012 |
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): 08/02/2012 SPY Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-51071 Delaware 33-0580186 (State or other jurisdiction of (IRS Employer incorpor |
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| August 8, 2012 |
SECOND AMENDED AND RESTATED PROMISSORY NOTE Execution Version THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. |
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| August 8, 2012 |
THIRD AMENDED AND RESTATED PROMISSORY NOTE Execution Version THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. |
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| July 26, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): 07/25/2012 SPY Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-51071 Delaware 33-0580186 (State or other jurisdiction of (IRS Employer incorpor |
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| July 26, 2012 |
Exhibit 99 Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. ANNOUNCES INVESTOR CONFERENCE CALL AND PRELIMINARY SALES ESTIMATES FOR THE QUARTER ENDED JUNE 30, 2012 For Immediate Release: July 25, 2012 CARLSBAD, Calif.-SPY Inc. (OTCBB: XSPY) today announced the date of its quarterly investor conference call to be on Thursd |
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| July 2, 2012 |
Form 8-K 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): June 28, 2012 SPY INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 2, 2012 |
SECOND AMENDED AND RESTATED PROMISSORY NOTE $7,000,000 June 28, 2012 San Diego, California Second Amended and Restated Promissory Note Exhibit 10.1 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE |
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| June 7, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K 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): June 6, 2012 SPY INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d325673d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com |
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| May 10, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2012 SPY INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| May 10, 2012 |
SPY INC. REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 31, 2012 Press Release Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 31, 2012 For Immediate Release: May 10, 2012 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial results for the quarter ended March 31, 2012. Total net sales increased by $1.4 million, or 22 |
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| April 27, 2012 |
Third Amended and Restated Bylaws Exhibit 3.1 THIRD AMENDED AND RESTATED B Y L A W S OF SPY INC. (a Delaware corporation) April 27, 2012 TABLE OF CONTENTS Page ARTICLE 1 OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 MEETING OF STOCKHOLDERS 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings 2 2.4 Notice of Meetings 3 2.5 List of Stockholders 3 2.6 Organization and |
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| April 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 27, 2012 |
8-K 1 d340973d8k.htm FORM 8-K 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): April 27, 2012 SPY INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) ( |
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| March 21, 2012 |
Form S-8 As filed with the Securities and Exchange Commission on March 21, 2012 Registration No. |
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| March 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 SPY INC |
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| March 20, 2012 |
Exhibit 10.1(h) SPY INC. 2004 STOCK INCENTIVE PLAN (AMENDED AND RESTATED SEPTEMBER 13, 2011) NOTICE OF RESTRICTED SHARE AWARD Participant?s Name and Address: You (the ?Participant?) have been granted Shares of Stock of the Company (the ?Award?), subject to the terms and conditions of this Notice of Restricted Share Award (the ?Notice?), the SPY Inc. 2004 Stock Incentive Plan (the ?Plan?), as amend |
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| March 20, 2012 |
Exhibit 10.1(i) SPY INC. 2004 STOCK INCENTIVE PLAN (AMENDED AND RESTATED SEPTEMBER 13, 2011) STOCK APPRECIATION RIGHTS AGREEMENT SPY Inc., a Delaware corporation (the ?Company?), hereby grants a Stock Appreciation Right with respect to its Shares to the Participant named below. The terms and conditions of the SAR are set forth in this cover sheet, in the attachment and in the Company?s 2004 Stock |
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| March 20, 2012 |
SPY INC. REPORTS FINANCIAL RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2011 Press Release Exhibit 99.1 SPY Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com SPY INC. REPORTS FINANCIAL RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2011 For Immediate Release: March 20, 2012 CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial results for the three months and year ended December 31, 2011. Net sales we |
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| March 20, 2012 |
Exhibit 10.1(g) SPY INC. 2004 Stock Incentive Plan (Amended and Restated September 13, 2011) Notice of Stock Option Grant You have been granted the following Option to purchase Common Stock of SPY Inc. (the ?Company?) under the Company?s 2004 Stock Incentive Plan (the ?Plan?): Name of Optionee: [] Total Number of Option Shares Granted: Type of Option: Nonstatutory (NSO) Exercise Price Per Share: $ |
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| March 20, 2012 |
SPY INC. 2004 STOCK INCENTIVE PLAN (AMENDED AND RESTATED SEPTEMBER 13, 2011) STOCK UNIT AGREEMENT Form of Stock Unit Agreement Exhibit 10.1(j) SPY INC. 2004 STOCK INCENTIVE PLAN (AMENDED AND RESTATED SEPTEMBER 13, 2011) STOCK UNIT AGREEMENT The Company hereby awards Stock Units to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet, in the attached Stock Unit Agreement and in the SPY Inc. 2004 Stock Incentive Plan as it may be amended from time |
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| March 20, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): March 20, 2012 SPY INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File N |
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| March 20, 2012 |
Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization Spy Optic Inc California Spy Optic Europe S.r.l.S.U. Italy |
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| February 14, 2012 |
orange21inc13g-a5.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 685317 10 9 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 10, 2012 |
Second Amended and Restated Bylaws of SPY Inc. Exhibit 3.2 SECOND AMENDED AND RESTATED B Y L A W S OF SPY INC. (a Delaware corporation) (f/k/a Orange 21 Inc.) February 15, 2012 -1- TABLE OF CONTENTS Page ARTICLE 1 OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 MEETING OF STOCKHOLDERS 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings 2 2.4 Notice of Meetings 3 2.5 |
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| February 10, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): February 6, 2012 ORANGE 21 INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 10, 2012 |
Certificate of Ownership and Merger Exhibit 3.1 CERTIFICATE OF OWNERSHIP AND MERGER MERGING SPY INC. WITH AND INTO ORANGE 21 INC. Pursuant to Section 253 of the General Corporation Law of the State of Delaware Orange 21 Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of SPY Inc., a Delaware corporation and wholly ow |
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| February 10, 2012 |
Exhibit 99.1 SPY Optic™ 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com ORANGE 21 ANNOUNCES CORPORATE NAME CHANGE TO SPY INC., STOCK SYMBOL CHANGE TO “XSPY” So Calif. Eyewear Co. Punctuates Focus on Core Brand with Eponymous Return CARLSBAD, Calif.—Orange 21 Inc. (OTC.BB: ORNG.OB-News) today announced that it has changed its corporate name to SPY Inc |
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| December 23, 2011 |
SIXTH MODIFICATION TO LOAN AND SECURITY AGREEMENT Sixth Modification to Loan and Security Agreement Exhibit 10.1 SIXTH MODIFICATION TO LOAN AND SECURITY AGREEMENT This Sixth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Orange 21 North America Inc., a California corporation (“Borrower”) and BFI Business Finance, a California corporation (“Lender”) as of this 19th day of December, 2011, at Campbel |
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| December 23, 2011 |
AMENDED AND RESTATED PROMISSORY NOTE $7,000,000 December 19, 2011 San Diego, California Amended and Restated $7.0 Million Promissory Note Exhibit 10.2 THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010 AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDE |
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| December 23, 2011 |
8-K 1 d273525d8k.htm FORM 8-K 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 21, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of inc |
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| December 23, 2011 |
AMENDED AND RESTATED PROMISSORY NOTE $6,000,000 December 19, 2011 San Diego, California Amended and Restated $6.0 Million Promissory Note Exhibit 10.3 THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010 AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDE |
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| December 21, 2011 |
8-K 1 d272675d8k.htm FORM 8-K 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 15, 2011 Orange 21 Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorpo |
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| December 21, 2011 |
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Amendment No. 1 to Amended and Restated Executive Employment Agreement Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 to the Amended and Restated Executive Employment Agreement (this “Amendment Agreement”), and effective on December 15, 2011, is by and between Orange 21 Inc., a Delaware corporation (the “Company”), and Michael Marckx (the “ |
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| November 30, 2011 |
AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011 Amended and Restated License Agreement Exhibit 10.5 *** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011 This Amended and Restated License Agreement (the “Agreement”) by and between Orange 21 Inc. (“Licensee”) and R |
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| November 30, 2011 |
10-Q/A 1 d262633d10qa.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from |
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| November 28, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SC 13D/A 1 s13da112211-orange21.htm AMENDMENT NO. 12 TO SCHEDULE 13D FOR ORANGE 21 INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 12)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 685317109 (CUSIP Number) Seth W. Hamot Costa Brava Partnership III L.P. 222 Berkeley Street, 17th Floor Boston, MA 02116 (617) |
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| November 14, 2011 |
1st AMENDMENT TO MASTER AGREEMENT EX-2.1 2 d237165dex21.htm 1ST AMENDMENT TO MASTER AGREEMENT Exhibit 2.1 1st AMENDMENT TO MASTER AGREEMENT By and between • STEFANO LODIGIANI, an Italian citizen, born in Piacenza (PC) on 29/07/1967, with residence in Nerviano (MI) Via Diaz 3/D CAP 20014, C.F. LDGSFN67L29G535U; • CLAUDIO MARCASSA, an Italian citizen, born in Varese, on 22/06/1970, with residence in Bodio Lomnago (VA), Via Rosmini, |
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| November 14, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d254842d8k.htm FORM 8-K 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): November 14, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of inc |
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| November 14, 2011 |
Press release Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 ORANGE 21 INC. REPORTS FINANCIAL RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011; ANNOUNCES INVESTOR CONFERENCE CALL For Immediate Release: November 14, 2011 CARLSBAD, Calif.—Orange 21 Inc. (OTCBB: ORNG) today announced financial results for the quarter ended September 30, |
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| November 14, 2011 |
AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011 Amended and Restated License Agreement Exhibit 10.9 AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011 This Amended and Restated License Agreement (the “Agreement”) by and between Orange 21 Inc. (“Licensee”) and Rose Colored Glasses LLC (“Licensor”) is effective as of the Effective Date and completely amends and restates that certain License Agreement between Licensee and Licensor dated May 12, |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5107 |
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| November 14, 2011 |
Amended and Restated 2004 Stock Incentive Plan Exhibit 10.8 ORANGE 21 INC. 2004 STOCK INCENTIVE PLAN (Originally Adopted by the Board on December 8, 2004 and last amended and restated by the Board on September 13, 2011) Table of Contents Page SECTION 1 ESTABLISHMENT AND PURPOSE 1 SECTION 2 DEFINITIONS 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “California Participant” 1 (e) “ |
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| November 2, 2011 |
8-K 1 d250057d8k.htm FORM 8-K 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): October 27, 2011 Orange 21 Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorpor |
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| November 2, 2011 |
CHANGE IN CONTROL SEVERANCE AGREEMENT EX-10.4 5 d250057dex104.htm MICHAEL D. ANGEL FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT Exhibit 10.4 CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of January, , 2012 (the “Effective Date”), is made by and between ORANGE 21 Inc., a Delaware corporation (the “Company”), and Michael Angel (“Executive”). WITNESSETH: WHEREAS, Executive |
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| November 2, 2011 |
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT Michael Marckx Amended and Restated Change in Control Severance Agreement Exhibit 10. |
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| November 2, 2011 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT EX-10.1 2 d250057dex101.htm MICHAEL MARCKX AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated as of October 31, 2011 and effective as of December 15, 2011 (“Effective Date”), is between Orange 21 Inc. (the “Company”) and Michael Marckx (“Executive”). This Agreement amends and |
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| November 2, 2011 |
EX-99.1 8 d250057dex991.htm PRESS RELEASE Exhibit 99.1 SPY Optic™ 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com ORANGE 21 ANNOUNCES SENIOR EXECUTIVE CHANGES SPY Brand Leverages Leadership Resources to Support Growth Strategy For Immediate Release on Nov. 1, 2011: CARLSBAD, Calif.—Orange 21 Inc. (OTCBB:ORNG) today announced that, effective December |
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| November 2, 2011 |
CHANGE IN CONTROL SEVERANCE AGREEMENT Greg Hagerman Form of Change in Control Severance Agreement Exhibit 10.6 CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of December , 2011 (the “Effective Date”), is made by and between ORANGE 21 Inc., a Delaware corporation (the “Company”), and Greg Hagerman (“Executive”). WITNESSETH: WHEREAS, Executive has accepted an offer as a seni |
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| November 2, 2011 |
EXECUTIVE EMPLOYMENT AGREEMENT Greg Hagerman Executive Employment Agreement Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated as of October 31, 2011, to be effective on the mutually agreed to date of commencement of employment (currently anticipated to be December 1, 2011) (“Effective Date”), is between Orange 21 Inc. (the “Company”) and Greg Hagerman (“Executive”). 1. POSITION |
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| November 2, 2011 |
EXECUTIVE EMPLOYMENT AGREEMENT Michael D. Angel Executive Employment Agreement Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated as of October 31, 2011 and effective on the mutually agreed to date of commencement of employment (currently anticipated to be January 3, 2012) (“Effective Date”), is between Orange 21 Inc. (the “Company”) and Michael Angel (“Executive”). 1. POSITION, |
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| September 26, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 20, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File |
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| September 26, 2011 |
First Amendment to Retainer Agreement Exhibit 10.1 90 New Montgomery Street, 9th Floor San Francisco, CA 94105 (415) 391-8500 Fax (415) 391-8539 September 20, 2011 Seth Hamot, Chairman Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92009 Dear Seth: RE: First Amendment to Retainer Agreement between Regent Pacific Management Corporation and Orange 21 Inc. This First Amendment sets forth certain c |
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| September 15, 2011 |
Correspondence Letter Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 September 15, 2011 Mr. Martin James U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Orange 21 Inc. Form 10-K for the year ended December 31, 2010 filed March 25, 2011 File No. 000-51071 Dear Mr. James: This letter is |
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| September 2, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 O |
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| September 1, 2011 |
Changes in Control of Registrant 8-K 1 d8k.htm FORM 8-K 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): August 26, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporatio |
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| August 31, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SC 13D/A 1 s13da083111-orange21.htm AMENDMENT 11 TO SCHED 13D FOR ORANGE 21 BY COSTA BRAVA PARTNERSHIP III SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 11)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 685317109 (CUSIP Number) Seth W. Hamot Costa Brava Partnership III L.P. 222 Berkeley Street, 17th Floor Bos |
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| August 16, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 15, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 16, 2011 |
Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 ORANGE 21 INC. REPORTS FINANCIAL RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2011; ANNOUNCES INVESTOR CONFERENCE CALL For Immediate Release: August 15, 2011 CARLSBAD, Calif.?Orange 21 Inc. (OTCBB: ORNG) today announced financial results for the quarter ended June 30, 2011. Net sales increased |
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| August 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 ORA |
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| August 15, 2011 |
AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011 Amended and Restated License Agreement Exhibit 10.5 *** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separate with the Securities and Exchange Commission. AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011 This Amended and Restated License Agreement (the “Agreement”) by and between Orange 21 Inc. (“Licensee”) and Ros |
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| August 15, 2011 |
Exhibit 4.1 ORANGE 21 INC. WARRANT NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN: (A) REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (?SEC?) UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PRO |
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| August 8, 2011 |
As filed with the Securities and Exchange Commission on August 8, 2011 S-8 1 ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on August 8, 2011 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Orange 21 Inc. (Exact name of registrant as specified in its charter) Delaware 33-0580186 (State or Other Jurisdiction of Incorporation or Organiza |
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| August 8, 2011 |
Form of Restricted Stock Agreement Exhibit 99.3 ORANGE 21 INC. 2004 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED SHARE AWARD Participant’s Name and Address: You (the “Participant”) have been granted Shares of Stock of the Company (the “Award”), subject to the terms and conditions of this Notice of Restricted Share Award (the “Notice”), the Orange 21 Inc. 2004 Stock Incentive Plan (the “Plan”), as ame |
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| July 22, 2011 |
8-K 1 d8k.htm FORM 8-K 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): July 18, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) |
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| June 27, 2011 |
PROMISSORY NOTE $6,000,000 June 21, 2011 San Diego, California Exhibit 10.1 THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010 AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR QUALIFIED UNDER A |
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| June 27, 2011 |
8-K 1 d8k.htm FORM 8-K 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): June 21, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) |
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| June 10, 2011 |
Submission of Matters to a Vote of Security Holders 8-K 1 d8k.htm FORM 8-K 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): June 6, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) |
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| June 9, 2011 |
rrd282409318902.html POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Michael D. Angel and Carol Montgomery, or either of them, the undersigned's true and lawful attorney- in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director or beneficial owner of more than ten percent of any registered |
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| May 27, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 10)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 685317109 (CUSIP Number) Seth W. Hamot Costa Brava Partnership III L.P. 222 Berkeley Street, 17th Floor Boston, MA 02116 (617) 595-4400 Jeffrey R. Katz, Esq. Ropes & Gray LLP One International Place Boston, MA 0211 |
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| May 17, 2011 |
Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92009 PH: (760) 804-8420 FX: (760) 804-8442 ORANGE 21 INC. REPORTS FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND ANNOUNCES INVESTOR CONFERENCE CALL For Immediate Release: May 16, 2011 CARLSBAD, Calif. ? Orange 21 Inc. (OTCBB:ORNG) today announced financial results for the quarter ended March 31, 2011. Consolidated net |
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| May 17, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d8k.htm FORM 8-K 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): May 16, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) |
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| May 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 OR |
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| May 13, 2011 |
Exhibit 10.9 ORANGE 21 INC. 2004 STOCK INCENTIVE PLAN (Adopted by the Board on December 8, 2004 and amended and restated by the Board on April 26, 2007) Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Control” 1 (e) “Code” 2 (f) “Committee” 2 (g) “Company” 2 (h) “Consultant” 2 (i) “Empl |
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| April 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 15, 2011 |
433 California Street, Suite 210 Retention Agreement Exhibit 10.1 433 California Street, Suite 210 San Francisco. CA 94104 (415) 391-3500 Fax (415) 391-8539 April 10, 2011 Seth Hamot, Chairman Orange 21 Inc. 2070 Las Palmas Dr. Carlsbad, CA 92009 Dear Seth: RE: Retainer Agreement between Regent Pacific Management Corporation and Orange 21 Inc. This letter sets forth the terms and conditions upon which Orange 21 Inc., a Delaware c |
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| April 15, 2011 |
EXECUTIVE EMPLOYMENT AGREEMENT Employment Agreement with Carol Montgomery Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated April 13, 2011 (“Effective Date”), is between Orange 21 Inc. (the “Company”) and Carol Montgomery (“Executive”). 1. POSITION, RESPONSIBILITIES, AND TERM a. Position. As of the Effective Date, Executive is employed by the Company to render services to the C |
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| April 15, 2011 |
Exhibit 99.1 Orange 21 Appoints Montgomery CEO, Marckx Named President; Angel Takes CFO Post Youthful Eyewear Company Infuses New Leadership to Support Growth Strategy CARLSBAD, CA, Apr 13, 2011 (MARKETWIRE via COMTEX) ? Orange 21 Inc. (OTCBB: ORNG) today announced the appointment of Carol Montgomery as CEO, the promotion of current Orange 21 Vice President of Marketing Michael Marckx to president |
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| April 15, 2011 |
ORANGE 21 INC. 2004 Stock Incentive Plan Notice of Stock Option Grant Nonstatutory Stock Option Agreement with Carol Montgomery Exhibit 10.5 ORANGE 21 INC. 2004 Stock Incentive Plan Notice of Stock Option Grant You have been granted the following Option to purchase Common Stock of Orange 21 Inc. (the “Company”) under the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”): Name of Optionee: Carol Montgomery Total Number of Option Shares Granted |
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| April 15, 2011 |
CHANGE IN CONTROL SEVERANCE AGREEMENT Change in Control Severance Agreement with Michael Marckx Exhibit 10.4 CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of February 22, 2011 (the “Effective Date”), is made by and between ORANGE 21 Inc., a Delaware corporation (the “Company”), and Michael Marckx (“Executive”). WITNESSETH: WHEREAS, Executive is a senior executive of the C |
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| April 15, 2011 |
EXECUTIVE EMPLOYMENT AGREEMENT Employment Agreement with Michael Marckx Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated April 13, 2011 (“Effective Date”), is between Orange 21 Inc. (the “Company”) and Michael Marckx (“Executive”). 1. POSITION, RESPONSIBILITIES, AND TERM a. Position. As of the Effective Date, Executive is employed by the Company to render services to the Compa |
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| April 15, 2011 |
ORANGE 21 INC. 2004 Stock Incentive Plan Notice of Stock Option Grant Form of Nonstatutory Stock Option Agreement with officers Exhibit 10.6 ORANGE 21 INC. 2004 Stock Incentive Plan Notice of Stock Option Grant You have been granted the following Option to purchase Common Stock of Orange 21 Inc. (the “Company”) under the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”): Name of Optionee: Total Number of Option Shares Granted: Type of Option: |
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| April 15, 2011 |
8-K 1 d8k.htm FORM 8-K 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): April 11, 2011 Orange 21 Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) (C |
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| March 25, 2011 |
List of Subsidiaries Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization Orange 21 North America Inc. California Orange 21 Europe S.r.l. Italy |
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| March 25, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 25, 2011 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 ORANGE |
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| March 25, 2011 |
Exhibit 10.2 ORANGE 21 INC. 2004 STOCK INCENTIVE PLAN (Adopted by the Board on December 8, 2004 and amended and restated by the Board on April 26, 2007) Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE A-1 SECTION 2. DEFINITIONS A-1 (a) ?Affiliate? A-1 (b) ?Award? A-1 (c) ?Board of Directors? A-1 (d) ?Change in Control? A-1 (e) ?Code? A-2 (f) ?Committee? A-2 (g) ?Company? A-2 (h) ?Consu |
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| March 25, 2011 |
Press Release Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 Inc. Reports Financial Results for the Year Ended December 31, 2010 and Announces Investor Conference Call CARLSBAD, Calif.—(MARKET WIRE)—March 25, 2011. Orange 21 Inc. (OTCBB:ORNG), announced today it released financial results for the year end |
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| March 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ORANGE 21 INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 685317 10 9 (CUSIP Number) Frederick W. Gartside, Esq. Elkins Kalt Weintraub Reuben Gartside LLP 1800 Century Park East, 7th Floor Los Angeles, California 90067 |
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| March 4, 2011 |
Stock Purchase Agreement Exhibit 10.1 EXPLANATORY NOTE TO THIS EXHIBIT The Company’s representations and warranties included in this agreement were made to the purchaser of the securities hereunder. These representations and warranties were made as of specific dates, only for purposes of this agreement and for the benefit of the parties thereto. These representations and warranties were subject to |
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| March 4, 2011 |
8-K 1 d8k.htm FORM 8-K 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): February 28, 2011 Orange 21 Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) |
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| March 4, 2011 |
Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is effective as of February 28, 2011 by and between Orange 21 Inc., a Delaware corporation (the “Company”), and Harlingwood (Alpha), LLC, a Delaware limited liability company (“Investor”). RECITALS In consideration of Investor’s purchase from the Company of 712,121 shares |
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| March 4, 2011 |
Orange 21 Inc. Enters Into Stock Purchase Agreement with Harlingwood (Alpha), LLC Exhibit 99.1 Orange 21 Inc. Enters Into Stock Purchase Agreement with Harlingwood (Alpha), LLC CARLSBAD, Calif.?(MARKET WIRE)?March 4, 2011?Orange 21 Inc. (ORNG.OB) (the ?Company?) announced today that on February 28, 2011, it entered into a stock purchase agreement (the ?SPA?) and registration rights agreement (the ?Registration Rights Agreement?) with Harlingwood (Alpha), LLC (the ?Investor?). P |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 685317 10 9 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| January 6, 2011 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K 1 d8k.htm FORM 8-K 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 31, 2010 Orange 21 Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) |
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| January 6, 2011 |
Exhibit 2.1 *** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. MASTER AGREEMENT By and between ? STEFANO LODIGIANI, an Italian citizen, born in PIACENZA (PC) on [***], with residence in [***]; ? CLAUDIO MARCASSA, an Italian citizen, born in Varese, on [***], with re |
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| December 23, 2010 |
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 20, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File N |
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| December 23, 2010 |
PROMISSORY NOTE $7,000,000 December 20, 2010 San Diego, California $7.0 Million Promissory Note Exhibit 10.1 THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010 AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT |
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| December 23, 2010 |
Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 North America Inc. Enters Into Promissory Note with Shareholder Costa Brava Partnership III, L.P. CARLSBAD, Calif.?(MARKET WIRE)?December 23, 2010?Orange 21 Inc. (ORNG.OB) announced today that on December 20, 2010, its wholly owned subsidiary, Orange 21 North |
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| December 22, 2010 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 16, 2010 Orange 21 Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51071 33-0580186 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 22, 2010 |
EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 Inc. Enters Into Master Agreement to Sell 90% of Lem S.r.l., its Manufacturing Subsidiary CARLSBAD, Calif.—(MARKET WIRE)—December 22, 2010 Orange 21 Inc. (ORNG.OB), announced today that on December 16, 2010, the Company ente |
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| December 13, 2010 |
CHANGE IN CONTROL SEVERANCE AGREEMENT Exhibit 10.1 CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT (this ?Agreement?), dated as of December 8, 2010 (the ?Effective Date?), is made by and between ORANGE 21 Inc., a Delaware corporation (the ?Company?), and A. Stone Douglass (?Executive?). WITNESSETH: WHEREAS, Executive is a senior executive of the Company and has made and is expected to continue to make |
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| December 13, 2010 |
CHANGE IN CONTROL SEVERANCE AGREEMENT Change in Control Severance Agreement with Erik Darby Exhibit 10.2 CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of December 8, 2010 (the “Effective Date”), is made by and between ORANGE 21 Inc., a Delaware corporation (the “Company”), and Erik Darby (“Executive”). WITNESSETH: WHEREAS, Executive is a senior executive of the Company an |
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| December 13, 2010 |
8-K 1 d8k.htm FORM 8-K 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 8, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporati |
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| December 13, 2010 |
Orange 21 Inc. Change in Control Severence Agreement Exhibit 10.3 ORANGE 21 INC. CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Plan Effective Date: December 8, 2010 ORANGE 21 INC. CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION The ORANGE 21 Inc. Change in Control Severance Plan (the “Plan”) provides severance benefits to a select group of management or highly compens |
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| November 15, 2010 |
EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 Inc. Reports Financial Results for the Three Months Ended September 30, 2010 and Announces Investor Conference Call CARLSBAD, Calif.—(MARKET WIRE)—November 15, 2010. Orange 21 Inc. (OTCBB:ORNG), a leading designer, producer |
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| November 15, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 15, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File N |
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| November 15, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| November 15, 2010 |
SECOND SEQ CHAPTER \h \r 1COMMERCIAL LEASE AGREEMENT Lease Agreement Exhibit 10.2 SECOND SEQ CHAPTER \h \r 1COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into November 1, 2010, by and between The Levine Family Trust, whose address is 8929 University Center Lane, Suite 100, San Diego, California 92122, (hereinafter referred to as “Landlord”), and Orange 21 North America Inc., a California corporation (formerly known as “Spy Opti |
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| November 2, 2010 |
PROMISSORY NOTE $1,000,000 November 1, 2010 San Diego, California $1.0 Million Promissory Note issued on November 1, 2010 Exhibit 10.1 THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010 AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERE |
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| November 2, 2010 |
Press Release Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 North America Inc. Enters Into Promissory Note with Shareholder Costa Brava III, L.P. CARLSBAD, Calif.—(MARKET WIRE)—November 2, 2010 Orange 21 Inc. (ORNG.PK), a leading designer, producer and distributor of sunglasses, prescription eyewear, sno |
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| November 2, 2010 |
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): November 1, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 29, 2010 |
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): October 26, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 26, 2010 |
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): October 25, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 7, 2010 |
Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 North America Inc. Enters Into Promissory Note with Shareholder Costa Brava III, L.P. CARLSBAD, Calif.?(MARKET WIRE)?October 7, 2010 Orange 21 Inc. (ORNG.PK), a leading designer, producer and distributor of sunglasses, prescription eyewear, snow and motocross |
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| October 7, 2010 |
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): October 5, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 7, 2010 |
PROMISSORY NOTE $1,000,000 October 5, 2010 San Diego, California Promissory Note Exhibit 10.1 THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010 AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR Q |
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| September 17, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 9)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 685317109 (CUSIP Number) Seth W. Hamot Costa Brava Partnership III L.P. 420 Boylston Street Boston, MA 02116 (617) 595-4400 Jeffrey R. Katz, Esq. Ropes & Gray LLP One International Place Boston, MA 02110 (617) 951-7 |
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| August 16, 2010 |
Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 Inc. Reports Financial Results for the Three Months Ended June 30, 2010 and Announces Investor Conference Call CARLSBAD, Calif.?(BUSINESS WIRE)?August 16, 2010 Orange 21 Inc. (OTC:ORNG.PK), a leading designer, producer and distributor of sunglasses, prescript |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 ORA |
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| August 16, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 16, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 16, 2010 |
License Agreement Exhibit 10.53 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934. ASTERISKS IN BRACKETS (I.E. [**]) DENOTE OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. LICENSE AGREEMENT TERM SHEET As of May 12, 2010 (the “Effective Date”) Set forth below |
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| June 22, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CUSIP No. 685317109 Page 1 of 14 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 8)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 685317109 (CUSIP Number) Seth W. Hamot Costa Brava Partnership III L.P. 420 Boylston Street Boston, MA 02116 (617) 595-4400 Jeffrey R. Katz, Esq. Ropes & Gray LLP One Internati |
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| June 15, 2010 |
Submission of Matters to a Vote of Security Holders 8-K 1 d8k.htm FORM 8-K 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): June 9, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) |
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| May 27, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SC 13D/A 1 s13da052410-orange.htm SCHEDULE 13D/A CUSIP No. 685317109 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 7)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 685317109 (CUSIP Number) Seth W. Hamot Costa Brava Partnership III L.P. 420 Boylston Street Boston, MA 02116 (617) 595-4400 Jeffrey R. Katz, Esq. |
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| May 27, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CUSIP No. 685317109 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 685317109 (CUSIP Number) John Pound Integrity Brands Fund, L.P. 87 Pinehurst Road Belmont, MA 02478 (617) 484-2081 Jeffrey R. Katz, Esq. Ropes & Gray LLP One International Place Boston, MA 02110 |
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| May 17, 2010 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 12, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 17, 2010 |
Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com MARY J. BLIGE AND JIMMY IOVINE TEAM WITH ORANGE 21; LAUNCH ?MELODIES BY MJB? SIGNATURE LINE OF SUNGLASSES CARLSBAD, CA ? May 17, 2010 ? Multiplatinum selling recording artist and acclaimed music icon Mary J. Blige, Interscope Geffen A&M Records, and its Chariman, Jimmy |
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| May 12, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 12, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| May 12, 2010 |
Press Release Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 Inc. Reports Financial Results for the Three Months Ended May 12, 2010 and Announces Investor Conference Call CARLSBAD, Calif.—(BUSINESS WIRE)—May 12, 2010 Orange 21 Inc. (OTC:ORNG.PK), a leading designer, producer and distributor of sunglasses, |
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| April 30, 2010 |
DEF 14A 1 ddef14a.htm NOTICE AND PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permit |
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| April 19, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 26, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 26, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 26, 2010 |
PROMISSORY NOTE $3,000,000 March 19, 2010 San Diego, California Exhibit 10.52 THIS PROMISSORY NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED THE DATE HEREOF AMONG BFI BUSINESS FINANCE AND THE HOLDER. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR QUALIFIED UNDER |
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| March 26, 2010 |
EX-10.51 2 dex1051.htm LETTER AGREEMENT Exhibit 10.51 Spy Optic, Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.spyoptic.com May 20, 2009 Erik Darby 7631 Circulo Sequoia Carlsbad, CA 92009 Re: Employment Offer – Revised Dear Erik, Pursuant to our discussions, the following is a summary of Spy Optic’s employment offer to you with respect to the Vice Presiden |
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| March 26, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51071 ORANGE |
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| March 26, 2010 |
EX-21.1 4 dex211.htm LIST OF SUBSIDIARIES Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization Orange 21 North America Inc. California Orange 21 Europe Italy LEM S.r.l. Italy |
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| March 26, 2010 |
Press Release Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 Inc. Reports Financial Results for the Year Ended December 31, 2009 and Announces Investor Conference Call CARLSBAD, Calif.—(BUSINESS WIRE)—March 26, 2010 Orange 21 Inc. (NASDAQ:ORNG), a leading designer, producer and distributor of sunglasses, |
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| March 22, 2010 |
Press Release Exhibit 99.1 Orange 21 Inc. 2070 Las Palmas Drive Carlsbad, CA 92011 PH: (760) 804-8420 FX: (760) 804-8442 www.orangetwentyone.com Orange 21 Inc. Receives Letter From Nasdaq Regarding Failure to Meet Minimum Bid Price CARLSBAD, Calif.—(BUSINESS WIRE)—March 22, 2010 Orange 21 Inc. (NASDAQ:ORNG), a leading designer, producer and distributor of sunglasses, prescription eyewear, snow and |
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| March 22, 2010 |
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): March 16, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 16, 2010 |
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): February 11, 2010 ORANGE 21 INC. (Exact name of registrant as specified in its charter) Delaware 000-51071 33-0580186 (State or other jurisdiction of incorporation) (Commission File N |
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| February 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Orange 21 Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 685317 10 9 (CUSIP Number) February 20, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
