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): January
14, 2009
National Beverage Corp. |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware |
(State or Other Jurisdiction of Incorporation) |
1-14170 |
59-2605822 |
(Commission File Number) |
(IRS Employer Identification No.) |
8100 SW Tenth Street, Suite 4000 Fort Lauderdale, Florida |
33324 |
(Address of Principal Executive Offices) | (Zip Code) |
(954) 581-0922 |
(Registrant’s Telephone Number, Including Area Code) |
|
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 14, 2009, the Board of Directors (the "Board") of National Beverage Corp. (the "Company") elected Mr. Cecil D. Conlee to serve as a director of the Company. The Board also appointed Mr. Conlee to serve as a member of its Audit Committee; he will remain a member of its Strategic Planning Committee where he has served since 1995, during which time Mr. Conlee was not an officer, director or employee of the Company. There are no arrangements or understandings between Mr. Conlee and the Company or any employee or affiliate of the Company, pursuant to which Mr. Conlee was selected as a director. In addition, neither Mr. Conlee nor any member of his immediate family has or will have any direct or indirect material interest in any transaction with the Company.
Including his position as the Founding Partner and Chief Executive Officer of CGR Advisors, a real estate investment and advisory firm, Mr. Conlee brings extensive business experience to his new role at the Company, as described in a press release attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibit 99.1 Press release dated January 20, 2009 announcing the election of Mr. Conlee to the Board.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
National Beverage Corp. |
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(Registrant) |
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Date: |
January 20, 2009 |
/s/ George R. Bracken |
|
George R. Bracken |
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Senior Vice President - Finance |
EXHIBIT INDEX
99.1 | Press release dated January 20, 2009 announcing the election of Mr. Conlee to the Board of Directors of National Beverage Corp. |
Exhibit 99.1
National Beverage Appoints New Director
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--January 20, 2009--National Beverage Corp. (NASDAQ:FIZZ) has filled the vacant membership on its audit committee with Mr. Cecil D. Conlee. Mr. Conlee is replacing Mr. S. Lee Kling who served as an independent director and member of the company’s audit committee from 1993 until his passing in July 2008.
Mr. Conlee has served on the Strategic Planning Committee of the company since 1995 and was a lead director of Burnup & Sims Inc. for more than 20 years, enabling him to gain knowledge and experience during the formative period in which National Beverage was created.
Mr. Conlee has extensive experience in business as a principal and has held various chief executive roles. He is the Founding Partner and Chief Executive Officer of CGR Advisors, a real estate investment and advisory firm. CGR was the exclusive advisor to Rodamco N.V. for its North American investments, which totaled approximately $4 billion. Mr. Conlee also lived in Hong Kong when he established Rodamco Asia, investing throughout Asia and Australia.
Mr. Conlee is a Trustee of Vanderbilt University and George West Mental Health Foundation and serves on various private foundations and public service boards. He holds an AB from Vanderbilt University and an MBA from Harvard and served as an officer in the Navy for three years.
“Our Board welcomes Mr. Conlee with his wealth of experience and distinguished reputation as a leader and public servant. He exemplifies the level of professionalism and business acumen vital to the competitive global marketplace," stated Nick A. Caporella, Chairman and Chief Executive Officer.
National Beverage is highly innovative, making it unique as a pace-setter in the changing soft-drink industry. Its lineup of refreshment products consisting of - Energy Drinks and Fortified Powders, Vitamin Enhanced juices and waters, and new-to-come beverage supplements are geared toward the lifestyle/health-conscious consumer.
Shasta® – Faygo® – Everfresh® and LaCroix® are aligned with Rip It® energy fuels to make National Beverage . . . America’s Flavor•Favorite – soft-drink company.
Fun, Flavor and Vitality . . . the National Beverage Way
CONTACT:
National Beverage Corp., Fort Lauderdale
Grace A. Keene,
Office of the Chairman, 954-581-0922