SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 28, 2012
Crumbs Bake Shop, Inc.
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (212) 221-7105
(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 obligations of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On November 28, 2012, Crumbs Bake Shop, Inc. (“CBS”) issued a press release announcing that Jason Bauer and Mia Bauer, the co-founders of CBS’ operating subsidiary, Crumbs Holdings LLC (“Holdings” and together with CBS, “Crumbs”), resigned as officers and employees of Crumbs effective November 28, 2012 to pursue personal endeavors and business ventures. Mr. Bauer served as the Executive Vice President of Business Development of CBS and Holdings, and Ms. Bauer served as Vice President and Creative Director of CBS and Holdings. Mr. Bauer also served on the board of directors of CBS and on the board of managers of Holdings, and he also resigned from these directorships on November 28, 2012. A copy of CBS’ press release is filed herewith as Exhibit 99.1.
In connection his resignation, Mr. Bauer entered into a Separation Agreement, dated November 28, 2012, with Crumbs (the “Separation Agreement”). The material terms of the Separation Agreement are as follows:
In addition to the foregoing terms, the Separation Agreement also contains representations, warranties and covenants that are customary for this type of agreement.
The foregoing summary of the Separation Agreement is intended only as a summary and is qualified in its entirety by the terms of the Separation Agreement, a copy of which will be filed as an exhibit to the Annual Report on Form 10-K for the year ending December 31, 2012 as required by Item 601(b)(10) of the Securities and Exchange Commission’s Regulation S-K.
Crumbs entered into a similar agreement with Ms. Bauer under which it agreed to make a lump sum severance payment of $75,000.
On November 28, 2012, Holdings joined in CBS’ press release discussed in Item 5.02 of this report, which is incorporated herein by reference, to announce that Holdings has appointed Eric Wesolowski as its Chief Operating Officer.
Exhibit 99.1 Press release dated November 28, 2012 (filed herewith).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.