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Matrixx Initiatives 8-K 2006
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 9, 2006
MATRIXX INITIATIVES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
(602) 385-8888
(Registrant’s Telephone Number, Including Area Code)
NONE
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The following disclosure describes certain ordinary course executive and director compensation
actions.
On February 9, 2006, the Compensation Committee of the Board of Directors of Matrixx
Initiatives, Inc. (the “Company”) approved the following compensation components for the Company’s
five most highly-compensated executive officers named in the Company’s proxy statement relating to
its May 24, 2005 annual meeting of shareholders (the “Named Executive Officers”): (a) incentive
payments based on 2005 Company and individual performance; (b) 2006 base salary levels; and (c)
restricted stock grants. The following table summarizes these components:
(1) One-half of the restricted shares vest over a three-year period in one-third increments. The
other half of the restricted shares vests in early 2009 only if 2008 performance objectives to be
established by the Compensation Committee are met. Based upon Securities and Exchange Commission
rules, the value of the restricted stock awards, based on the closing price of the Company’s common
stock on the date of grant, is as follows: Mr. Johnson ($743,750); Mr. Hemelt ($198,000); Mr.
Clarot ($167,200); Mr. Voevodsky ($158,400); and Mr. Marini ($127,600).
On February 9, 2006, the Compensation Committee also approved a 2006 incentive plan (the “2006
Plan”) under which each of the Company’s officers, including the Named Executive Officers, is
eligible to participate. The 2006 Plan is based on the Company’s achievement of specified revenue
and earnings levels for 2006, excluding any unusual expenses related to the Company’s ongoing
product liability and securities litigation. However, the amount of the award, if any, to each
officer under the 2006 Plan is in the sole discretion of the Committee. Accordingly, the Committee
may consider factors other than Company revenues and earnings to measure performance.
Subject to the foregoing, 2006 Plan award opportunities for the Named Executive Officers
(expressed as a percentage of the Named Executive Officer’s 2006 base salary) are as follows:
(1) The restricted stock awards, if earned, would be valued based on the closing price of the
Company’s common stock on the date of grant. Unless otherwise determined by the Compensation
Committee, one-half of the restricted shares would vest over a three-year period in one-third
increments. The other half of the restricted shares would vest in early 2010 only if 2009
performance objectives to be established by the Compensation Committee were met.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MATRIXX INITIATIVES, INC.
(Registrant) William J. Hemelt
Executive Vice President, Chief Financial Officer, and Treasurer Date: February 15, 2006
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