UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act 1934
Date
of
Report (Date of earliest event reported): May 5, 2008
AVP,
Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State
or
other jurisdiction of incorporation)
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005-79737
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98-0142664
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(Commission
File Number)
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(IRS
Employer Identification No.)
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6100
Center Drive, Suite 900, Los Angeles, CA
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90045
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(310)
426-8000
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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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors, Appointment
of
Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On
May 5,
2008, the Board of Directors (the “Board”) of AVP, Inc. (“AVP”) elected Messrs.
Jason Hodell, Jeffrey Jacobs, Steve Lindecke, Michael C. Pearce, Jeffery
Wattenberg and Nauman S. Toor as members of the Board.
Jason
Hodell, 38, is the Founder and Managing Partner of Plainview Capital located
in
downtown Baltimore, Maryland. He has served as the Portfolio Manager of the
firm’s investment funds from inception in 2003. Mr. Hodell was previously the
Senior Director of Business Operations at Digex, a publicly-traded managed
IT
services and complex web-hosting firm that was acquired by MCI in 2003. Mr.
Hodell also served in the Technology Investment Banking group of JPMorgan,
Inc.
where he focused primarily on technology mergers and acquisitions. Mr. Hodell
received his B.S. in Economics (Mathematical) from the United States Military
Academy at West Point where he was awarded the Commandant’s wreath for academic
and military honors upon graduation. He served as an Infantry Officer in the
U.S. Army and is Airborne Ranger qualified. He received his MBA in Finance
from
the Wharton School, University of Pennsylvania..
Jeffrey
Jacobs, 58, began his career as a litigator and then transitioned into sports
law where he represented professional athletes and radio and television
personalities in their contract negotiations and career management. In 1984,
he
was hired by Oprah Winfrey as her personal attorney and they co-founded and
built Harpo Entertainment Group into a worldwide brand and media company. Mr.
Jacobs left Harpo Entertainment Group after 18 years as President and is
currently an adjunct professor of entertainment law at Loyola University Chicago
School of Law. Mr. Jacobs’ philanthropic involvements include founding the
CIVITAS INITIATIVE in 1993 and serving as a trustee of the University of Chicago
Medical Center and the Santa Barbara Children’s Museum. Mr. Jacobs is an
investor in several media and sports entities, including the New York Yankees
and Yankee Entertainment Sports Network. Mr. Jacobs is a graduate of the Loyola
Chicago School of Law.
Steve
Lindecke, 45, is co-founder and Managing Partner of the Elevation Group of
Companies headquartered in Cleveland, Ohio. Prior to founding Elevation, Mr.
Lindecke was employed by IMG for 17 years as a Vice President and in various
other capacities including event management, athlete representation and national
sponsorship sales. His business experience includes management of several
Olympic sports tours, development and risk management of developmental programs,
representation of numerous Olympic athletes, and sales of sponsorship and
endorsement rights. Mr. Lindecke holds a Bachelor of Arts degree in political
science from Case Western Reserve University and a Masters of Business
Administration from Weatherhead School of Management.
Michael
C. Pearce, 46, is the Chairman and Chief Executive Officer of Golf Trust of
America, Inc., a publicly traded company (ASE: GTA), since November 2007 and
previously served as an advisor to Golf Trust on matters pertaining to corporate
development. He is also a private investor with concentration in the securities
of distressed publicly-traded companies, real estate and trust banking entities.
He has served as Chief Executive Officer of iEntertainment Network to complete
a
corporate recapitalization and repositioning of the company and Senior Vice
President of Sales and Marketing of publicly-traded Internet company, VocalTec
Communications. He also has experience in various technology industry management
positions, including Senior Vice President of Sales and Marketing at Ventana
Communications (Thomson Corporation subsidiary), Vice President of Sales at
Librex Computer Systems (Nippon Steel subsidiary), and National Sales Manager
at
Hyundai Electronics America. Mr. Pearce attended Southern Methodist
University.
Nauman
S.
Toor, 39, currently manages BlackRoot Capital, a private investment firm he
founded. From April 2001 until December 2006 Mr. Toor served as a Managing
Director of Jefferies & Company, Inc., an investment banking firm. He was
also previously the head of media investment banking at Jefferies, where he
began working in 1994. Mr. Toor began his career in investment banking with
Kidder Peabody & Co. in New York. Mr. Toor holds a Bachelor of Arts degree
in economics from Ohio Wesleyan University and a Master’s degree in business
administration from Harvard Business School.
Jeffrey
Wattenberg, 52, is a private investor and independent consultant to various
entities seeking to raise venture capital for the past 20 years. He founded
Briefserve.com, the largest digital, legal brief archive in the United States,
which was subsequently acquired by Westlaw. He was an early stage investor
and
consultant to Kineret Kosher Foods which was acquired by Hain Foods and
Celestial Seasonings. He was also an early stage investor and consultant to
two
telecommunications companies: Worldport Communications, Inc., which was acquired
by Energis UK, and Interamericas Communications, which merged with ATT’s Latin
American operations. He was the former Chief Executive Office and President
of
Othnet, Inc., the entity with which AVP completed its reverse merger in 2005,
and previously served on the board of directors of AVP, Inc. and the State
Street Ballet of Santa Barbara. Mr. Wattenberg earned a Bachelor of Business
Administration from the University of Rochester and Pace
University.
Messrs.
Hodell, Jacobs, Lindecke, Pearce, Wattenberg and Toor were elected to the Board
pursuant to an understanding between AVP and certain of its stockholders who
were represented by Jan H. Loeb, a President and Portfolio Manager of AmTrust
Capital Management, Inc.
On
June
19, 2008, the Board made the following committee appointments: Messrs. Hodell,
Pearce and Toor were appointed to serve as members of the Company’s Audit
Committee, with Mr. Hodell serving as the Chairman; Messrs. Pearce, Jacobs
and
Toor were appointed to serve as members of the Compensation Committee, with
Mr.
Pearce serving as the Chairman; and Messrs. Jacobs, Lindecke and Brett Yormark
were appointed to serve as the members of the Nominating and Corporate
Governance Committee, with Mr. Jacobs serving as the Chairman.
Messrs.
Hodell, Jacobs, Lindecke, Pearce, Wattenberg and do not have any family
relationships with any of AVP’s directors or executive officers, or any person
nominated or chosen by the Company to become a director or executive
officer.
Messrs.
Hodell, Jacobs, Lindecke, Pearce, Wattenberg and Toor are not parties to any
transactions listed in Item 404(a) of Regulation S-B.
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 hereunto
duly authorized.
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AVP,
INC.
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By:
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/s/ Jeffrey
Benz
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Name:
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Jeffrey Benz
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Title:
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Chief Administrative Officer, Secretary and
General
Counsel
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Dated:
June 24, 2008
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