UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 12, 2006
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CASTLE BRANDS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-32849 41-2103550
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
570 LEXINGTON AVENUE, 29TH FLOOR
NEW YORK, NEW YORK
(Address of principal executive offices)
(646) 356-0212
(Registrant's telephone number,
including area code)
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(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 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
On June 12, 2006, the Compensation Committee of the Board of Directors of
Castle Brands Inc. (the "Company") approved cash bonus awards for, and grants of
stock options to, certain of the Company's named executive officers for the
fiscal year ended March 31, 2006 (unless otherwise indicated below). The
following table reflects these awards. Additional terms of the stock option
grants are set forth in the Form of Stock Option Grant Agreement attached hereto
as Exhibit 10.1.
NAME AND PRINCIPAL POSITION CASH BONUS AWARD NUMBER OF STOCK OPTIONS GRANTED (1)
Mark Andrews, $125,000 50,000 (2)
Chairman and Chief Executive Officer
Keith A. Bellinger, $100,000 50,000(3)
President and Chief Operating Officer
Matthew MacFarlane, $6,000 (4) 7,500 (2)
Senior Vice President and Chief
Financial Officer
T. Kelley Spillane, $8,000 (4) 7,500 (2)
Senior Vice President--U.S. Sales
(1) Exercise price of $7.23 per share.
(2) This option vests in four equal annual installments on each anniversary of
the grant date.
(3) This option vests immediately upon grant.
(4) This cash bonus was awarded with respect to the fourth quarter of the fiscal
year ended March 31, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Form of Castle Brands Inc. Stock Option Grant Agreement
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.
Date: June 16, 2006
CASTLE BRANDS INC.
By /s/ Mark Andrews
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Name: Mark Andrews
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
10.1 Form of Castle Brands Inc. Stock Option Grant Agreement