UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): August 11,
2010
PROPHASE
LABS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other
jurisdiction
of incorporation)
|
0-21617
(Commission
File
Number)
|
23-2577138
(I.R.S.
Employer
Identification
No.)
|
|
621
Shady Retreat Road
Doylestown,
PA
|
18901
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (215) 345-0919
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 2.02 Results of Operations
and Financial Condition.
On August 12, 2010, ProPhase Labs, Inc.
(the “Company”) issued a
press release announcing its financial results for the three months and six
months ended June 30, 2010. A copy of the press release is furnished
as Exhibit 99.1 to this Form 8-K. Additionally, on August 4,
2010, the Company issued a press release announcing that it will host a
conference call at 11:00 AM Eastern Time on August 12, 2010 to discuss the
financial results. A copy of the press release is furnished as
Exhibit 99.2 to this Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective August 11, 2010, John DeShazo
resigned from the Board of Directors of the Company in order to devote his full
time and energy to his own business interests. The Company has four
standing committees of its Board of Directors: the Audit Committee, the
Executive Committee, the Compensation Committee, and the Nominating
Committee. Mr. DeShazo served as the Chairman of the Compensation
Committee and was a member of the Executive Committee. Mr. DeShazo
has confirmed that he has no disputes with management or with the Board of
Directors. A copy of Mr. DeShazio letter of resignation dated August
11, 2010 is furnished as Exhibit 99.3 to this Form 8-K.
Item
7.01 Regulation FD Disclosure.
On
Wednesday, August 11, 2010, the Company filed a praecipe for a writ of summons
in the Court of Common Pleas for Bucks County, PA. This filing is the first step
in initiating an action against certain former officers and directors of
the Company, and against certain third parties. The Company is preparing to
assert claims arising from, among other things, a variety of transactions and
payments made by the Company. All of the transactions and events which would be
the subject of the Complaint occurred prior to the installation of the current
Board of Directors in June 2009.
Limitation
on Incorporation by Reference
The information in Items 2.02 and 7.01
of this Report, including Exhibits 99.1 and 99.2 furnished herewith, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be incorporated by reference in any
registration statement filed under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated by reference
therein.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
|
|
|
|
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No.
|
|
Description
|
|
|
|
|
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99.1
|
|
Press
Released dated August 12, 2010
|
|
99.2
99.3
|
|
Press
Released dated August 4, 2010
Letter
of Resignation dated August 11,
2010
|
____________________
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.
| |
ProPhase
Labs, Inc. |
|
| |
|
|
|
|
|
By:
|
/s/Robert
V. Cuddihy, Jr. |
|
| |
|
Robert
V. Cuddihy, Jr.
Chief Operating Officer |
|
Date:
August 12, 2010
EXHIBIT INDEX
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No.
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
Released dated August 12, 2010
|
|
99.2
99.3
|
|
Press
Released dated August 4, 2010
Letter
of Resignation dated August 11,
2010
|
____________________