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): DECEMBER 22,
2006
THE
SINGING MACHINE COMPANY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24968
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95-3795478
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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6601
Lyons Road, Bldg. A-7, Coconut Creek, Fl 33073
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (954) 596-1000
Copies
to:
Darrin
M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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))
See
Item
5.02 below.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective
December 31, 2006, Yi Ping Chan resigned as the Interim Chief Executive Officer,
Chief Operating Officer and as a member of the Board of Directors of The Singing
Machine Company, Inc. (the “Company”) in order to pursue other endeavors. There
was no disagreement or dispute between Mr. Chan and the Company which led to
his
resignation. Effective January 1, 2007, Danny Zheng, the Company’s Chief
Financial Officer, will be appointed as Interim Chief Executive Officer of
the
Company. There are no understandings or arrangements between Mr. Zheng and
any
other person pursuant to which Mr. Zheng was selected as an executive officer.
Mr. Zheng does not have any family relationship with any director, executive
officer or person nominated or chosen by us to become a director or executive
officer.
In
addition, effective December 31, 2006, the Company entered into a Separation
and
Release Agreement (the “Separation Agreement”) with Yi Ping Chan. Pursuant to
the Separation Agreement, the Company will accelerate the vesting of any
unvested options which have been granted to Mr. Chan during the term of his
employment with the Company and Mr. Chan will have until March 31, 2007 to
exercise all options. Any options not exercised by Mr. Chan by March 31, 2007
shall be cancelled by the Company. Further, the Company agreed to make a
severance payment to Mr. Chan in the aggregate amount of $72,916 beginning
on
January 18, 2007, and a relocation expense payment equal to $40,000 on January
4, 2007. The Company and Mr. Chan agreed to release and forever discharge each
other from any and all claims, demands, causes of action, claims for relief,
and
damages, of whatever kind or nature, known or unknown, which Mr. Chan or the
Company, as applicable, had, now has or may hereinafter have from the beginning
of the world to the date of the Separation Agreement, including, without
limitation, all claims and all rights which the parties may have under any
and
all federal, state and local laws and statutes which regulate employment, and
the laws of contracts, tort and other subjects.
In
addition, Mr. Chan and the Company agreed that both parties will not directly
or
indirectly:
| · |
disparage,
interfere with or attempt to interfere with, the other’s reputation,
goodwill, services, business and/or the other’s stockholders, directors,
officers, employees, agents, representatives and any affiliates, as
applicable; or
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engage
in any conduct, take any actions or make any statements (oral or written)
to the public, future employers, customers, vendors, the investment
community, the media, current, former or future employees of the Company,
or any other third party whatsoever that is calculated to have, or
reasonably likely or possibly having, the effect of undermining,
disparaging or otherwise reflecting negatively or could reasonably
be
considered to undermine, disparage or reflect negatively, on the Company,
its reputation, goodwill, services, business and/or the Company’s
stockholders, directors, officers, employees, agents, representatives
and
any affiliates.
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On
December 22, 2006, the Company issued a press release announcing the resignation
of Yi Ping Chan and appointment of Danny Zheng, a copy of which is attached
hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except
as
shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of business acquired.
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Not
applicable.
| (b) |
Pro
forma financial information.
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Not
applicable.
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Exhibit
Number
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Description
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10.1
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Separation
and Release Agreement dated as of December 8, 2006 by and between
The
Singing Machine Company, Inc. and Yi Ping Chan.
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99.1
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Press
Release of The Singing Machine Company, Inc. dated
as of December 22, 2006.
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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.
THE
SINGING MACHINE COMPANY, INC.
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| Date: December
22, 2006 |
By: |
/s/
Danny Zheng |
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Danny
Zheng
Chief
Financial Officer
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