SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
Commission file number 000-23731
NUTRACEUTICAL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 87-0515089
(State of incorporation) (IRS Employer Identification No.)
1400 Kearns Boulevard, 2nd Floor, Park City, Utah 84060
(Address of principal executive office) (Zip code)
(435) 655-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES NO X
--- ---
At March 30, 1998 the registrant had 11,756,148 shares of common stock
outstanding.
NUTRACEUTICAL INTERNATIONAL CORPORATION
INDEX
Description Page No.
Part I. Financial Information
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets - 3
September 30, 1997 and December 31, 1997
Condensed Consolidated Statements of Operations - 4
Three Months Ended December 31, 1996 and 1997
Condensed Consolidated Statements of Cash Flows - 5
Three Months Ended December 31, 1996 and 1997
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
Part II. Other Information
Item 2. Use of Proceeds 15
Item 4. Submission of Matters to a Vote of Security-Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NUTRACEUTICAL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)
September 30, December 31,
-----------------------------------
1997 (1) 1997
ASSETS
Current assets:
Cash $ 4,415 $ 711
Accounts receivable, net 8,001 8,724
Inventories, net 20,753 25,255
Prepaid expenses and other assets 1,018 799
Deferred income taxes 897 896
------------ ------------
Total current assets 35,084 36,385
Property, plant, and equipment, net 10,711 10,597
Goodwill, net 42,008 41,703
Other assets, net 2,307 2,135
------------ ------------
$ 90,110 $ 90,820
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 7,085 $ 5,651
Current portion of capital lease obligations 181 151
Accounts payable 6,932 8,089
Accrued expenses 5,270 4,707
------------ ------------
Total current liabilities 19,468 18,598
Long-term debt 52,860 52,796
Capital lease obligations 133 120
Deferred income taxes, net 1,295 1,500
------------ ------------
Total liabilities 73,756 73,014
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock 93 93
Additional paid-in capital 9,609 9,609
Subscriptions receivable (55) (35)
Retained earnings 6,707 8,139
------------ ------------
Total stockholders' equity 16,354 17,806
------------ ------------
$ 90,110 $ 90,820
============ ============
(1) The condensed consolidated balance sheet as of September 30, 1997 has been
taken from the audited financial statements at that date.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
NUTRACEUTICAL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(dollars in thousands, except per share data)
Three months ended December 31,
----------------------------------
1996 1997
Net sales $ 22,365 $ 25,857
Cost of sales 11,803 13,857
----------- -----------
Gross profit 10,562 12,000
----------- -----------
Operating expenses:
Selling, general and administrative 6,817 7,771
Amortization of intangibles 349 332
----------- -----------
7,166 8,103
----------- -----------
Income from operations 3,396 3,897
Interest expense, net 1,705 1,568
----------- -----------
Income before provision for income taxes 1,691 2,329
Provision for income taxes 668 897
----------- -----------
Net income $ 1,023 $ 1,432
=========== ===========
Net income per common share:
Basic earnings per common share $ 0.11 $ 0.15
Diluted earnings per common share $ 0.10 $ 0.14
Weighted average common shares outstanding:
Basic earnings per common share 9,308,583 9,308,583
Diluted earnings per common share 10,477,862 10,565,905
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
NUTRACEUTICAL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
Three months ended December 31,
-----------------------------------
1996 1997
Cash flows from operating activities:
Net income $ 1,023 $ 1,432
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 916 1,114
Amortization of debt issuance costs 201 211
Changes in assets and liabilities:
Accounts receivable (1,952) (723)
Inventories 1 (4,502)
Prepaid expenses and other assets 327 219
Deferred income taxes 236 204
Other assets (3) --
Accounts payable 610 1,157
Accrued expenses (134) (563)
------- -------
Net cash provided by (used in) operating activities 1,225 (1,451)
------- -------
Cash flows from investing activities:
Purchases of property and equipment (712) (668)
------- -------
Net cash used in investing activities (712) (668)
------- -------
Cash flows from financing activities:
Proceeds from revolving credit facility -- 1,500
Payments on long-term debt (500) (3,062)
Principal payments on capital lease obligations (47) (43)
Receipts of subscriptions receivable -- 20
------- -------
Net cash used in financing activities (547) (1,585)
------- -------
Net decrease in cash (34) (3,704)
Cash at beginning of period 2,321 4,415
------- -------
Cash at end of period $ 2,287 $ 711
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
NUTRACEUTICAL INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)
1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all necessary adjustments (consisting of normal
recurring accruals) to present fairly the financial position of Nutraceutical
International Corporation (the Company) and its subsidiaries as of December 31,
1997, the results of its operations for the three months ended December 31, 1996
and 1997, and its cash flows for the three months ended December 31, 1996 and
1997, in conformity with generally accepted accounting principles for interim
financial information applied on a consistent basis. The results for the three
months ended December 31, 1997 are not necessarily indicative of the results to
be expected for the full fiscal year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. Accordingly, these financial statements should be read in
conjunction with the Company's Registration Statement on Form S-1, as amended,
which was filed with the Securities and Exchange Commission and became effective
on February 11, 1998.
2. INVENTORIES, NET
Inventories, net of reserves for obsolete and slow moving inventory, are
comprised of the following:
September 30, December 31,
1997 1997
------------- ------------
Raw materials $ 10,090 $ 11,698
Work-in process 3,064 4,326
Finished goods 7,599 9,231
------------- ------------
$ 20,753 $ 25,255
============= ============
6
NUTRACEUTICAL INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)
3. NEW ACCOUNTING STANDARDS
The Company has adopted SFAS No. 128, Earnings per Share. SFAS No. 128 is
effective for financial periods ending after December 15, 1997 and requires
restatement of all prior-period earnings per share (EPS) data presented. Under
this statement, both "basic" EPS and "diluted" EPS are presented on the face of
the income statement. As required under SFAS No. 128, both basic EPS and diluted
EPS for the three months ended December 31, 1997 and 1996 have been calculated
giving effect to the Company's stock reclassification and stock split which
occurred subsequent to December 31, 1997 (Note 4). The following table provides
a reconciliation of both net income and the number of common shares used in the
computations of basic EPS, which utilizes the weighted average number of common
shares outstanding without regard to potential common shares, and diluted EPS,
which includes all such shares:
For the Three Months Ended
December 31,
1996 1997
----------- -----------
Net income (Numerator) $ 1,023 $ 1,432
Weighted average common shares (Denominator):
Basic weighted average common shares 9,308,583 9,308,583
Add: Dilutive effect of stock options and warrants 1,169,279 1,257,322
----------- -----------
Diluted weighted average common shares 10,477,862 10,565,905
=========== ===========
Net income per common share:
Basic $ 0.11 $ 0.15
Diluted $ 0.10 $ 0.14
4. SUBSEQUENT EVENTS
On December 10, 1997, the Company filed a Registration Statement on Form S-1
with the Securities and Exchange Commission to offer for sale 3,330,000 shares
of common stock (Common Stock) at a par value of $0.01 per share (the Offering)
which became effective on February 11, 1998. In connection with the consummation
of the Offering, the Company reclassified all of its outstanding shares of
capital stock (including entitled
7
NUTRACEUTICAL INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)
preferential amounts) into a single class of Common Stock and authorized a
single class of undesignated preferred stock. Upon the reclassification and
consummation of the Offering, the Company effected a 7.5291-for-one stock split
of all of the outstanding shares of Common Stock and a corresponding adjustment
to the number of shares issuable upon exercise of all outstanding warrants and
options. After giving effect to the reclassification and stock split, the
Company had a total of 9,308,583 shares of Common Stock outstanding. The
reclassification and stock split have been retroactively reflected in the
balance sheets as of September 30, 1997 and December 31, 1997.
The Company sold an additional 2,144,618 shares of Common Stock in the Offering.
Warrants were also exercised to purchase 302,947 shares of Common Stock. After
consummation of the Offering, the Company had a total of 11,756,148 shares of
Common Stock outstanding. The net proceeds to the Company from the sale of
shares of Common Stock was approximately $33,396 which was primarily used to
repay existing indebtedness.
On February 25, 1998, the Company replaced its existing credit agreement, under
which the Company had outstanding borrowings of $60,178 (before unamortized
discount of $2,454), with a new credit agreement (the New Credit Agreement). The
Company expects to realize an extraordinary loss on the early extinguishment of
the existing credit agreement of approximately $3,126, net of tax, during the
three months ended March 31, 1998. The New Credit Agreement makes $70,000 of
revolving credit borrowings available to the Company.
In connection with the Offering, the Company approved the Nutraceutical
International Corporation 1998 Stock Incentive Plan (the 1998 Stock Plan). The
1998 Stock Plan provides for the issuance of the following types of incentive
awards: stock options, stock appreciation rights, restricted stock, performance
grants and other types of awards. Options granted under the 1998 Stock Plan may
be subject to time vesting and certain other restrictions. An aggregate of
1,050,000 shares of Common Stock have been reserved for issuance under the 1998
Stock Plan, subject to certain adjustments reflecting changes in the Company's
capitalization. At the consummation of the offering, options to purchase an
aggregate of approximately 250,000 shares of Common Stock were granted to
certain employees.
8
NUTRACEUTICAL INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)
In connection with the Offering, the Company also approved the Nutraceutical
International Corporation Employee Stock Discount Purchase Plan (the Stock
Purchase Plan). The Stock Purchase Plan is intended to give employees desiring
to do so a convenient means of purchasing shares of Common Stock through payroll
deductions. The Company has reserved 750,000 shares of Common Stock for issuance
in connection with the Stock Purchase Plan.
In connection with the Offering, the Company also approved the Nutraceutical
International Corporation Non-Employee Director Stock Option Plan (the Director
Option Plan). The Director Option Plan is intended to encourage stock ownership
by certain Directors of the Company and to provide those individuals with an
additional incentive to manage the Company in the shareholders' best interest
and to provide a form of compensation that will attract and retain highly
qualified individuals as members of the Board of Directors. Under the Director
Option Plan, 150,000 shares of Common Stock have been reserved for issuance by
the Company, subject to certain adjustments reflecting changes in the Company's
capitalization.
The Company has executed a lease for a new facility in the Ogden, Utah area in
which it will consolidate certain distribution and other operations. The Company
will initially lease approximately 252,000 square feet and has options (which
are subject to certain contingencies) to lease an additional 63,000 square feet.
The Company expects to expend $2,500 to $3,500 in upgrading the facilities and
installing tenant improvements during calendar year 1998.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The following discussion and analysis should be read in conjunction with the
response to Part I, Item 1 of this report.
The Company was formed in 1993 by key members of the current management team and
Bain Capital, Inc. to effect a consolidation strategy in the highly fragmented
vitamin, mineral, herbal and other nutritional supplements industry (the VMS
Industry). The Company purchased Solaray, Inc. in October 1993 with a view
toward using it as a platform for future acquisitions of businesses in the VMS
Industry. In fiscal 1995, the Company completed three additional acquisitions
with the purchases of Premier One Products, Inc. in October 1994, Makers of KAL,
Inc. in January 1995 and Monarch Nutritional Laboratories, Inc. in September
1995.
Results of Operations
The following table sets forth certain consolidated statement of operations data
as a percentage of net sales for the periods indicated:
Three months ended December 31,
----------------------------------
1996 1997
Net sales 100.0% 100.0%
Cost of sales 52.8% 53.6%
----------- ------------
Gross profit 47.2% 46.4%
Selling, general and administrative 30.5% 30.0%
Amortization of intangibles 1.5% 1.3%
----------- ------------
Income from operations 15.2% 15.1%
Interest expense, net 7.6% 6.1%
----------- ------------
Income before provision for income taxes 7.6% 9.0%
Provision for income taxes 3.0% 3.5%
----------- ------------
Net income 4.6% 5.5%
=========== ============
Adjusted EBITDA (1) 19.6% 19.7%
=========== ============
(1)See "- Adjusted EBITDA."
Comparison of the Three Months Ended December 31, 1997 to the Three Months
Ended December 31, 1996
Net Sales. Net sales increased by $3.5 million, or 15.6%, to $25.9 million for
the three months ended December 31, 1997 (first quarter of fiscal 1998) from
$22.4 million for the three months ended December 31, 1996 (first quarter of
fiscal 1997). The increase in net sales was primarily the result of increased
sales volume and, to a lesser extent, minimal
10
increases in the prices of the Company's products. Such price increases did not
contribute significantly to revenue growth. The Company believes that the
increased volume was primarily attributable to industry growth as well as to the
success of the Company's new product introductions.
Gross Profit. Gross profit increased by $1.4 million, or 13.6%, to $12.0
million for the first quarter of fiscal 1998 from $10.6 million for the first
quarter of fiscal 1997. This increase in gross profit was primarily attributable
to growth in sales volume. As a percentage of net sales, gross profit decreased
to 46.4% for the first quarter of fiscal 1998 from 47.2% for the first quarter
of fiscal 1997. This decrease in gross profit as a percentage of net sales was
primarily attributable to increased discounts associated with the timing of
recurring seasonal promotions which were more significant during the current
year.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $1.0 million, or 14.0%, to $7.8 million
for the first quarter of fiscal 1998 from $6.8 million for the first quarter of
fiscal 1997. As a percentage of net sales, selling, general and administrative
expenses decreased to 30.0% for the first quarter of fiscal 1998 from 30.5%
for the first quarter of fiscal 1997. This decrease in selling, general and
administrative expenses as a percentage of net sales was primarily attributable
to the Company's efforts to implement incentive and cost control programs during
periods of sales increase.
Amortization of Intangibles. Amortization of intangibles was $0.3 million for
the first quarter of fiscal 1998 and $0.3 million for the first quarter of
fiscal 1997. As a percentage of net sales, amortization of intangibles decreased
to 1.3% for the first quarter of fiscal 1998 from 1.5% for the first quarter
of fiscal 1997. This decrease in amortization of intangibles as a percentage of
net sales was primarily attributable to the increase in net sales.
Interest Expense, Net. Interest expense decreased by $0.1 million, or 8.0%, to
$1.6 million for the first quarter of fiscal 1998 from $1.7 million for the
first quarter of fiscal 1997. As a percentage of net sales, interest expense
decreased to 6.1% for the first quarter of fiscal 1998 from 7.6% for the first
quarter of fiscal 1997. This decrease in interest expense was primarily
attributable to decreased indebtedness associated with the Company's revolving
credit facility.
Provision for Income Taxes. The Company's effective tax rate decreased to 38.5%
for the first quarter of fiscal 1998 from 39.5% for the first quarter of fiscal
1997. In each fiscal quarter, the effective tax rate is higher than statutory
rates primarily due to the non-deductibility for tax purposes of goodwill
amortization arising from the Solaray acquisition. The impact of Solaray
goodwill on the effective tax rate for the first quarter of fiscal 1998
decreased compared to the first quarter of fiscal 1997 as a result of the
Company's higher income before provision for taxes.
11
Adjusted EBITDA
Adjusted EBITDA (earnings before interest expense, taxes, depreciation and
amortization) is a widely used and commonly reported standard measure utilized
by analysts and investors in the VMS Industry. The following Adjusted EBITDA
information can provide additional information for determining the ability of
the Company to meet its debt service requirements and for other comparative
analyses of the Company's operating performance relative to other nutritional
supplement companies:
Three months ended December 31,
----------------------------------
1996 1997
Net income $ 1,023 $ 1,432
Provision for income taxes 668 897
Interest expense, net (1) 1,705 1,568
Depreciation and amortization 916 1,114
Certain non-recurring items (2) 75 75
----------- -----------
Adjusted EBITDA $ 4,387 $ 5,086
=========== ===========
(1) Includes amortization of capitalized debt issuance costs.
(2) Represents management fees paid to Bain Capital, Inc. pursuant to the
Restated Advisory Agreement which was terminated in connection with the
Offering. The Company does not expect to incur such recurring management
fees following the Offering.
The Company's Adjusted EBITDA increased $0.7 million to $5.1 million for the
first quarter of fiscal 1998 from $4.4 million for the first quarter of fiscal
1997. Adjusted EBITDA as a percentage of net sales increased to 19.7% from 19.6%
for the same periods. The successful implementation of the Company's operating
improvements contributed to this increase in EBITDA.
Seasonality
The Company believes that its business is characterized by minor seasonality.
Historically, the Company has recorded higher sales volume during the second and
third quarters due to increased interest in health-related products among
consumers following the holiday season and in anticipation of the summer months.
The Company does not believe the impact of seasonality on its results of
operations is material. In addition, the Company's sales of premium bulk
formulations are characterized by periodic shipments to certain customers and
can vary from quarter to quarter.
Liquidity and Capital Resources
The Company had working capital of $17.8 million as of December 31, 1997,
compared to $15.6 million as of September 30, 1997. This increase was primarily
the result of increases in inventory and accounts receivable due to higher sales
levels and decreases in
12
the current portion of long-term debt, related to debt repayments, and accrued
expenses offset by a decrease in cash and an increase in accounts payable.
Net cash provided by (used in) operating activities for the three months ended
December 31, 1997 was ($1.5) million compared to $1.2 million for the comparable
period in fiscal 1997. Net cash provided by operating activities decreased
primarily due to increases in inventory and accounts receivable related to
higher sales levels and a decrease in accrued expenses, partially offset by
increases in accounts payable and net income.
Net cash used in investing activities was $0.7 million for the three months
ended December 31, 1997 compared to $0.7 million for the comparable period in
fiscal 1997. Investing activities during these periods relate entirely to
capital expenditures.
Net cash used in financing activities was $1.6 million for the three months
ended December 31, 1997 compared to $0.5 million for the comparable period in
fiscal 1997. Net cash used in financing activities increased primarily due to
principal payments on long term debt.
The Company's credit agreement at December 31, 1997, consisted of three
components: a Term A Loan in the amount of $34.4 million, a Term B Loan in the
amount of $15.0 million (before unamortized discount of $2.4 million) and a
Revolving Credit Facility in the amount of $10.7 million. In connection with the
Offering, the Company negotiated the New Credit Agreement under which the
indebtedness existing at December 31, 1997 was refinanced. The New Credit
Agreement provides for revolving credit borrowings of $70.0 million with
scheduled maturity in 2003. The Company's initial borrowings under the New
Credit Agreement were $31.5 million.
A key component of the Company's business strategy is to seek to make additional
acquisitions, which will likely require that the Company obtain additional
financing, which could include the incurrence of substantial additional
indebtedness. The Company believes that based on current levels of operations
and anticipated growth, borrowings under the New Credit Agreement, together with
cash flows from operations, will be sufficient to make anticipated capital
expenditures and fund working capital needs for fiscal 1998.
Recent Financial Accounting Standards Board Statements
SFAS No. 128 changes the method of calculating EPS. The statement requires the
presentation of basic EPS and diluted EPS on the face of the statement of
operations. SFAS No. 128 is effective for financial statements issued for
periods ended after December 15, 1997 and requires restatement of all
prior-period EPS data presented.
13
Inflation
Inflation affects the cost of raw materials, goods and services used by the
Company. In recent years, inflation has been modest. The competitive environment
somewhat limits the ability of the Company to recover higher costs resulting
from inflation by raising prices. Overall product prices have generally been
stable and the Company seeks to mitigate the adverse effects of inflation
primarily through improved productivity and cost containment programs. The
Company does not believe that inflation has had a material impact on its results
of operations for the periods presented.
Forward Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the Securities Act). Such
forward-looking statements are based on the beliefs of the Company's management
as well as on assumptions made by and information currently available to the
Company at the time such statements were made. When used in this MD&A, the words
"anticipate," "believe," "estimate," "expect," "intends" and similar
expressions, as they relate to the Company are intended to identify
forward-looking statements, which include statements relating to, among other
things, (i) the ability of the Company to continue to successfully compete in
the nutritional supplements market; (ii) the anticipated benefits from new
product introductions; (iii) the continued effectiveness of the Company's sales
and marketing strategy; and (iv) the ability of the Company to continue to
successfully develop and launch new products. Actual results could differ
materially from those projected in the forward-looking statements as a result of
the matters discussed herein and certain economic and business factors, some of
which may be beyond the control of the Company.
14
PART II - OTHER INFORMATION
Item 2. Use of Proceeds
On February 25, 1998, the Company completed the Offering. The net proceeds to
the Company from the Offering were approximately $33.4 million. The Company also
replaced its existing credit agreement in connection with the Offering. The
Company used the net proceeds of the Offering, together with borrowings under
the New Credit Agreement and all available cash resources of the Company at such
date, to repay all indebtedness under the existing credit agreement
(approximately $60.6 million including accrued interest) as well as fees
totaling approximately $2.2 million in connection with (i) the termination of an
advisory agreement with Bain Capital, Inc. and services rendered in connection
with the Offering, (ii) prepayment penalties under the existing credit agreement
resulting from replacing such agreement and (iii) origination fees arising from
the establishment of the New Credit Agreement.
Item 4. Submission of Matters to a Vote of Security-Holders.
Pursuant to Section 228 of the General Corporation Law of the State of Delaware,
on January 8, 1998, the stockholders of the Company, by written consent without
a meeting, adopted resolutions approving the Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company. Votes (not
reflecting reclassification, stock splits or the Offering) cast for the above
matters: 997,777.78 against: 0 abstaining: 0.
Pursuant to Section 228 of the General Corporation Law of the State of Delaware,
on January 8, 1998, the stockholders of the Company, by written consent without
a meeting, adopted resolutions:
1. Approving a form of Indemnification Agreement for directors and
officers of the Company.
2. Appointing Price Waterhouse LLP as the Company's outside independent
accounting firm.
3. Approving the adoption of the Nutraceutical International Corporation
1998 Stock Incentive Plan.
4. Approving the adoption of the Nutraceutical International Corporation
Employee Stock Discount Purchase Plan.
15
5. Approving the adoption of the Nutraceutical International Corporation
Non-Employee Director Stock Option Plan.
6. Electing as directors the following persons:
(i) Matthew S. Levin and Bruce R. Hough to serve until the annual
meeting of stockholders in 1998,
(ii) Geoffrey S. Rehnert and Jeffrey A. Hinrichs to serve until the
annual meeting of stockholders in 1999, and
(iii) Robert C. Gay and Frank W. Gay II to serve until the annual
meeting of stockholders in 2000.
Votes (not reflecting reclassification, stock splits or the Offering) cast
for the above matters: 997,777.78 against: 0 abstaining: 0.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Restated Certificate of Incorporation
3.2 Amended and Restated By-Laws
10.1 Transaction Services Agreement between the Company and Bain Capital,
Inc.
10.2 Termination Agreement between the Company and Bain Capital, Inc.
10.3 Nutraceutical International Corporation 1998 Stock Incentive Plan
10.4 Nutraceutical International Corporation Employee Stock Discount
Purchase Plan
10.5 Nutraceutical International Corporation Non-Employee Director Stock
Option Plan
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
None
16
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, thereunto duly authorized.
NUTRACEUTICAL INTERNATIONAL CORPORATION
(Registrant)
Dated: March 30, 1998 By: /s/ Leslie M. Brown, Jr.
-------------- -------------------------
Leslie M. Brown, Jr.
Senior Vice President, Finance and
Chief Financial Officer
17