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): October 30, 1998
Nutrition For Life International, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-26362 76-0416176
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
9101 Jameel, Houston, Texas 77040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 460-1976
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Item 5. Other Events. Effective October 30, 1998, the Company entered into an
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agreement with Nightingale-Conant Corporation and certain of its affiliates,
including Distributor Services, LLC. Among other things, the Administrative and
Consulting Services Agreement, dated July 29, 1996, between Distributor Services
and the Company has been terminated. The Administrative and Consulting Services
Agreement granted Distributor Services with the exclusive right to produce the
Company's recruiting and training materials and to sponsor distributor
recruiting events. The Company will now directly conduct these activities. The
Company expects, however, to continue to market certain Nightingale-Conant
products.
The Company has agreed to pay Nightingale-Conant and Distributor Services
$2,047,000 to satisfy all accounts payable and other amounts claimed by them for
materials previously delivered to the Company, as well as for the purchase of
all of Distributor Services' inventory of audiotapes and other materials used to
promote the Company, and for cancellation of the Administrative and Consulting
Services Agreement. Of this amount, $967,000 has been paid, and the balance of
$1,080,000 will be payable in equal monthly installments over a 30 month period.
The Company also issued to Nightingale-Conant a five year warrant entitling
Nightingale-Conant to purchase up to 290,000 shares of the Company's common
stock at $5.50 per share. Nightingale-Conant agreed that it would not seek to
acquire a controlling equity interest in the Company during the next five years
without approval of the Company's Board of Directors. In addition to offering
Nightingale-Conant products through its distributor network, the Company also
agreed to use exclusively Nightingale-Conant's services for 30 months to
reproduce tapes made by the Company for the Company's Business Training System
program.
Item 7. Financial Statements And Exhibits.
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(c) Exhibits.
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Exhibit Index
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Exhibit
Number Description
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10.24 Settlement and Release Agreement, dated October 30, 1998, among
the Registrant, Distributor Services, L.L.C., Tru-Vantage
International, L.L.C., Maximum Impact, L.L.C. and Nightingale-
Conant Corporation.
10.25 Agreement, dated October 30, 1998, between Distributor Services,
L.L.C. and the Registrant.
SIGNATURE
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: November 13, 1998 NUTRITION FOR LIFE INTERNATIONAL, INC.
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By: /s/ David O. Rodrigue
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David O. Rodrigue
Vice President and
Chief Financial Officer