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 1, 1999
NUTRITION FOR LIFE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Texas
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(State or other jurisdiction of incorporation)
0-26362 76-0416176
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(Commission File Number) (IRS Employer Identification Number)
9101 Jameel, Suite 180, Houston, TX 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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(Former address, if changed since last report)
NUTRITION FOR LIFE INTERNATIONAL, INC.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets
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On December 1, 1999, Nutrition For Life International, Inc. (the "Company")
finalized the acquisition of Ash Corp. ("ASH"). The acquisition of ASH was
completed through a merger with the Company's wholly-owned subsidiary, Bactolac
Pharmaceutical Inc. (Bactolac).
ASH, headquartered in Gulfport, Mississippi, manufactures primarily liquid
pharmaceutical and nutraceutical products. ASH will be operated as a stand-alone
division of Bactolac. Prior to the Company's acquisition of ASH, the principal
shareholders of ASH were Allan I. Sirkin and his son, Neil Sirkin. Bactolac has
entered into employment agreements for a term of three years with each of Allan
I. Sirkin and Neil Sirkin. Allan I. Sirkin will serve as Chief Executive Officer
of the ASH division of Bactolac, and Neil Sirkin will serve as President of the
ASH division of Bactolac.
The purchase price of the ASH acquisition consisted of $750,000 in cash, a
note payable in the amount of $500,000 and 49,296 shares of Series A Preferred
Stock. Additionally, up to 105,634 shares of Series A Preferred Stock may be
issued pursuant to an earnout agreement. Each one share of Series A Preferred
Stock will be automatically converted into 10 shares of the Company's common
stock upon approval of the Company's shareholders. Assets acquired from ASH
consisted primarily of accounts receivable, inventory, machinery and equipment.
The nature and value of the assets acquired, including the going concern value
of ASH, were factors utilized in determining the amount of consideration to be
paid to the shareholders of ASH. Prior to the merger with ASH, there was no
material relationship between ASH and the Company or Bactolac. The Company
intends to continue the operations of ASH and to use its inventory, machinery
and equipment in connection with the manufacture of liquid pharmaceutical and
nutraceutical products. Financing for the acquisition of ASH was provided
primarily through a financing arrangement entered into on November 17, 1999 with
General Electric Capital Corporation, described in the Company's Report on Form
8-K reporting the events of that date.
ITEM 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial information at the
time of filing this Report. The required financial information will be filed by
amendment to this Report within the 60 day extended period for reporting.
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(b) Pro forma Financial Information.
It is impractical to provide the required pro forma financial information at
the time of filing this Report. The required pro forma financial information
will be filed by amendment to this Report within the sixty-day extended
reporting period.
(c) Exhibits.
2.1(c) Agreement and Plan of Merger dated as of October 25, 1999 among
Nutrition For Life International, Inc., Advanced Nutraceuticals, Inc., Ash
Acquisition Company, Allan I. Sirkin and Neil Sirkin (the "Ash Merger
Agreement").
2.1(d) Amendment to Agreement and Plan of Merger, dated November 24,
1999, to the Ash Merger Agreement.
2.2(b) Earnout Agreement, dated November 30, 1999, among Nutrition For
Life International, Inc. and the former shareholders of Ash Corp.
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.
NUTRITION FOR LIFE INTERNATIONAL, INC.
Dated: December 14, 1999 By: /s/ David P. Bertrand
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David P. Bertrand, President
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