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 15, 1996
------------------------------------------------------------------
HEALTHRITE, INC.
-----------------
(Exact name of registrant as specified in its charter)
Delaware 0-23016 13-3714405
- -------- ------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
200 Madison Avenue New York, New York 10016
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 953-0100
--------------
HRITE8-K/PPM
Item 5. Other Events.
-------------
In August, 1996, HealthRite, Inc. (the "Company") sold 432,500
shares of Series A Preferred Stock, par value $.001 per share (the "Series A")
in its private placement for an aggregate gross proceeds of $865,000, or $2.00
per share. The net proceeds, after deducting applicable expenses, will be used
primarily to fund the development and sale of a range of products under the
brand name, Nautilus, the rights to which name were obtained pursuant to a
long term license agreement, and for other working capital purposes. Each
Series A share is entitled to a preferential dividend of 8% ($.16) per share,
is to be redeemed in August 2001 at its liquidation value of $2.00 per share
plus unpaid accrued dividends and is convertible into one share of Common
Stock, subject to certain adjustments. The Series A shares are nonvoting
except with respect to certain actions which may adversely affect their rights
and proposals to effect a merger, consolidation or a sale of substantially all
the Company's assets. The Series A shareholders will also have a right as a
class to elect a Director during a period of default which lasts longer than
90 days in the payment of an annual dividend installment.
In connection with the private placement, the Company issued five
year Common Stock Warrants to purchase at a price of $2.50 per share (i)
21,375 shares to H.C. Wainwright & Co. ("Wainwright"), for services rendered
as a placement agent, and (ii) 30,000 shares to Founders Management Services,
Inc. ("Founders"), an affiliate of Messrs. Warren H. Haber, Chairman of the
Board and Chief Executive Officer, and John L. Teeger, Vice Chairman and Chief
Financial Officer of the Company, in satisfaction of the Company's obligation
under a long-term agreement, pursuant to which Founders provides certain
management and financial consulting services to the Company.
HRITE8-K/PPM
-2-
At the Company's Annual Meeting of the Board of Directors, the
Board increased the number of Directors from six to seven and thereupon
elected Mr. Jack McConville as a Director. Mr. McConville had been employed
for approximately 40 years until he retired in 1990 by J.C. Penney & Co., Inc.
with which he held several managerial and executive positions - the last being
President of its Women's Division, a position which he had held commencing in
1987. He has been a member of the Navy Advisory Committee since 1988 and had
been a director of the Heart Research Foundation of Mount Sinai from 1987 to
1995.
Item 7. Financial Statements and Exhibits.
---------------------------------
a) Financial Statements - None.
b) Exhibits
10(g) - Form of Warrant issued to H.C. Wainwright & Co. and
Founders Management Services, Inc.
HRITE8-K/PPM
-3-
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.
Dated: August 23, 1996
HEALTHRITE, INC.
--------------------------------
(Registrant)
By: /s/ John L. Teeger
---------------------------
Name: John L. Teeger
Title: Secretary
HRITE8-K/PPM
-4-
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.
Dated: August 23, 1996
HEALTHRITE, INC.
--------------------------------
(Registrant)
By: --------------------------------
Name: John L. Teeger
Title: Secretary
HRITE8-K/PPM