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) JANUARY 22, 2003
NUTRITIONAL SOURCING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 33-63372 65-0415593
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) File Number) identification no.)
1300 N.W. 22nd Street
Pompano Beach, Florida 33069
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 977-2500
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Registrant's former name
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On January 17, 2003, Nutritional Sourcing Corporation (the "Company"),
with the consent of the Official Committee of Unsecured Creditors, filed a
motion pursuant to Section 1121(d) of the Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware (Case NO. 02-12550 PJW)
for an order extending the Debtor's exclusive periods to file a Plan of
Reorganization and solicit acceptances thereof such that the periods will end
on June 30, 2003 and August 30, 2003, respectively.
On January 17, 2003 the Company filed with the United States Bankruptcy
Court for the District of Delaware (Case No. 02-12550 PJW), with the consent of
the Official Committee of Unsecured Creditors, an emergency motion for an order
(i) pursuant to Sections 105, 363(b) and 364(a) of the Bankruptcy Code
authorizing it to approve the extension of the pre-petition credit agreement
(as defined), a new guarantee and certain security documents in favor of the
new lender; and (ii) pursuant to Section 362 of the Bankruptcy Code modifying
the automatic stay. The Extension Agreement is attached to the motion. It is
anticipated that the transactions contemplated in the Extension Agreement will
be closed on or about January 31, 2003 and the related documentation filed on
Form 8-K shortly thereafter.
On January 17, 2003, the Company reached an agreement with the Official
Committee of Unsecured Creditors and its equityholder on the principal terms of
a comprehensive financial restructuring as part of a Plan of Reorganization, a
copy of which is attached hereto as Exhibit 99.1.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The Company will not timely file its form 10-K for the fiscal year (52
weeks) ended November 2, 2002.
Forward Looking Statements
Certain statements herein and other certain statements contained in
previous filings under the Securities Act of 1934, as amended, may constitute
forward looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such statements include, among others, statements concerning
(1) closing of transactions contemplated in the Extension Agreement, (2)
extension of the exclusive period during which the Company may file a Plan of
Reorganization and solicit and obtain acceptances thereof, and (3) the filing
of the Company's form 10-K for the fiscal year ended November 2, 2002. Actual
results could differ materially from those anticipated in such statements due
to a number of factors, including, but not limited to, the following: the
ability of the Company to continue as a going concern; the Company's ability to
obtain court approval with respect to motions in the Chapter 11 proceeding
prosecuted by it from time to time; the ability of the Company to develop,
prosecute, confirm and consummate a plan of reorganization with respect to its
Chapter 11 case; risks associated with third parties eventually attempting to
obtain court approval to terminate or shorten the exclusivity period for the
Company to propose and confirm a plan of reorganization, for the appointment of
a Chapter 11 trustee or to convert the case to a Chapter 7 case; the potential
adverse impact of the Chapter 11 case on the Company's results of operations;
the ability of the Company to fund and execute its business plan; and the
ability of the Company to attract, motivate and/or retain key executives and
associates. Nutritional Sourcing Corporation disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit. Document Description
99.1 Nutritional Sourcing Corporation Summary of Terms
of Proposed Restructuring, dated January 17, 2003
99.2 Statement of Financial Affairs, filed on January
17, 2003, with the U.S. Bankruptcy Court for the
District of Delaware
99.3 Amended Summary of Schedules, filed on January
17, 2003, with the U.S. Bankruptcy Court for the
District of Delaware
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SIGNATURE
Pursuant to the requirement 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.
Nutritional Sourcing Corporation
January 22, 2003 By: /s/ Daniel J. O'Leary
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Daniel J. O'Leary
Executive Vice President
And Chief Financial Officer
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