U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 31, 2003
RELIV INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11768 37-1172197
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
136 Chesterfield Industrial Blvd., Chesterfield, MO 63005
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(Address of Principal Executive Offices) (Zip Code)
(636) 537-9715
(Registrant's Telephone Number, including Area Code)
Item No. 5 - Other Events
On March 31, 2003, Reliv International, Inc. (the "Registrant") sold an
aggregate of 150,000 shares of a newly designated class of securities to three
members of management. The securities, called "Series A Preferred Stock" (the
"Preferred Stock"), were designated by the Registrant's Board of Directors out
of the 3,000,000 authorized shares of the Registrant's $.001 par value preferred
stock. Robert L. Montgomery, President, David Kreher, Chief Financial Officer
and Chief Operating Officer, and Stephen M. Merrick, Senior Vice President, each
purchased 50,000 shares of Preferred Stock for $500,000 ($10.00 per share).
Holders of shares of designated Preferred Stock are entitled to receive
dividends at an annual rate of 6% of the shares' purchase price. These dividends
shall accrue on a daily basis and shall be payable quarterly when declared by
the Registrant's Board of Directors. All dividends on shares of Preferred Stock
are cumulative.
Shares of Preferred Stock have no voting rights, and are convertible into
shares of the Registrant's $.001 par value Common Stock at a conversion price to
be calculated on the date of conversion, which price shall be based upon the
closing price of the Registrant's Common Stock on the NASDAQ Stock Market on the
date of conversion. Shares of Preferred Stock shall not be eligible for
conversion until January 1, 2006.
Shares of Preferred Stock may be redeemed at any time by the Registrant,
and all shares of Preferred Stock have a liquidation preference. In addition,
shares of Preferred Stock have standard anti-dilution protections, which provide
for adjustments in the number of shares in the event of stock splits or the
like.
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 hereunto duly authorized.
Reliv International, Inc.
(Registrant)
Date: April 2, 2003 By: /s/Stephen M. Merrick
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Stephen M. Merrick, Senior Vice
President