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): February 24, 2004
RELIV INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11768 37-1172197
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
136 Chesterfield Industrial Blvd., Chesterfield, MO 63005
(Address of Principal Executive Offices) (Zip Code)
(636) 537-9715
(Registrant's Telephone Number, including Area Code)
Item No. 5 - Other Events
On February 24, 2004, Reliv International, Inc. (the "Registrant") entered
into a Standby Equity Distribution Agreement ("SEDA") with US-based investment
fund Cornell Capital Partners LP of $5 million.
Under the SEDA, Cornell has committed to provide up to $5 million of
funding to be drawn down at the Registrant's discretion by the purchase of the
Registrant's common stock. The Registrant may request up to $210,000 in any
seven-day period in exchange for issuing to Cornell shares of its common stock.
The facility may be used in whole or in part entirely at the Registrant's
discretion, subject to an effective registration.
The matters discussed in this 8-K may include forward looking statements,
which are subject to various risks, uncertainties and other factors that could
cause actual results to differ materially from the results anticipated in such
forward looking statements. Such risks, uncertainties and other factors include
but are not limited to the governmental, economic, technological and competitive
risks detailed in the Registrant's reports on Forms 10-K and10-Q filed with the
Securities and Exchange Commission. The forward-looking statements are intended
to help shareholders and others assess the Registrant's business prospects and
should be considered together with all information available. They are made in
reliance upon the safe harbor provisions of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.
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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.
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(Registrant)
Date: February 26, 2004 By: /s/ Stephen M. Merrick
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Stephen M. Merrick, Senior Vice
President
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