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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) May 30, 2000
SPORTSNUTS.COM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-14477 87-0561426
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(State or other jurisdiction (Commission (IRS Employer
Incorporation) File Number) Identification No.)
The Towers at South Towne #2, Suite 550, 10421 South 400 West,
Salt Lake City, Utah 84095
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(Address of principal executive offices)
Registrant's telephone number, including area code (801) 816-2500
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(Former name or former address, if changed since last report.)
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Item 1. Change in Control of Registrant
Effective February 1, 2000, the Registrant sold and issued a promissory
note secured by certain tangible and intangible assets of the Registrant
("Note") in exchange for $450,000 in cash proceeds. As of May 30, 2000, the
balance of the Note, including interest as accrued, was convertible into
18,818,850 shares of Common Stock of the Registrant. On March 30, 2000, the
Registrant filed the Note and its accompanying Security Agreement ("Security
Agreement") with the Securities and Exchange Commission as an Exhibit to the
Registrant's annual report on Form 10-KSB for the year ended December 31, 1999.
Presently, the Registrant is in default with respect to the Note and risks
the sale and disposition of critical tangible and intangible assets comprising
the collateral under the Security Agreement. Effective May 30, in exchange for a
temporary forbearance of the Note holder to exercise its rights under the
Security Agreement, the Registrant amended the Note (hereafter, the "Amendment")
to grant voting rights to the holder of the Note with respect to the number of
shares reserved for issuance in the event of a conversion of the Note.
As of May 30, 2000, the Registrant had 18,698,360 shares of voting Common
Stock issued and outstanding. The Amendment gives the Note holder the right to
vote all 18,818,850 shares of Common Stock reserved for issuance from the
conversion of the Note, without requiring conversion thereof. The exercise of
these voting rights will enable the Note holder to take action with or without a
meeting of the stockholders, on any such items that would be voted upon by the
stockholders at a meeting duly called and convened under Delaware law,
including, without limitation, the election of the Board of Directors. A copy of
the Amendment is filed as an exhibit to this Form 8-K and will be provided to
any person upon written request to the Registrant.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 Amendment to Promissory Note issued by the Registrant and
SportsNuts.com, Inc. to Gardner Management Profit Sharing Plan
and Trust, dated February 1, 2000.
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.
SPORTSNUTS.COM INTERNATIONAL, INC.
Date: June 12, 2000 By /s/Kenneth Denos
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Kenneth Denos, Executive Vice President
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Amendment to Promissory Note issued by the
Registrant and SportsNuts.com, Inc. to Gardner
Management Profit Sharing Plan and Trust, dated
February 1, 2000.
