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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: July 21, 1998
Nutraceutical International Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-23731 87-0515089
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1400 KEARNS BOULEVARD, 2ND FLOOR
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PARK CITY, UTAH
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(Address of principal executive offices)
84060
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(Zip Code)
Registrant's telephone number, including area code: 435-655-6000
Not Applicable
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(Former name or address, if changed since last report)
Total No. of Pages: 3
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 20, 1998, Nutraceutical International Corporation
("Nutraceutical"), through its wholly-owned subsidiary Action Labs, Inc., a
Delaware corporation ("Action Labs"), acquired substantially all the assets and
assumed certain liabilities of Actions Labs, Inc., a New York Corporation
("Seller") (the "Acquisition"). The purchase price for the Acquisition was
$13.450 million in cash, plus the delivery of an unsecured note of Action Labs
in the principal amount of $200,000, which may be subject to certain
post-closing adjustments. The purchase price was funded with available cash and
proceeds available under Nutraceutical's credit facility. The purchase price was
arrived at following an arms-length negotiation.
Seller is a marketer and distributor of nutritional supplements. Action
Labs products are primarily marketed to health food stores and General Nutrition
Company stores via health food distributors and an exclusive telemarketing sales
force. Action Labs has a warehouse and offices in Long Island, New York.
Seller, along with certain members of its management and employees,
will provide transition services for up to 6 months after closing pursuant to
the terms of a Transition Services Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
Pursuant to the requirements of Rule 3-05 of Regulation S-X, financial
statements of the business acquired are not required to be included in this
filing and have therefore been omitted.
(b) Pro forma financial information.
Pro forma financial information is not required to be included in this
filing and has therefore been omitted.
(c) Exhibits.
Press Release dated July 21, 1998.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: July 21, 1998
NUTRACEUTICAL INTERNATIONAL CORPORATION
By: /s/ Leslie M. Brown, Jr.
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Leslie M. Brown, Jr.
Senior Vice President, Finance
and Chief Financial Officer
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Draft 7/21/98
FOR: NUTRACEUTICAL INTERNATIONAL CORPORATION
APPROVED BY: Bill Gay
Chairman and Chief Executive Officer
Nutraceutical International Corporation
(435) 655-6000
CONTACTS: Morgen-Walke Associates, Inc.
Carolyn Bass, Jim Byers, Doug Sherk
(415) 296-7383
FOR IMMEDIATE RELEASE Sandra Badurina, Karen Amlong
- --------------------- (212) 850-5600
NUTRACEUTICAL INTERNATIONAL CORPORATION
ANNOUNCES ACQUISITION OF
ACTION LABS, INC.
PARK CITY, Utah, July 21, 1998--Nutraceutical International Corporation (Nasdaq:
NUTR) announced today that it has acquired substantially all the assets of
Action Labs, Inc., a marketer and distributor of branded nutritional
supplements, for approximately $13.7 million in cash.
Headquartered in Long Island, N.Y., Action Labs, Inc. markets and
distributes a line of over 65 specialty supplements under the well-recognized
Action Labs(R) brand name. Action Labs, which was established in 1988, markets
its products through health food stores. As a specialty marketer of men's and
women's products, Action Labs emphasizes high-demand ingredients and ingredient
combinations. The Action Labs(R) product line includes such popular products as
Yohimbe PowerMax(TM) 2000, Action(TM) for Men and Super Fat Burning Formula(TM),
as well as other leading nutritional supplements, such as Ginkgo Biloba, St.
John's Wort and Saw Palmetto.
Bill Gay, Chairman and Chief Executive Officer of Nutraceutical
commented, "In keeping with our growth strategy, this acquisition will give us a
well-established brand name as well as additional market penetration in the
Eastern United States. We view the Action Labs brand and product portfolio as an
attractive addition to our already strong branded supplement business. We
believe this acquisition will be accretive to future earnings."
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[continued]
Nutraceutical is one of the nation's largest manufacturers and
marketers of quality branded products sold to health food stores. The Company
sells its branded products under the widely recognized Solaray(R), KAL(R),
NaturalMax(TM), VegLife(R), Premier One(R) and Solar Green(TM) brand names
directly to health food stores in the United States and internationally to
distributors and stores. In addition to branded products, Nutraceutical
manufactures premium bulk formulations for sale to other manufacturers and
marketers in the nutritional supplement industry.
The Securities and Exchange Commission (SEC) encourages companies to
disclose forward looking information so that investors can better understand a
company's future prospects and make informed investment decisions. Due to
changing market conditions, product competition, the nature of product
development, regulatory approval processes and the uncertainty associated with
acquiring additional businesses, the achievement of forward-looking statements
contained in this press release are subject to risks and uncertainties. For
further details and a discussion of these risks and uncertainties, see
Nutraceutical's SEC filings, including its most recent Form 10-Q dated May 15,
1998 and Prospectus dated February 19, 1998.
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