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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): August 25, 2000
Nutri/System, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28551 23-3012204
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
202 Welsh Road, Horsham, Pennsylvania 19044
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(Address of principal executive offices) (Zip Code)
(215) 706-5300
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(Registrant's telephone number, including area code)
nutrisystem.com inc.
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On August 25, 2000, nutrisystem.com inc. entered into an Asset Purchase
Agreement with Nestle USA, Inc. pursuant to which nutrisystem.com inc. acquired
certain assets relating to the Sweet Success(R) product line consisting
principally of inventory, certain books and records (including product recipes)
and the Sweet Success(R) registered trademark in exchange for 900,000
unregistered shares of nutrisystem.com inc. No manufacturing facilities or
employees were acquired. The purchase price was determined by arms' length
negotiations between nutrisystem.com inc. and Nestle USA, Inc. The Asset
Purchase Agreement is included as Exhibit 99.1 to this Form 8-K Report, and
reference is made to the Asset Purchase Agreement for further information. There
is no relationship between nutrisystem.com inc. or any director, officer,
affiliate or associate of nutrisystem.com inc. and Nestle USA, Inc. or any
director, officer, affiliate or associate of Nestle USA, Inc.
On August 28, 2000, nutrisystem.com inc. issued a press release reporting
its purchase of the Sweet Success(R) diet meal replacement product line. A copy
of the press release is included as Exhibit 99.2 to this Form 8-K Report.
Item 5. Other Events.
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On September 14, 2000, nutrisystem.com inc. changed its name to
Nutri/System, Inc.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired:
Not applicable
(b) Pro forma financial information:
Not applicable
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(c) Exhibits:
*99.1 Asset Purchase Agreement dated as of August 25, 2000 between
nutrisystem.com inc. and Nestle USA, Inc. and related
agreements
99.2 Press release of nutrisystem.com inc. dated August 28, 2000
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* Schedules omitted. Nutri/System, Inc. agrees to furnish supplementally
a copy of any omitted schedule to the Commission upon request.
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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.
Nutri/System, Inc.
By: /s/ Brian D. Haveson
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Brian D. Haveson,
President and Chief Executive Officer
Date: October 24, 2000
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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*99.1 Asset Purchase Agreement by and between Nestle USA, Inc. and
nutrisystem.com inc. dated August 25, 2000
99.2 Press release of Nutri/System, Inc. dated August 28, 2000
* Schedules omitted. Nutri/System, Inc. agrees to furnish supplementally a copy
of any omitted schedule to the Commission upon request.
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