SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
[ X ] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED JUNE 30, 1997
Date of Report (Date of earliest event reported) October 14, 1997
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Commission file number 0-18160
4HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Utah 87-0468225
(State of incorporation) (I.R.S. Employer Identification No.)
5485 Conestoga Court
Boulder, Colorado 80301
(Address of principal executive offices)
Registrant's telephone number: (303) 546-6306
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Not Applicable
(Former Name or Former Address, if changes since last report)
Item 5. Other Events
The Registrant's press release dated October 14, 1997, regarding its signing
of a letter of intent to merge.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1932, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Scott W. Lusk
Scott W. Lusk
Controller
Date: October 21, 1997
4HEALTH, INC. ANNOUNCES PROPOSED MERGER
BOULDER, Colorado -- 4Health, Inc. (NASDAQ:HHHH) announced today
that the Company has executed a letter of intent to enter into a
merger transaction with Irwin Naturals, Inc. ("INI"), a privately
held California corporation engaged in the nutritional supplement
business. INI maintains profitable distribution both
domestically and internationally. INI markets its products
through stores such as GNC, Wal-Mart and several thousand health
food stores. Included in INI's brand line up are market leaders
such as Dr. Linus Pauling Vitamins, Diet System 6 and the Irwin
Naturals line of products.
The merger, which is intended to qualify as a tax free
transaction and which will be accounted for using the "pooling of
interests" method of accounting, will result in INI becoming a
wholly owned subsidiary of 4Health in consideration of the
issuance of 15,750,000 restricted shares of 4Health common stock.
After the merger, the surviving company's name will be changed to
Irwin Naturals-4Health. The transaction is conditioned upon the
execution of a definitive merger agreement which will contain
customary representations and warranties and conditions to
closing which the parties currently anticipate will take place in
mid December.
"When we announce the details of the merger, the strength of
these combined companies will be immediately apparent. I believe
this merger will be very beneficial to 4Health shareholders,"
stated 4Health, Inc. President and Chairman of the Board R.
Lindsey Duncan.
4Health, Inc. is a leading formulator and supplier of herbal and
nutritional supplements. The Company offers three brand lines
under which its formulations are sold: Nature's Secret,
available in health food stores nationwide; Harmony Formulas,
sold through healthcare practitioners; and 4Health, marketed to
the food, drug and mass retail channel.
Disclosure Regarding Forward-Looking Information
This press release contains "forward looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All statements other than statements of historical facts
included in this press release, including, without limitation,
those regarding the Company's financial position, business
strategy, budgets, projected financial results, and plans and
objectives of management for future operations, are forward-
looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will
prove to have been correct.
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