<PAGE>
SCHEDULE 14C
(RULE 14c-101)
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT
OF 1934 (AMENDMENT NO. )
CHECK THE APPROPRIATE BOX:
/X/ Preliminary Information Statement
/ / Definitive Information Statement
/ / Confidential for use of the Commission only
/ / (as permitted by Rule 14c-5(d)(2))
IRWIN NATURALS/4HEALTH, INC.
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(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14C-5(G).
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee previously paid with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PRELIMINARY COPY
IRWIN NATURALS/4HEALTH, INC.
10549 WEST JEFFERSON BOULEVARD
CULVER CITY, CALIFORNIA 90232
INFORMATION STATEMENT
This Information Statement is furnished in connection with a Written
Consent of Action of Shareholders (the "Shareholders Consent") of Irwin
Naturals/4Health Inc., a Utah corporation (the "Company"), to be executed by
the holders of a majority of the shares of the common stock, par value $0.01
per share (the "Common Stock"), of the Company issued and outstanding on
July 7, 1999 (the "Record Date"), approving an amendment (the "Amendment") of
the Company Articles of Incorporation to change the name of the Company from
"Irwin Naturals/4Health, Inc." to "Omni Nutraceuticals, Inc." (the "Name
Change").
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The Common Stock represents the sole class of the Company's outstanding
capital stock. This Information Statement is being mailed to shareholders of
the Company on or about __________, 1999.
The Company expects that the Shareholders Consent will be executed on or
before ___________, 1999.
The written consent of the holders of a majority of the shares of Common
Stock outstanding on the Record Date is required for approval of the
Amendment. The Company has been advised that Klee Irwin, Margarethe Irwin
and R. Lindsey Duncan, holders of 20,977,401 shares of Common Stock,
representing approximately 74.4% of the Common Stock outstanding on the
Record Date, intend to execute the Shareholders Consent, and therefore, the
Amendment will be approved by the holders of the requisite number of shares
of Common Stock, even if no other shareholder of the Company executes the
Shareholders Consent. See "CERTAIN BENEFICIAL OWNERSHIP OF SHARES."
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
Pursuant to Unanimous Written Consents of the Board of Directors of the
Company (the "Board") dated May 20, 1999 and June 25, 1999, the Board
unanimously approved the Name Change, the establishment of July 7, 1999 as
the record date for determining holders of the Common Stock eligible to
execute the Shareholders Consent, and in connection with the proposed Name
Change and subject to shareholder approval, an amendment to the Company's
Articles of Incorporation to change the name of the Company to "Omni
Nutraceuticals, Inc.", by deleting ARTICLE I in its entirety and inserting
in lieu thereof, a new ARTICLE I to read as follows:
"ARTICLE I
NAME
The name of the Corporation shall be: Omni Nutraceuticals, Inc."
REASONS FOR NAME CHANGE
Management has determined that the name "Omni Nutraceuticals"
exemplifies the best aspects of the Company in the rapidly evolving world of
natural nutrition. The Company has ambitious plans for the 21st century.
Achieving them necessitates the unification of the Company's divergent
subsidiaries, trademarks, and brands. The proposed name change is a logical,
synergistic step toward the Company's success as a unified company.
EFFECTIVE DATE
The Name Change will be effective when the Amendment is approved by the
holders of majority of the shares of Common Stock outstanding on the Record
Date, and Articles of Amendment setting forth the Amendment are filed with
the Division of Corporations and Commercial Code of the State of Utah, which
is expected to be on or before ___________, 1999.
The management does not know of any matters to be included in the
Shareholders Consent other than those mentioned above.
<PAGE>
CERTAIN BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth as of July 7, 1999, the number of shares
of the Company owned, directly or indirectly by (i) each person who owns of
record or who is known by the Company to own beneficially more than 5% of
such Common Stock, (ii) each of the executive officers and directors of the
Company, and (iii) all of the Company's officers and directors as a group.
<TABLE>
<CAPTION>
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Number of
Name (1) Shares Owned Percent of Class
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<S> <C> <C>
Klee Irwin (2) 15,565,000 55.3%
and Margarethe Irwin
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R. Lindsey Duncan (2)(3) 5,412,401 19.2%
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James Jeffs (2) - -
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Jonathan Diamond (2) - -
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Louis Mancini (2)(3) - -
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Officers and Directors as a 20,977,401 74.4%
Group (5 persons)
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</TABLE>
(1) The mailing address of each of the named individuals is:
c/o Irwin Naturals/4Health, Inc.
10549 West Jefferson Boulevard
Calver City, CA 90232
(2) Director
(3) Executive Officer
By the order of the Board of Directors
R. Lindsey Duncan
Chairman
Culver City, CA
______________, 1999
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