<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:
/ / Preliminary Information Statement
/X/ Definitive Information Statement
/ / Confidential for use of the Commission only (as permitted by Rule
14c-5(d)(2))
IRWIN NATURALS/4HEALTH, INC.
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
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 July 27, 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.
Klee Irwin, Margarethe Irwin and R. Lindsey Duncan, record holders of 20,977,401
shares of Common Stock, representing approximately 74.4% of the Common Stock
outstanding on the Record Date, have executed the Shareholders Consent as of
July 11, 1999, and, therefore, the Amendment has been approved by the holders of
the requisite number of shares of Common Stock. See "CERTAIN BENEFICIAL
OWNERSHIP OF SHARES."
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 August 20, 1999.
Management of the Company 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 that 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>
NUMBER OF
NAME(1) SHARES OWNED PERCENT OF CLASS
- ----------------------------------------------------------- --------------- -----------------
<S> <C> <C>
Klee Irwin(2) and Margarethe Irwin......................... 15,581,666(4) 49.21%
R. Lindsey Duncan(2)(3).................................... 6,270,870(4) 19.81%
James Jeffs(2)............................................. 42,500(4) * %
Jonathan Diamond(2)........................................ 42,500(4) * %
Louis Mancini(2)(3)........................................ 200,000(4) * %
Officers and Directors as a Group (5 persons).............. 22,137,536(4) 69.92%
</TABLE>
(1) The mailing address of each of the named individuals is:
c/o Irwin Naturals/4Health, Inc.
10549 West Jefferson Boulevard
Culver City, CA 90232
(2) Director
(3) Executive Officer
(4) Includes shares of Common Stock subject to options exercisable within 60
days
* Less than 1%.
By the order of the Board of Directors
By: /s/ R. LINDSEY DUNCAN
-----------------------------------------
R. Lindsey Duncan
CHAIRMAN
Culver City, CA
July 27, 1999
