<PAGE>
EXHIBIT 10.28
PRESS RELEASE
SOURCE: OMNI NUTRACEUTICALS, INC.,
OMNI TO MAKE PRIOR PERIOD ADJUSTMENTS
LOS ANGELES, Oct. 17 /PRNewswire/ -- Omni Nutraceuticals, Inc. (Nasdaq: ZONE -
NEWS) announced today that it was in the process of finalizing certain
adjustments to previously reported results, which will require restatements of
prior periods.
During the third quarter of 2000, one of the Company's large customers claimed
it was entitled to certain allowances, deductions and credits. Upon review, it
was determined that these claims had been agreed to by the Company's former
management in the first quarter of 2000, and related principally to sales in
1999 and the beginning of 2000. It was also determined that certain previously
agreed upon deductions related to other customers for the same time periods were
not provided for by former management. The Company estimates the cumulative net
impact will approximate $3 million and is working with its current and former
independent accountants to finalize the adjustments and the periods effected.
Klee Irwin, CEO, stated, "In 1999 and early 2000, former management made
marketing and accounting decisions that have made it difficult for us to achieve
our turn-around goals this year as quickly as we had planned. But thanks to over
$1 million in recent financing from two of our vendors in the form of debt
conversions to equity, and an additional pending $3 million equity financing
transaction, our prospects for near term growth have not changed. These
accounting corrections to prior periods will be one of the final steps in
cleansing the Company of the management practices of the past."
Omni Nutraceuticals is a leading formulator and supplier of natural consumer
health products such as Diet System Six (R), Nature's Secret (R), Harmony
Formulas (R), Dr. Linus Pauling Vitamins (R), Inholtra (R) and 151 Bar (R). The
Company's products are sold in health food stores, chain drug stores,
supermarkets, club and convenience stores worldwide.
HealthZone.com is an Internet based e-tailer of supplements. This Internet
division, along with recent acquisitions HealthShop.com, SmartBasics.com sell
over 16,000 health related products to consumers around the globe.
Some information herein may be forward-looking and reflect management's view of
future events that involve risk or uncertainty. Some factors that could cause
actual results to differ materially include: economic conditions and
developments within the industry; competition and pricing pressures; length of
the sales cycle; and management continuity.
CONTACT: John Liviakis of Liviakis Financial Communications, Inc., 415-389-4670,
or fax, 415-389-4694, or http://[email protected].
Omni's corporate web site is at www.omninutra.com and Omni's primary e-commerce
web site is at www.healthshop.com.
SOURCE: OMNI NUTRACEUTICALS, INC.,
<PAGE>
PRESS RELEASE
SOURCE: OMNI NUTRACEUTICALS, INC.
IN VOTE OF CONFIDENCE, FOUR LARGEST SHAREHOLDER GROUPS LOCK-UP TWO THIRDS OF
OMNI STOCK; 20 MILLION SHARES
LOS ANGELES, Oct. 18 /PRNewswire/ -- Omni Nutraceuticals, Inc. (Nasdaq: ZONE -
NEWS) announced today that its four largest shareholder groups have agreed to
lock-up a total of nearly 19 million shares.
Klee Irwin, Omni's CEO, commented, "As the largest shareholder of the Company, I
do not believe that the current price of ZONE stock is in line with the true
value of the Company's worth and by actions taken today, our other largest
shareholders appear to share my view. In addition, management believes that the
upcoming growth initiatives will generate a renewed valuation and interest in
our stock that would make it illogical for these shareholders to sell in the
short term."
John Liviakis, a major personal shareholder of Omni stock and CEO
of the Company's investor relations firm also commented, "I have the utmost
confidence in the direction of current management and am not planning on
liquidating my stock at these low price levels. Even if the stock took a sharp
upturn, I still do not intend to sell my equity until the Company has fully
executed its growth plans for the year 2001".
The lock-up agreements expire on September 25, 2001, unless sooner terminated in
accordance with their terms and are between Global Capital, the principal market
maker of ZONE stock, the Company and members of four of the largest shareholder
groups including, Klee Irwin, R. Lindsey Duncan, the former Chairman of the
Board, John Liviakis, American Equities, LLC and Corporate Financial
Enterprises, Inc. Certain of the lock-up agreements have exclusions and each of
them contains requirements for their continued effectiveness. In exchange for
Mr. Duncan's lock-up, Global Capital has agreed to facilitate orderly sale
transactions on his behalf that will total, approximately $1 million over the
next six and a half months. If the stock price trades at above $6 and averages
500,000 shares a day for 20 consecutive trading days, Global Capital will help
Mr. Duncan facilitate the sale of an additional 500,000 shares. Klee Irwin's
agreement with Global Capital will allow him to sell a much smaller number of
his shares in orderly block sales if the market permits and only with the prior
written consent of Global Capital.
Omni Nutraceuticals is a leading formulator and supplier of natural consumer
health products such as Diet System Six (R), Nature's Secret (R), Harmony
Formulas (R), Dr. Linus Pauling Vitamins (R), Inholtra (R) and 151 Bar (R). The
Company's products are sold over the Internet and in health food stores, chain
drug stores, supermarkets, club and convenience stores worldwide.
Some information herein may be forward-looking and reflect management's view of
future events that involve risk or uncertainty. Some factors that could cause
actual results to differ materially include: economic conditions and
developments within the industry; competition and pricing pressures; length of
the sales cycle; and management continuity.
CONTACT: John Liviakis of Liviakis Financial Communications, Inc., 415-389-4670,
or fax, 415-389-4694, or [email protected]; Omni's corporate web site is
at www.omninutra.com and Omni's primary e-commerce web site is at
www.healthshop.com.
SOURCE: OMNI NUTRACEUTICALS, INC.
<PAGE>
PRESS RELEASE
CORRECTION -- OMNI NUTRACEUTICALS, INC.
IN SFTU166, OMNI (NASDAQ: ZONE) TO MAKE PRIOR PERIOD ADJUSTMENTS, MOVED
YESTERDAY, OCT. 17, WE ARE ADVISED BY A REPRESENTATIVE OF THE COMPANY THAT THE
SECOND PARAGRAPH, SIXTH LINE SHOULD READ "DEDUCTIONS RELATED TO OTHER CUSTOMERS
FOR THE SAME TIME PERIODS," RATHER THAN "DEDUCTIONS RELATED TO OTHER CUSTOMERS
FOR THE SAME TIME PERIODS WERE NOT PROVIDED FOR BY FORMER MANAGEMENT," AND THE
THIRD PARAGRAPH, FIRST LINE SHOULD READ "FORMER MANAGEMENT MADE DECISIONS"
RATHER THAN "FORMER MANAGEMENT MADE MARKETING AND ACCOUNTING DECISIONS." ALSO,
THE FOLLOWING SHOULD BE ADDED AS THE FOURTH PARAGRAPH, "UNTIL SUCH STATEMENTS
ARE ADJUSTED, NO RELIANCE SHOULD BE PLACED ON THE COMPANY'S 1999 FINANCIAL
STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1999 AND THE QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS
IN 1999 AND 2000." COMPLETE, CORRECTED RELEASE FOLLOWS:
OMNI TO MAKE PRIOR PERIOD ADJUSTMENTS
LOS ANGELES, Oct. 17 /PRNewswire/ -- Omni Nutraceuticals,
Inc. (Nasdaq: ZONE - NEWS) announced today that it was in the process of
finalizing certain adjustments to previously reported results, which will
require restatements of prior periods.
During the third quarter of 2000, one of the Company's large customers claimed
it was entitled to certain allowances, deductions and credits. Upon review, it
was determined that these claims had been agreed to by the Company's former
management in the first quarter of 2000, and related principally to sales in
1999 and the beginning of 2000. It was also determined that certain previously
agreed upon deductions related to other customers for the same time periods. The
Company estimates the cumulative net impact will approximate $3 million and is
working with its current and former independent accountants to finalize the
adjustments and the periods effected.
Klee Irwin, CEO, stated, "In 1999 and early 2000, former management made
decisions that have made it difficult for us to achieve our turn-around goals
this year as quickly as we had planned. But thanks to over $1 million in recent
financing from two of our vendors in the form of debt conversions to equity, and
an additional pending $3 million equity financing transaction, our prospects for
near term growth have not changed. These accounting corrections to prior periods
will be one of the final steps in cleansing the Company of the management
practices of the past."
Until such statements are adjusted, no reliance should be placed on the
Company's 1999 financial statements contained in the Company's annual report on
Form 10-K for the year ended December 31, 1999 and the quarterly reports on Form
10-Q for the quarters in 1999 and 2000.
Omni Nutraceuticals is a leading formulator and supplier of natural consumer
health products such as Diet System Six (R), Nature's Secret (R), Harmony
Formulas (R), Dr. Linus Pauling Vitamins (R), Inholtra (R) and 151 Bar (R). The
Company's products are sold in health food stores, chain drug stores,
supermarkets, club and convenience stores worldwide.
HealthZone.com is an Internet based e-tailer of supplements. This Internet
division, along with recent acquisitions HealthShop.com, SmartBasics.com sell
over 16,000 health related products to consumers around the globe. Some
information herein may be forward-looking and reflect management's view of
future events that involve risk or uncertainty.
Some factors that could cause actual results to differ materially include:
economic conditions and developments within the industry; competition and
pricing pressures; length of the sales cycle; and management continuity.
CONTACT: John Liviakis of Liviakis Financial Communications, Inc., 415-389-4670,
or fax, 415-389-4694, or http://[email protected].
Omni's corporate web site is at www.omninutra.com and Omni's primary e-commerce
web site is at www.healthshop.com.
SOURCE: OMNI NUTRACEUTICALS, INC.
<PAGE>
FRIDAY OCTOBER 20, 5:00 AM EASTERN TIME
PRESS RELEASE
SOURCE: OMNI NUTRACEUTICALS, INC.
RABOBANK BEGINS SELECTION PROCESS TO ASSIST OMNI NUTRACEUTICALS IN CHOOSING
STRATEGIC INVESTMENT PARTNER
LOS ANGELES, Oct. 20 /PRNewswire/ -- Omni Nutraceuticals, Inc. (Nasdaq: ZONE -
NEWS) announced today that Rabobank International, as the company's financial
advisor, has recently initiated its process of contacting parties that are
potentially interested in exploring strategic alternatives for Omni, which may
include recapitalizing the company, mergers or acquisitions.
Klee Irwin, Omni's CEO, commented, "Rabobank is utilizing its global network
to contact prospective strategic and financial partners that have a
significant presence or interest in our industry. Rabobank, in conjunction
with the company, has prepared an Information Memorandum which highlights our
strengths and future growth opportunities. Rabobank has already received
indications of interest from several strategic and financial investors and
merger candidates. We have engaged Rabobank to explore a wide array of
opportunities that may allow Omni to recognize a better value than our
current stock price indicates."
With more than $290 billion in assets and 110 offices worldwide, Rabobank is a
leading global financial institution specializing in the food and beverage
industry, including nutritional supplement companies. Rabobank is one of the
world's largest mergers and acquisitions business focused on this industry.
Omni Nutraceuticals is a leading formulator and supplier of natural consumer
health products such as Diet System Six(R), Nature's Secret(R), Harmony
Formulas(R), Dr. Linus Pauling Vitamins(R), Inholtra(R) and 151 Bar(R). The
company's products are sold over the Internet and in health food stores, chain
drug stores, supermarkets, club and convenience stores worldwide.
Some information herein may be forward-looking and reflect management's view of
future events that involve risk or uncertainty. Some factors that could cause
actual results to differ materially include: economic conditions and
developments within the industry; competition and pricing pressures; length of
the sales cycle; and management continuity.
CONTACT: John Liviakis of Liviakis Financial Communications, Inc., 415-389-4670,
or fax, 415-389-4694, or Email [email protected], Omni's corporate web site is
at www.omninutra.com and Omni's primary e-commerce web site is at
www.healthshop.com.
SOURCE: Omni Nutraceuticals, Inc
