<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
January 24, 2000
OMNI NUTRACEUTICALS, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
UTAH 0-18160 87-046822
- ---------------------------- ------------ -------------------
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5310 BEETHOVEN STREET
LOS ANGELES, CA 90066
----------------------------------------
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 253-5305
N/A
--------------------------------------------------------------
(Former Name and Former Address, if Changed Since Last Report)
<PAGE>
OMNI NUTRACEUTICALS, INC.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
<TABLE>
<CAPTION>
Page No.
<S> <C>
Item 5. Other Events ............................................. 3
Signature .......................................................... 4
</TABLE>
2
<PAGE>
ITEM 5. OTHER EVENTS
On December 23, 1999, a lawsuit was filed against the Company, the
Company's former President and Chief Executive Officer, Klee Irwin, and the
Company's current President, Louis Mancini, entitled DAVID MANDEL, JEFFREY D.
SEGAL AND GORDON D. BARKER V. OMNI NUTRACEUTICALS, INC., KLEE IRWIN, LOUIS
MANCINI AND DOES 1 THROUGH 50 (Superior Court of the State of California, County
of Los Angeles - Central District, Case No. BC222263). The lawsuit includes
various causes of action, including fraud, negligent misrepresentation,
misappropriation of trade secrets, unjust enrichment, unfair business practices
and violations of the Racketeer Influenced and Corrupt Organizations Act (RICO)
(under which triple damages have been claimed). The lawsuit is based on various
alleged claims, including that the plaintiffs, the sole shareholders of Health &
Vitamin Express ("HVE"), were fraudulently induced to enter into a merger
agreement pursuant to which HVE became a wholly-owned subsidiary of the Company
based on false representations of the defendants. The lawsuit does not specify
the amount of damages claimed. The Company believes that the claims made in the
lawsuit are without merit and that it has meritorious defenses to each claim.
The Company intends to vigorously defend itself against the lawsuit. Pursuant to
the terms of a Settlement Agreement dated October 8, 1999 by and among the
Company and Mr. and Mrs. Irwin, Mr. Irwin agreed to assume the defense of this
lawsuit and has indemnified the Company and its officers, directors and
shareholders from all uninsured liability incurred in connection therewith.
3
<PAGE>
SIGNATURE
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.
OMNI NUTRACEUTICALS, INC.
Date: January 24, 2000 By: /s/ Corey E. Fischer
---------------------------
Corey E. Fischer
Chief Financial Officer
4
