SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ X / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
OMNI NUTRACEUTICALS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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OMNI NUTRACEUTICALS, INC.
5310 BEETHOVEN STREET
LOS ANGELES, CALIFORNIA 90066
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of Omni Nutraceuticals, Inc., a Utah corporation (the "Company"),
in connection with the prior receipt by the Board of Directors of approval by
written consent of the holders of a majority of the Company's Common Stock (the
"Voting Capital Stock") of a proposal (the "Proposal") to approve an amendment
(the "Amendment") to the Certificate of Incorporation to change the name of the
Company to "Healthzone.com, Inc."
The Board of Directors believes that it is advisable and in the best
interests of the Company to change the name of the Company to reflect its
proposed new business operating structure and plans.
This information statement is being first sent to stockholders on or about
April __, 2000. The Company anticipates that the Amendment will become
effective on or about May __, 2000.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTE REQUIRED
The vote which was required to approve the Proposal was the affirmative
vote of the holders of a majority of the Company's Voting Capital Stock. Each
holder of Common Stock is entitled to one (1) vote for each share held.
The record date for purposes of determining the number of outstanding
shares of Common Stock of the Company, and for determining stockholders entitled
to vote, is the close of business on April 17, 2000 (the "Record Date"), the day
on which the Board of Directors of the Company adopted the resolution setting
forth and recommending the Amendment. As of the Record Date, the Company had
outstanding 28,894,617 shares of Common Stock. Holders of the shares have no
preemptive rights. All outstanding shares are fully paid and nonassessable.
The transfer agent for the Common Stock is American Securities Transfer and
Trust, 938 Quail Street, Suite 101, Lakewood, CO 80215-5513.
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PROPOSAL TO CHANGE THE NAME OF THE COMPANY
GENERAL
On April 17, 2000, the Board of Directors approved, subject to stockholder
approval, an Amendment to the Company's Certificate of Incorporation to change
the name of the Company from Omni Nutraceuticals, Inc. to Healthzone.com, Inc.
On April 17, 2000, the Proposal was approved by written consent of a holders of
a majority of the Company's common stock.
The proposal will be effectuated by deleting ARTICLE I of the Company's
Articles of Incorporation 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: Healthzone.com, Inc."
APPROVAL OF NAME CHANGE
On April 17, 2000, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's Voting Capital Stock for
action by written consent the proposed amendment to Article I of the Company's
Certificate of Incorporation to change the name of the Company from Omni
Nutraceuticals, Inc. to Healthzone.com, Inc. The Board of Directors has fixed
the close of business on April 17, 2000 as the record date for the determination
of shareholders who are entitled to give consent and receive this information
statement. As of the Record Date, the Company had outstanding 28,894,617 shares
of Common Stock held by approximately 187 shareholders of record.
The Board of Directors believes that it is advisable and in the Company's
best interests that its name reflect the proposed new business of the Company,
which will be an internet based distribution of branded natural health, herbal
and nutritional supplements designed and formulated to address the dietary needs
of the general public. The name change is a logical, synergistic step toward
the Company's success in its proposed internet distribution of products.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 21 days
after this Information Statement has been distributed to the Company's
stockholders.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of each class of the Company's voting
securities as of March 31, 2000, by (a) each beneficial owner of more than 5% of
the Company's Common Stock, (b) the executive officers of the Company; (c) each
director of the Company and (d) all directors and executive officers of the
Company as a group. Except as otherwise indicated, each person has sole voting
and investment power with respect to all shares shown as beneficially owned,
subject to community property laws where applicable.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Amount and
Nature of
Title of Beneficial Percent of
Class Name and Address of Beneficial Owner Ownership (1) Class
- --------- ------------------------------------ ------------- ------
Common R. Lindsey Duncan 6,806,369 23.6%
Stock 1750 Chastain Parkway
Pacific Palisades, CA 90066 (1)(2)(3)(4)
Common Klee and Margareth Irwin 14,688,335 43.5%
Stock 7825 Veragua Drive
Playa del Rey, CA 90293
- ------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
Common Klee Irwin (5) See above
Stock
- ------------------------------------------
Common Louis Mancini (2) 0 0.0%
Stock
- ------------------------------------------
Common Christof Ballin (6) 15,000 *
Stock
- ------------------------------------------
Common Martin Sumichrast (7) 0 0.0%
Stock
- ------------------------------------------
Common Jonathan Diamond 25,000 *
Stock
- ------------------------------------------
Common Santos Panzarella 0 0.0%
Stock
- ------------------------------------------
Common Andrew Vollero (3) 25,000 *
Stock
- ------------------------------------------
Common Albert Kashani 0 0.0%
Stock
- ------------------------------------------
Common All Directors and Officers as a group (eight 21,559,704 74.6%
Stock persons)
</TABLE>
(1) Includes 405,839 shares of Common Stock owned by Cheryl Duncan, Mr.
Duncan's wife. Mr. Duncan disclaims beneficial ownership of such shares.
(2) Options have been cancelled pursuant to a termination agreement.
(3) Became a director of Omni Nutraceuticals effective October 8, 1999.
Includes 4,803,340 shares of common stock registered in the names of R. Lindsey
Duncan and Cheryl Wheeler over which Mr. Vollero exercises an irrevocable proxy.
(4) Served as an executive officer of Omni Nutraceuticals during 1999.
Resigned effective March 12, 2000.
(5) Resigned as an officer of Omni Nutraceuticals effective April 20, 1999.
Became Chief Executive Officer of the Company on March 12, 2000.
(6) Became a director on March 12, 2000.
(7) Became a director on March 12, 2000 and resigned from the board April
10, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Klee Irwin
Klee Irwin
President and Chief Executive Officer, Director
April 27, 2000
Los Angeles, California
