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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)
AUGUST 2, 2000 (AUGUST 2, 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) 306-3636
N/A
(FORMER NAME AND FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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OMNI NUTRACEUTICALS, INC.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
Page No.
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Item 5. Other Events 3
Item 7. Exhibits 4
Signature
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ITEM 5
OTHER EVENTS
a. On October 17, 2000, the Company announced 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 affected.
b. On October 18, 2000, the Company announced that its four largest
shareholder groups had agreed to lock-up a total of nearly 19 million shares.
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.
c. Also on October 18, 2000, the Company released a correction to its October
17, 2000 release that stated that it was 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." In connection with the last sentence above, the
Company's former independent auditors have notified the Company that they have
withdrawn their opinion on such statements.
d. On October 20, 2000 the Company announced 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.
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A copies of the press releases are attached hereto as an Exhibit.
ITEM 7
EXHIBITS
10.28 Press Releases-October 17, 18, 18, and 20, 2000.
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: November 2, 2000 By: /s/ KLEE IRWIN
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Klee Irwin
President and Chief Executive Officer
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