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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 19, 2000
HEALTHRITE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23016 13-3714405
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Ident. No.)
11445 Cronhill Drive, Owing Mills, Maryland 21117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410)-581-8042
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(Former name or former address, if changed since last report.)
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INSERTS TO HEALTHRITE FORM 8-K
Item 5. Other Events
On January 19, 2000, HealthRite, Inc. ("HealthRite") issued 552,757 shares
of its Series "B" Voting Preferred Convertible Stock (the "Series B Stock") in a
private placement to DS Capital Investors ("DS") at a purchase price of $1.00
per share.
375,000 shares of the Series B Stock were issued in the conversion of a
$375,000 secured loan from DS to Jason Pharmaceuticals, a HealthRite subsidiary.
The other 177,757 shares of the Series B Stock were issued in exchange for a
cash investment of $177,757 in HealthRite.
Each share of the Series B Stock has four votes, giving the 552,757
outstanding shares a total of 2,211,028 votes.
The Series B Stock is convertible into HealthRite common stock after
January 19, 2001 at a conversion price of the lesser of:
o 75% of the then market price of the common stock, or
o $.50 per share.
The Series B Stock is entitled to a cumulative dividend of 10% per annum,
payable at the time of conversion.
The shares of Series B Stock are restricted securities and do not have
registration rights.
HealthRite believes that the conversion of the bridge loan and the
additional capital investment in HealthRite was instrumental in restructuring
HealthRite's finances and avoiding the insolvency of its Jason Pharmaceuticals
subsidiary.
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Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibit is filed herewith:
99.1 Press release, dated February 10, 2000, of HealthRite, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHRITE, INC.
Dated: February 18, 2000
/s/ BRADLEY T. MACDONALD
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. Bradley T. MacDonald
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release, dated February 10, 2000, of HealthRite, Inc.
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FOR IMMEDIATE RELEASE
Contact: HealthRite (NASD OTC HLRT)
Bradley T. MacDonald, Chairman & Chief Executive Officer
(410) 581-8042, ext. 231
HEALTHRITE, INC. CONTINUES SUCCESSFUL RESTRUCTURING
AND FOCUS ON MEDIFAST CLINICAL SALES
Owings Mills, MD (February 10, 2000) Chairman of the Board, Bradley T.
MacDonald announces that, "The HealthRite restructuring continues and is showing
results. The Company expects to announce a two cent ($.02) per share profit in
the last quarter of 1999." Dramatically reduced expenses, the orderly
liquidation of Montana Naturals, debt reduction, reduced infrastructure costs
and vendor support has achieved operational efficiencies to maintain
profitability in the fourth quarter. In addition, "DS" Capital Investors
provided a bridge loan to Jason Pharmaceuticals, Inc., a subsidiary of
HealthRite, and have converted their investment of over half a million dollars
to Series "B" Preferred Convertible Stock, providing the Company with the
working capital to execute its "Teleweb" Medifastdiet.com and Lifestyles(TM)
Counseling Weight Management Programs. The Company renewed negotiations with
major nutraceutical companies to explore a joint venture with " "Medifast Take
Shape", its soy based, physician-recommended and clinically tested OTC product
"that reduces the risk of heart disease." Mr. Bill Hatcher, formerly a Corporate
Vice President with American Stores, has been retained as a Consultant to advise
the Company on its OTC repositioning.
HealthRite recently installed a new Windows NT relational data base with a
Teleweb interface. Its new web site Medifastdiet.com is operational and its
Teleweb Network Counseling Program, Lifestyles(TM) will be operational in 90
days. Susan Feldman, RN, M.S., Vice President of Sales, Cathy Ganssle B.S.,
M.S., Director of Marketing and Mary Jane Cash, Director Lifestyles are leading
the Company's sales and marketing efforts.
Rev. Donald Reilly, O.S.A., Ph.D. of SILOAM and Villanova University,
Michael C. MacDonald of Xerox and Scott Zion, formerly of Mead Johnson, have
helped guide the Company through its reorganization, while providing expert
advice on developing its new Internet-based business model.
Thanks to the Company's vendor partners, who worked with it, its dedicated
employees and its exceptional Board of Directors, HealthRite looks forward to a
profitable future.
Forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and uncertainties
detailed in the Company's filings with the Securities and Exchange Commission.
