<PAGE>
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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +--------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| May 31, 1997 |
NOTIFICATION OF LATE FILING | Estimated |
|average burden|
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[ ] Form 10-Q [ ] Form N-SAR |response..2.50|
+--------------+
For Period Ended: September 30, 1997 +--------------+
------------------ | SEC File No. |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 0-26362 |
[ ] Transition Report on Form 11-K +--------------+
[ ] Transition Report on Form 10-Q +--------------+
[ ] Transition Report on Form N-SAR | CUSIP No. |
| 670615202 |
For the Transition Period Ended: ____________________________ +--------------+
[ Read Instruction (on back page) Before Preparing Form. Please Print or Type ]
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Nutrition For Life International, Inc.
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
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Form Name if Applicable
9101 Jameel, Suite 180
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Address of Principal Executive Office (Street and Number)
Houston, Texas 77040
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[X] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. See attachment.
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John R. Brown, Jr. 713 460-1976
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. See attachment.
================================================================================
Nutrition For Life International, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date December 29, 1997 By /s/ John R. Brown, Jr.
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Vice President-Finance
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
+----------------------------------ATTENTION-----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
+------------------------------------------------------------------------------+
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
<PAGE>
NUTRITION FOR LIFE INTERNATIONAL, INC.
Condensed Consolidated Statements of Operations
(in thousands)
<TABLE>
<CAPTION>
Year Ended
September 30,
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1997 1996
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<S> <C> <C>
Net sales $ 83,045 $ 97,404
Cost of sales 60,278 67,827
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Gross profit 22,767 29,577
Marketing, distribution and administrative
expenses 20,508 16,230
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Operating income 2,259 13,347
Other income (expense) (4,685) 648
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Income (loss) before income tax
expense (benefit) (2,426) 13,995
Income tax expense (benefit) (445) 5,290
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Net income (loss) ($ 1,981) $ 8,705
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</TABLE>
<PAGE>
PART III
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Due to the unanticipated illness and subsequent death of the father of
the Company's Principal Accounting Officer, which necessitated an unusual and
unanticipated absence of this individual from his duties with the Company, year-
end reconciliations and other work in connection with the preparation of the
financial statements to be included in the Form 10-K Report were delayed.
PART IV <3>
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There were two significant changes in results of operations between fiscal
1997 and 1996. These items have been previously reported in the Company's
quarterly reports on Form 10-Q.
Net loss for fiscal 1997 was $1,981,000 as compared to net income for
fiscal 1996 of $8,705,000. Included in other income (expense) in 1997 is a net
$5,535,000 charge for the settlement of class action lawsuits. $6,425,000 of
this charge was incurred and accrued during the Company's first quarter ended
December 31, 1996. An $890,000 credit was recorded in the fourth quarter ended
September 30, 1997, to recognize a change in the remaining estimated liability
for the class action lawsuits.
Net sales for fiscal 1997 declined 14.7% to $83,045,000 compared to
$97,404,000 in fiscal 1996. Management believes that the regulatory scrutiny
and legal proceeding initiated in fiscal 1996 and concluded in fiscal 1997 as
well as negative media reports were significant factors affecting distributor
recruitment and retention and sales efforts by distributors during fiscal 1997.
Although there was a net addition of approximately 11,100 distributors during
fiscal 1997, fewer new distributors elected to qualify promptly as executive
distributors. In addition, beginning in March 1997 new distributors could
qualify immediately as executive distributors for $500 rather than for $1,000.
