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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): August 19, 1998
Nutrition For Life International, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-26362 76-0416176
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
9101 Jameel, Houston, Texas 77040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 460-1976
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Item 5. Other Events. The press release of the Registrant dated August 20,
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1998, which is filed as Exhibit 99.1 to this Form 8-K, is incorporated into this
Item 5 by this reference.
Item 7. Financial Statements And Exhibits.
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(c) Exhibits.
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Exhibit Index
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Exhibit
Number Description
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10.23 Agreement, dated August 19, 1998, among the Registrant, Kevin Trudeau
and K.T. Corp.
99.1 Press release dated August 20, 1998.
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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.
Date: August 21, 1998 NUTRITION FOR LIFE INTERNATIONAL, INC.
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By: /s/ David P. Bertrand
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David P. Bertrand
President
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EXHIBIT 10.23
This agreement is reached this 19th day of August, 1998 between Nutrition For
Life International ("NFLI") and Kevin Trudeau and K.T. Corp (collectively "KT").
For and in exchange for the mutual agreements of the parties set forth herein,
It is Agreed:
1. The parties acknowledge and agree to waive any conflict of interest arising
out of the involvement of David Bradford and the law firm of Jenner & Block in
facilitating and drafting this agreement.
2. NFLI and KT agree to mutually release each other from all claims up to the
date of this agreement and covenant not to sue each other for any conduct up to
the present date.
3. KT agrees that NFLI has terminated the distributorship of KT Corp. and the
October 1997 Agreement between KT and NFLI and has severed all business and
legal relations between them and KT agrees not to contest or challenge the same.
4. The parties agree that the public announcement to be made about this
agreement is attached hereto as Exhibit A and that neither will make public
comments that are misleading and KT will cooperate with NFLI in confirming that
this separation is consistent with the attached public announcement.
5. KT agrees that he will transfer any equity in Premier Publishing to Jules
Lieb.
6. NFLI agrees that it will buy back from KT his approximately 80,000 shares of
NFLI stock at the price of $5.50 per share and his approximately 40,000 warrants
at the price of $1.75 per share, said purchase to be consummated within 30 days.
7. KT agrees to honor the 9 month non-compete provisions of his October 1997
agreement.
8. KT agrees not to use any confidential information provided by NFLI to him or
Distributor Services, including but not limited to distributor lists, for any
purpose.
9. The parties agree to cooperate in implementing this agreement and to execute
any other documents which are reasonably necessary to implement this agreement.
10. This agreement can be executed in counterparts.
Agreed: Agreed:
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Kevin Trudeau and K.T. Corp by Nutrition For Life International, Inc. by
Kevin Trudeau its Chief Executive Officer
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EXHIBIT 99.1
On August 20, 1998 the Registrant issued the following press release:
"NUTRITION FOR LIFE INTERNATIONAL, INC.
ANNOUNCES TERMINATION OF KEY DISTRIBUTOR
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HOUSTON, Texas, August 20, 1998 Nutrition For Life International, Inc.
(Nasdaq/NMS:NFLI) today announced its decision to end its business relationship
with Kevin Trudeau, a key distributor, effective immediately. The decision
affects only Mr. Trudeau, and does not affect the status of any other
distributor in the Company's network, including distributors in Mr. Trudeau's
downline.
NFLI has entered into an agreement with Mr. Trudeau in which Mr. Trudeau has
agreed that the Company has terminated his distributorship and the October 1997
agreement between him and NFLI and that he will not contest these terminations.
No further compensation will be paid by NFLI to Mr. Trudeau and Mr. Trudeau will
comply with his nine month non-competition provision in the October 1997
agreement. The Company and Mr. Trudeau have also agreed that the Company will
purchase from Mr. Trudeau the approximately 80,000 shares of NFLI common stock
and approximately 40,000 common stock purchase warrants owned by him based on
the closing price of the NFLI stock on August 19, 1998. It has also been agreed
that statements by either party regarding this matter will be limited.
Nutrition For Life International, Inc. develops, markets and sells an
extensive product line of nutritional supplements and other consumer products
through its network of independent distributors. Currently the Company markets
its products in all 50 states, the District of Columbia, Canada, the United
Kingdom, the Republic of Philippines, Guam, and Puerto Rico.
Contact: David O. Rodrigue, Melissa Cromwell,
Chief Financial Officer Investor Relations
Nutrition For Life Nutrition For Life
International, Inc. International, Inc.
(713) 460-1976 (303) 814-0557
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This press release includes statements, other than historical fact, that may be
deemed forward-looking. Although management believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance such expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the Company's
expectations are disclosed in the Company's Securities and Exchange Commission
filings and include the potential effects of regulatory scrutiny and legal
proceedings, governmental regulation including interpretations of the FDA,
product acceptance and competition, competition in the recruitment and retention
of distributors and risks related to expansion into foreign markets.
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NFL166"
