SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
July 8, 1999
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IVC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-23624 22-1567481
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(Commission file number) (IRS employer identification number)
500 Halls Mill Road, Freehold, New Jersey 07728
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(Address of principal executive offices)
Registrant's telephone number: (732) 308-3000
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ITEM 5. OTHER EVENTS
On July 8, 1999, shareholders of IVC Industries, Inc., at a special
meeting of shareholders, approved an eight-for-one reverse split of the common
stock of IVC Industries, Inc. The reverse split was effective July 8, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, IVC
Industries, Inc. has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
IVC INDUSTRIES, INC.
By: /s/ E. Joseph Edell
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E. Joseph Edell
Chairman of the Board and
Chief Executive Officer
Date: July 14, 1999
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EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
99.1 IVC Industries, Inc. Press Release, dated July 8, 1999. 4
99.2 Certificate of Amendment of Certificate of Incorporation 6
of IVC Industries, Inc., dated July 8, 1999.
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Exhibit 99.1
Thursday July 8, 3:33 p.m. Eastern Time
Company Press Release
Shareholders of IVC Industries, Inc. Approve an Eight for One Reverse Split
FREEHOLD, N.J.--(BUSINESS WIRE)--July 8, 1999--Shareholders of IVC Industries,
Inc. (NASDAQ:IVCO - news) approved an eight for one reverse split of the common
stock of the Company at a special meeting of shareholders held in New York City.
The reverse split will be effective today, July 8, 1999.
Commenting on this event, E. Joseph Edell, Chairman and Chief Executive Officer
of the Company, stated, "We believe this action, which should position our stock
at a price of approximately $5, will allow us to access the professional
financial community at a level not previously available." He continued, "We have
been reorganizing the operating and marketing thrust of our Company for several
months. Over the next few weeks, we anticipate being able to announce a number
of positive events which are the result of this plan. These events, together
with our new go-forward plan, will allow us to maximize the opportunities that
will be available to us because of the new price range of our stock."
IVC Industries, Inc. is engaged in the manufacturing, packaging and worldwide
sales and distribution of vitamins, nutritional supplements and over-the-counter
(non-prescription) pharmaceutical products, both tablet and liquid-filled form,
through drug stores, supermarkets and mass merchandising chains, as well as
health food stores, independent drug stores and the Company-owned retail stores
and mail order operation. Its products are distributed under the "Fields of
Nature," "LiquaFil," "Pine Bros.," "Rybutol," "Nature's Wonder," "Synergy Plus"
and "Vitamin Specialties" brands, as well as under the private brands (store
brands) of its retail chain store customers.
When used in this press release, the words "believe," "anticipate," "think,"
"intend," "will," "should" and similar expressions identify forward-looking
statements. In addition, other statements that provide more than historical
information may be deemed to constitute forward-looking statements. There are
important factors that could cause results to differ materially from those
anticipated by these forward-looking statements. These factors include risks and
uncertainties such as, among other things, beneficial or adverse trends in the
domestic market for vitamins and nutritional supplements, the gain or loss of
significant customers for the Company's products, the competitive environment in
the vitamin and nutritional supplement industry, and the enactment or
promulgation of new government legislation or regulation, as well as other risks
and uncertainties that may be detailed from time to time in IVC's reports filed
with the Securities and Exchange Commission.
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This release and prior releases are available on the KCSA Public Relations
Worldwide website at www.kcsa.com.
Contact:
IVC Industries, Inc.
Domenic N. Golato
Chief Financial Officer
(732) 308-3000
or
KCSA
Robert Giordano/Joseph Mansi/Sarah Shepard
(212) 682-6300, ext. 289/205/236
[email protected]/[email protected]/[email protected]
www.kcsa.com
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Exhibit 99.2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
IVC INDUSTRIES, INC.
Under Section 242 of the General Corporation Law
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IVC Industries, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), does hereby certify that:
FIRST: At a special meeting of shareholders held on July 8, 1999, an
appropriate majority of the holders of the shares of common stock entitled to
vote authorized the amendment of the Certificate of Incorporation so that the
Article thereof numbered "FOURTH" shall be read as follows:
"FOURTH: The Corporation shall have authority to issue 25,000,000 shares
of Common Stock of the par value of $0.08 per share and 2,000,000 shares
of preferred stock of the par value of $0.01 per share."
"Simultaneously with the effective date of the filing of this amendment to
the Corporation's Certificate of Incorporation (the "Effective Date"),
each share of common stock, par value $0.01 per share, of the Corporation
issued and outstanding or held as treasury shares immediately prior to the
Effective Date (the "Old Common Stock") shall automatically and without
any action on the part of the holder thereof, be reclassified and changed
into one-eighth of a share of common stock, par value $0.08 per share,
which the Corporation shall be authorized to issue immediately subsequent
to the Effective Date (the "New Common Stock"), and any fractional
interests resulting from such reclassification will be rounded up to the
nearest whole share. Each holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding shares of
Old Common Stock (the "Old Certificates") shall, from and after the
Effective Date, be entitled to receive upon surrender of such Old
Certificates to the Corporation's transfer agent for cancellation, a
certificate or certificates (the "New Certificates") representing the
shares of New Common Stock into which
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the shares of Old Common Stock formerly represented by such Old
Certificates so surrendered are reclassified under the terms hereof."
SECOND: The said amendment was duly adopted in accordance with provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have signed this Certificate this 8th
day of July, 1999.
IVC INDUSTRIES, INC.
By: /s/ E. Joseph Edell
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E. Joseph Edell
Chairman and Chief Executive Officer
Attest:
By: /s/ Domenic Golato
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Domenic Golato
Secretary
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