DYNAMIC HEALTH PRODUCTS INC
8-K, 1999-12-08
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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) DECEMBER 8, 1999

                          DYNAMIC HEALTH PRODUCTS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

FLORIDA                              0-23031                      34-1711778
- -------------------------------   -------------               ----------------
(State or other jurisdiction of   (File Number)               (I.R.S. Employer
incorporation)                                               Identification No.)

6950 BRYAN DAIRY ROAD
LARGO,  FLORIDA                                                    33777
- -------------------------------                                  ----------
(Address of principal executive                                  (Zip Code)
offices)

        Registrant's telephone number, including area code: 727-544-8866

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         Effective November 26, 1999, Dynamic Health Products, Inc. ("the
Company"), a Florida corporation, sold all of the shares of capital stock of
Becan Distributors, Inc. ("Becan"), a wholly-owned subsidiary of the Company, to
Nutriceuticals.com Corporation ("Nutriceuticals"), a Nevada corporation. At the
closing, the Company received a total of $2,000,000 in cash and 2,000,000 shares
of common stock, $.001 par value, of Nutriceuticals. Additional consideration
consisted of 1,000,000 shares of common stock of Nutriceuticals, which shares
were placed in escrow pursuant to an escrow agreement, and which shares would be
issuable at a future date to the Company upon the attainment by Becan of certain
projected revenues and gross margins for the fiscal years ending March 31, 2000
and 2001.

         The sale was accomplished in accordance with the terms of an Agreement
and Plan of Reorganization dated September 8, 1999, by and between
Nutriceuticals and the Company. The number of shares of Nutriceuticals common
stock issued by Nutriceuticals in consideration of the shares of Becan common
stock was determined based upon the relative estimated value of each of the
companies and was approved by unanimous vote of the Board of Directors of the
Company, including the members of the Board of Directors of the Company who were
not affiliated with Nutriceuticals. Jugal K. Taneja continues to be the Chairman
of the Board of the Company and a Director of Nutriceuticals. William L. LaGamba
has resigned as Chief Executive Officer of the Company and continues to be a
Director of the Company, and has been appointed Vice President, Chief Operating
Officer, Secretary and Treasurer of Nutriceuticals.

         It was determined by Management of the Company that it would be in the
best interest of the Company and its shareholders to sell Becan to
Nutriceuticals to further certain of its business objectives, including without
limitation, providing additional working capital to the Company.

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits in accordance with the provisions of Item 601 of
                  Regulation S-K:

2        Agreement and Plan of Reorganization dated September 8, 1999, by and
         Between Nutriceuticals.com Corporation and Dynamic Health Products,
         Inc, the sole stockholder of Becan Distributors, Inc.(1)

- ----------

         (1)  Incorporated by reference to the Company's Current Report on Form
              8-K, dated September 14, 1999, file number 0-23031, filed in
              Washington, D.C.


                                   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 here unto duly authorized.


                                             DYNAMIC HEALTH PRODUCTS, INC.



Date:  DECEMBER 8, 1999                      /s/ KOTHA S. SEKHARAM
      -----------------                      -----------------------------------
                                             Kotha S. Sekharam, President


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