Attached files
| file | filename |
|---|---|
| EX-10.08 - NUTRITION 21 INC | v170426_ex10-08.htm |
| EX-10.04 - NUTRITION 21 INC | v170426_ex10-04.htm |
| EX-99.1 - NUTRITION 21 INC | v170426_ex99-1.htm |
| EX-10.02 - NUTRITION 21 INC | v170426_ex10-02.htm |
| EX-10.07 - NUTRITION 21 INC | v170426_ex10-07.htm |
| EX-10.03 - NUTRITION 21 INC | v170426_ex10-03.htm |
| EX-10.05 - NUTRITION 21 INC | v170426_ex10-05.htm |
| EX-10.06 - NUTRITION 21 INC | v170426_ex10-06.htm |
| EX-10.01 - NUTRITION 21 INC | v170426_ex10-01.htm |
UNITED
STATES
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 29, 2009
NUTRITION
21, INC.
(Exact
name of registrant as specified in its charter)
|
New
York
|
0-14983
|
11-2653613
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
4
Manhattanville Road, Purchase, New York
|
10577
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (914) 701-4500
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 1.01
Entry into a Material Definitive Agreement.
Under
asset purchase agreements dated December 29, 2009, Nutrition 21, Inc. (the
"Company") and a wholly owned subsidiary on that date sold the assets of the
Company’s direct response and retail businesses to Nature’s Products, Inc. and
its affiliates. The buyers are based in Sunrise, Florida. The purchase price was
approximately $3.2 million plus the assumption of certain
liabilities. The Company applied a portion of the purchase price to
repay in full $2,724,158 due under notes that the Company issued in August
2006. The agreements contain representations, warranties and
indemnity obligations by the parties, as well as additional
covenants.
The
Company retained its ingredients business and its patent portfolio. The buyers
agreed to purchase their ingredients requirements from the Company.
The
foregoing description is only a summary of the relevant documents and is
qualified in its entirety by reference to the full text of these documents that
are filed as exhibits. A copy of the press release issued by the Company dated
December 30, 2009 is also filed as an exhibit.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
10.01
|
Form
of Asset Purchase Agreement between Nutrition 21, Inc. and a subsidiary
(Seller) and Nature’s Products, Inc. (Buyer) dated December 29,
2009
|
|
10.02
|
Form
of Asset Purchase Agreement between Nutrition 21, Inc. and a subsidiary
(Sellers) and Iceland Health, Inc. (Buyer) dated December 29,
2009
|
|
10.03
|
Form
of Supply Agreement between Nutrition 21, Inc. and Nature’s Products, Inc.
dated December 29, 2009. A portion of the Exhibit has been omitted
pursuant to a request for confidential treatment.
|
|
10.04
|
Form
of Patent License between Nutrition 21, Inc. and Nature’s Products, Inc.
dated December 29, 2009
|
|
10.05
|
Form
of Transitional Services Agreement between Nutrition 21, Inc. and a
subsidiary (Seller) and Nature’s Products, Inc. and Iceland Health, Inc.
(Buyer) dated December 29, 2009
|
|
10.06
|
Form
of Non-Competition Agreement between Nutrition 21, Inc. and Nature’s
Products, Inc. dated December 29, 2009
|
|
10.07
|
Form
of Non-Competition Agreement between Nutrition 21, Inc. and a subsidiary
(Nutrition 21) and Iceland Health, Inc. dated December 29,
2009
|
|
10.08
|
Form
of Escrow Agreement between Nutrition 21, Inc. and Iceland Health, LLC
(Seller) and Nature’s Products, Inc. and Iceland Health, Inc. (Buyer)
dated December 29, 2009
|
|
99.1
|
Press
Release, dated December 30, 2009, issued by Nutrition 21,
Inc.
|
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 hereto
duly authorized.
|
Nutrition
21, Inc.
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|||
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(Registrant)
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|||
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Date:
January 5, 2010
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By:
/s/
|
Michael A. Zeher
|
|
|
Michael
A. Zeher
|
|||
|
President
& Chief Executive Officer
|
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
10.01
|
Form
of Asset Purchase Agreement between Nutrition 21, Inc. and a subsidiary
(Seller) and Nature’s Products, Inc. (Buyer) dated December 29,
2009
|
|
10.02
|
Form
of Asset Purchase Agreement between Nutrition 21, Inc. and a subsidiary
(Sellers) and Iceland Health, Inc. (Buyer) dated December 29,
2009
|
|
10.03
|
Form
of Supply Agreement between Nutrition 21, Inc. and Nature’s Products, Inc.
dated December 29, 2009. A portion of the Exhibit has been omitted
pursuant to a request for confidential treatment.
|
|
10.04
|
Form
of Patent License between Nutrition 21, Inc. and Nature’s Products, Inc.
dated December 29, 2009
|
|
10.05
|
Form
of Transitional Services Agreement between Nutrition 21, Inc. and a
subsidiary (Seller) and Nature’s Products, Inc. and Iceland Health, Inc.
(Buyer) dated December 29, 2009
|
|
10.06
|
Form
of Non-Competition Agreement between Nutrition 21, Inc. and Nature’s
Products, Inc. dated December 29, 2009
|
|
10.07
|
Form
of Non-Competition Agreement between Nutrition 21, Inc. and a subsidiary
(Nutrition 21) and Iceland Health, Inc. dated December 29,
2009
|
|
10.08
|
Form
of Escrow Agreement between Nutrition 21, Inc. and Iceland Health, LLC
(Seller) and Nature’s Products, Inc. and Iceland Health, Inc. (Buyer)
dated December 29, 2009
|
|
99.1
|
Press
Release, dated December 30, 2009, issued by Nutrition 21,
Inc.
|