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 3, 2001
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Health & Nutrition Systems International, Inc.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
0-29245 65-0452156
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(Commission File Number) (IRS Employer Identification No.)
3750 Investment Lane, Suite 5, West Palm Beach, Florida 33407
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (561) 863-8446
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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As previously disclosed, Health & Nutrition Systems International, Inc.
("HNSI") had filed a Complaint for Declaratory Relief in the Fifteenth Judicial
Circuit of Florida in Palm Beach County seeking a judicial determination
regarding the status of a large block of HNSI common stock. On December 3, 2001,
the parties reached a settlement which provides that HNSI will pay to the
defendants $75,000 in cash, $65,000 of which is personally guaranteed in equal
proportions by Christopher Tisi, President of HNSI, Steven Pomerantz, CEO of
HNSI, and Anthony Musso. In addition, Mr. Tisi and Mr. Pomerantz have agreed to
salary reductions in the amount of $18,750 each, and Mr. Musso has agreed to
provide services to HNSI in the amount of $18,750. HNSI will pay the $75,000 to
the defendants, $10,000 to be paid on or before December 24, 2001, $1,000 to be
paid on each of January 1, February 1 and March 1, 2002, and $4,000 to be paid
each month thereafter until paid in full. If the entire amount, other than the
$10,000 payment, is paid on or before June 30, 2002, a 10% discount will be
applied.
The settlement agreement also provides that 275,000 shares of HNSI
common stock will be delivered to EAI Partners, Inc., one of the affiliated
defendants. Of that amount, Tony Musso will transfer 115,000 shares beneficially
owned by him to EAI Partners, Inc. and Steven Pomerantz will transfer 115,000
shares beneficially owned by him to EAI Partners, Inc. Of the remaining 45,000
shares, 25,000 shares were previously issued by HNSI to EAI Partners, Inc., and
HNSI will issue the remaining 20,000 shares to EAI Partners, Inc.
In Note 5 of the Notes to Condensed Financial Statements in HNSI's Form
10-Q dated November 14, 2001, we disclosed that 325,000 shares were at issue in
the litigation. As a result of the settlement, only 20,000 of those shares will
be issued by HNSI to the defendants.
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 hereunto duly authorized.
HEALTH & NUTRITION SYSTEMS
INTERNATIONAL, INC.
By: /s/Christopher Tisi
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Christopher Tisi, President
Dated: December 10, 2001