UNITED STATED
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) APRIL 22, 2004
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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)
000-29245 65-0452156
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(Commission File Number) IRS Employer Identification No.)
3750 Investment Lane, Suite 5, West Palm Beach, Florida 33404
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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 AND REGULATION FD DISCLOSURE
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On April 23, 2004, Health & Nutrition Systems International, Inc. (the
"Company") issued a press release announcing that the Company has elected to
reject the outstanding offer from TeeZee, Inc. to purchase substantially all of
its assets. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release of the Registrant dated April 23, 2004.
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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.
(Registrant)
By: /s/James A. Brown
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James A. Brown
Date: April 26, 2004. Chairman of the Board
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Exhibit Index
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Exhibit
Number Description
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99.1 Press Release of the Registrant dated April 23, 2004.
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Exhibit 99.1
HEALTH & NUTRITION SYSTEMS INTERNATIONAL INC. ANNOUNCES REJECTION
OF OFFER FROM TEEZEE INC.
FOR IMMEDIATE RELEASE
West Palm Beach, Florida, April 23, 2004. The Board of Directors of Health &
Nutrition Systems International Inc. (OTC Bulletin Board: HNNS NEWS) announced
today that the Company has elected to reject the outstanding offer from TeeZee,
Inc. to purchase substantially all of its assets. TeeZee Inc. is a Florida-based
company that was formed by Christopher Tisi, who currently serves as the Chief
Executive Officer of HNNS.
TeeZee Inc. previously entered into an agreement to acquire substantially all of
the assets of HNNS in exchange for the payment of $411,000 of which $375,000 was
to be paid in cash and $36,000 in the form of a promissory note, subject to
shareholder approval. TeeZee Inc. would also have assumed approximately $2
million of HNNS' debt. The Company terminated that agreement in February 2004.
The relevant fairness opinion was withdrawn because the Company restated its 3rd
quarter financial statements. TeeZee, Inc. had continued to keep its offer to
purchase open on substantially the same terms as those in the Agreement.
Mr. Tisi recently executed a two-year employment agreement, the terms of which
call for Mr. Tisi to serve as the Chief Executive Officer of the Company thru
December 31, 2005. The Board primarily based its decision as not in the current
best interest of the shareholders, the current market value of the Company's
shares, current operations, and Mr. Tisi's recent agreement to stay with the
company through December 31, 2005. In addition, the Board chose to afford itself
more time to consider strategic alternatives. The Board intends to continue to
consider strategic alternatives to increase shareholder value, which
alternatives may include the sale of our current business, a merger or other
combination with another enterprise, or both.
HNS develops and markets weight management products in over 25,000 health food
and drug store locations. The Company's products can be found in CVS, GNC,
Eckerd, Rite Aid, Vitamin Shoppe, Longs, Albertsons, Vitamin World, K-Mart,
Walgreen and Wal-Mart. The Company's HNS Direct division distributes to
independent health food stores, gyms and pharmacies. For more information,
visit: http://www.hnsglobal.com/.
This news release contains forward-looking statements, as that term is defined
in the Private Securities Litigation Reform Act of 1995 and is subject to the
safe harbor created by that act. These forward-looking statements concern the
Company's operations, economic performance and financial condition and are based
largely on the Company's beliefs and expectations. These statements involve
known and unknown risks, uncertainties and other factors that may cause actual
results to be materially different from any future results expressed or implied
by such forward-looking statements. Such factors and risks include, among
others, the factors described in the Company's filing with the Securities and
Exchange Commission, the recent terrorist attacks on the United States, possible
responses by the U.S. government, general economic conditions, consumer
confidence and changes in consumer preference, introduction of products that
compete with the Company's products, and the availability and deployment of
capital. Finally, recent government action and the surrounding publicity
regarding diet supplements has made it more difficult and expensive for us to
obtain and maintain product liability insurance for our products, and there is
no assurance that we will be able to maintain proper coverage in the future. The
risks and uncertainties related to our business are stated in more detail in the
Company's annual report on Form 10-KSB. These forward-looking statements are
made as of the date of this press release, and the Company assumes no obligation
to update the forward-looking statements or to update the reasons why the actual
results could differ from those projected in the forward- looking statements.
For more information, contact:
At the Company:
Mona Lalla, Director of Operations
Telephone: (561) 863.8446
Email: lallam@hnsglobal.com