-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VVGMJNwf86gxhE6dxcB1vhnqtBaOgd9gw+F+4EU/3ZQ2VlOcA5OoDntwrlZyodF/ OBK+3AJkKLbtcCrvilUK2A== 0001079974-11-000065.txt : 20110125 0001079974-11-000065.hdr.sgml : 20110125 20110125125605 ACCESSION NUMBER: 0001079974-11-000065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110125 DATE AS OF CHANGE: 20110125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRACEUTICAL INTERNATIONAL CORP CENTRAL INDEX KEY: 0001050007 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 870515089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55297 FILM NUMBER: 11545870 BUSINESS ADDRESS: STREET 1: 1400 KEARNS BOULEVARD STREET 2: 2ND FLOOR CITY: PARK CITY STATE: UT ZIP: 84060 BUSINESS PHONE: 4356556000 MAIL ADDRESS: STREET 1: 1400 KEARNS BOULEVARD STREET 2: 2ND FLOOR CITY: PARK CITY STATE: UT ZIP: 84060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kiluva, S.A. CENTRAL INDEX KEY: 0001404690 IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PASAJE PEDRO RODRIGUEZ NO. 6 CITY: BARCELONA STATE: U3 ZIP: 08028 BUSINESS PHONE: 34-628-63-13-67 MAIL ADDRESS: STREET 1: PASAJE PEDRO RODRIGUEZ NO. 6 CITY: BARCELONA STATE: U3 ZIP: 08028 SC 13G/A 1 sc13g1_kiluva1242011.htm sc13g1_kiluva1242011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

(Amendment No. 1)*


Nutraceutical International Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

67060Y101
(CUSIP Number)

December 13, 2010
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant which this Schedule is filed:
 
o  Rule 13d-1(b)
 
ý  Rule 13d-1(c)
 
o  Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 17 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This filing is an amendment to the Schedule 13G filed with the Securities and Exchange Commission on February 17, 2009 by the reporting person and certain of its affiliates.  This filing indicates the termination of the reporting requirements of Kiluva, S.A. and Felix Revuelta under Rule 13d-1.

 

 
 

 
 
 
 
 CUSIP No. 67060Y101    13G/A  Page 2 of 10
 
 
 
 
   
1.
NAMES OF REPORTING PERSONS
Kiluva, S.A.
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)           ¨
 
(b)           þ
 
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5.           SOLE VOTING POWER
0
 
 
6.           SHARED VOTING POWER
163,577
 
 
7.           SOLE DISPOSITIVE POWER
0
 
 
8.           SHARED DISPOSITIVE POWER
163,577
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,577
 
 
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)¨
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
 
 
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 

 

 
 

 
 
 
 
 CUSIP No. 67060Y101    13G/A  Page 3 of 10
 
 
 
   
1.
NAMES OF REPORTING PERSONS
Felix Revuelta
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)          ¨
 
(b)          þ
 
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5.           SOLE VOTING POWER
0
 
 
6.           SHARED VOTING POWER
163,577
 
 
7.           SOLE DISPOSITIVE POWER
0
 
 
8.           SHARED DISPOSITIVE POWER
163,577
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,577
 
 
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)¨
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
 
 
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
 
 
 
 

 
 
 
 
 CUSIP No. 67060Y101    13G/A  Page 4 of 10
 

Item 1(a).  Name of Issuer:

The name of the issuer is Nutraceutical International Corporation.

Item 1(b).  Address of Issuer’s Principal Executive Offices:

The address of the issuer’s principal executive offices is 1400 Kearns Boulevard, 2nd Floor, Park City, UT 84060.

Item 2(a).  Name of Person Filing:

This Schedule 13G/A is filed by Kiluva S.A. (“Kiluva”) and Felix Revuelta.

Item 2(b).  Address of Principal Business Office or, if none, Residence:

The address of the principal business office for the reporting persons is Pasaje Pedro Rodriguez, No. 6, 08028 Barcelona (Spain).

Item 2(c).  Citizenship:

Kiluva is a corporation domiciled in Spain.  Felix Revuelta is a citizen of Spain.

Item 2(d).  Title of Class of Securities:

Common Stock, $0.01 par value.

Item 2(e).  CUSIP Number:

67060Y101

  Item 3.  If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)
o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________________________.

Not applicable.

 
 
 

 
 
 
 CUSIP No. 67060Y101    13G/A  Page 5 of 10
 
 

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)  Amount beneficially owned:

Kiluva beneficially owns directly 0 shares of common stock of the issuer, and beneficially owns indirectly 163,577 shares of common stock of the issuer as a result of its ownership of wholly owned subsidiary Finverki, S.L.U. (“Finverki”), which directly owns 163,577 shares.  Felix Revuelta beneficially owns indirectly 163,577 shares of common stock of the issuer as a result of his ownership interest in Kiluva.

(b) Percent of class:

1.5%

(c)  Number of shares as to which such person has:

(i)  Sole power to vote or to direct the vote:

Kiluva does not have sole power to vote or to direct the vote of common stock of the issuer.  Felix Revuelta does not have sole power to vote or to direct the vote of common stock of the issuer.

(ii) Shared power to vote or to direct the vote:

Kiluva may be deemed to have shared power to vote or to direct the vote of 163,577 shares of common stock of the issuer held by Kiluva’s wholly owned subsidiary: Finverki (holding 163,577 shares).  Felix Revuelta may be deemed to have shared power to vote or to direct the vote of 163,577 shares of common stock of the issuer as a result of his ownership interest in Kiluva.

(iii) Sole power to dispose or to direct the disposition of:

Kiluva does not have sole power to dispose or to direct the disposition of common stock of the issuer.  Felix Revuelta does not have sole power to dispose or to direct the disposition of common stock of the issuer.

(iv) Shared power to dispose or to direct the disposition of:

Kiluva may be deemed to have shared power to dispose or to direct the disposition of 163,577 shares of common stock of the issuer held by Kiluva’s wholly owned subsidiary: Finverki (holding 163,577 shares).  Felix Revuelta may be deemed to have shared power to dispose or to direct the disposition of 163,577 shares of common stock of the issuer as a result of his ownership interest in Kiluva.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following.  þ

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding 
Company or Control Person.
 
See Exhibit A. 
 
 
 

 
 
 
 CUSIP No. 67060Y101    13G/A  Page 6 of 10
 
 
Item 8.  Identification and Classification of Members of the Group.

Not applicable.

Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 
 
 
 

 

 
 CUSIP No. 67060Y101    13G/A  Page 7 of 10
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
   
 Dated: January 25, 2011  
KILUVA, S.A.
 
/s/ Felix Revuelta
 
Felix Revuelta
Chairman
   
 
/s/ Felix Revuelta
 
Felix Revuelta
   
   
   
 
 

 
 

 
 
 
 
 CUSIP No. 67060Y101    13G/A  Page 8 of 10
 


EXHIBIT INDEX
 
Exhibit A 
 
Identification of subsidiaries which acquired the security being reported on by the parent holding company.
   
Exhibit B   
Joint Filing Agreement.
 

                     
                   
 
 

 


 
 CUSIP No. 67060Y101    13G/A  Page 9 of 10
 

 



EXHIBIT A

IDENTIFICATION OF SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Housediet, S.L.U.
Finverki, S.L.U.
Kiluva Diet, S.A.


 
 
 

 
 
 
 CUSIP No. 67060Y101    13G/A  Page 10 of 10
 


EXHIBIT B

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G/A (including amendments thereto) with regard to the common stock of Nutraceutical International Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of January 25, 2011.


KILUVA, S.A.

/s/ Felix Revuelta                                                      
Felix Revuelta
 Chairman




/s/ Felix Revuelta                                                      
 Felix Revuelta








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