-----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, HxLajXECmLOqhlt7klYdL+rd8sTH9lP7k7jIEPi8r3u/V56D/MzNEJklW7T7AEJN lguarXDnSU5U6OH9YRMnHA== 0001169232-05-002975.txt : 20050611 0001169232-05-002975.hdr.sgml : 20050611 20050603170937 ACCESSION NUMBER: 0001169232-05-002975 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050603 DATE AS OF CHANGE: 20050603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELIV INTERNATIONAL INC CENTRAL INDEX KEY: 0000768710 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 371172197 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19932 FILM NUMBER: 05878400 BUSINESS ADDRESS: STREET 1: 136 CHESTERFIELD INDUSTRIAL BLVD STREET 2: P O BOX 405 CITY: CHESTERFIELD STATE: MO ZIP: 63006-0405 BUSINESS PHONE: 3145379715 MAIL ADDRESS: STREET 1: 136 CHESTERFIELD INDUSTRIAL BLVD STREET 2: P O BOX 405 CITY: CHESTERFIELD STATE: MO ZIP: 63006-0405 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN LIFE INVESTORS INC DATE OF NAME CHANGE: 19920315 8-K 1 d64163_8k.htm CURRENT REPORT

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): June 1, 2005

 

RELIV INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

1-11768

37-1172197

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

 

136 Chesterfield Industrial Boulevard, Chesterfield, MO

63005

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code

(636) 537-9715

 

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

 

Item No. 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On May 27, 2005, the Registrant purchased an aggregate of 535,008 shares of the common stock of the Registrant from three officers of the Registrant at the price of $9.50 per share, for an aggregate purchase price of $5,082,576. The number of shares purchased from each officer were as follows:

 

Robert L. Montgomery

245,533 shares

Chief Executive Officer,

 

Director

 

 

Carl W. Hastings

178,948 shares

Vice President, Director

 

 

Stephen M. Merrick

110,527 shares

Senior Vice President –

 

International Development,

 

General Counsel

 

 

Payment for the shares purchased was made on May 27, 2005.

 

The foregoing transactions were reviewed and negotiated by a Special Committee of independent directors of the Corporation who engaged and consulted with such legal and other advisors as they deemed appropriate and were recommended to the Board of Directors of the Registrant as being fair to the Registrant. The transactions were approved by the Board of Directors of the Registrant.

 

Item No. 9.01 – Exhibit

 

The following exhibit is attached.

 

Exhibit No.

Exhibit

 

99

Press Release Dated May 27, 2005, captioned “Reliv

 

 

International Purchases Common Stock from Officers”

 

 

2

 


 

 

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.

 

Reliv International, Inc.               

(Registrant)

 

 

 

Date:

June 3, 2005

By:

/s/ Steven D. Albright                 

 

Steven D. Albright

 

 

Chief Financial Officer

 

 

3

 


 EX-99 2 d64163_ex99.htm PRESS RELEASE

 

 

EXHIBIT 99

NEWS RELEASE

 

FOR FURTHER INFORMATION, CONTACT:

 

R. Scott Montgomery

Fred Nielson

Al Palombo

Senior Vice President

Investor Relations

Cameron Associates

(636) 537-9715

(636) 537-9715

(212) 554-5488

 

 

RELÌV INTERNATIONAL PURCHASES COMMON STOCK FROM OFFICERS

 

Officers Sell Portion of their Holdings for Tax Purposes and Other Obligations

 

CHESTERFIELD, MO, May 27, 2005 — Relìv International, Inc. (Nasdaq/NM - RELV), an international manufacturer and network marketer of nutritional supplements and food products, announced today that Reliv purchased an aggregate of 535,008 shares of its common stock from three officers at the price of $9.50 per share.

 

Reliv purchased 245,533 shares of its stock from Robert L. Montgomery, Chief Executive Officer, representing 6.2% of his holdings. The company also purchased 178,948 shares from Carl W. Hastings, Vice President and 110,527 shares from Stephen Merrick, Senior Vice President, representing 16.1% and 11.9% of each of these individuals’ holdings respectively. After the sale, Mr. Montgomery retained direct and indirect ownership of 23.8% of the outstanding shares of Reliv, Dr. Hastings 6% and Mr. Merrick 5.2%. The common stock of the Corporation closed yesterday on the Nasdaq National Market at $10.58 per share.

 

The sale of these shares to Reliv by these officers was made principally to provide funds to the selling shareholders for the payment of income taxes, arising in substantial part from the exercise of stock options, as well as other obligations.

 

These purchases were reviewed and negotiated by a Special Committee of independent directors of Reliv who engaged and consulted with legal and other advisors. The Special Committee negotiated a purchase price with the selling shareholders at a discount from the market price of the stock on the Nasdaq National Market and recommended the transaction to the Board of Directors as being fair to Reliv.

 

# # #

 

NOTE: This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Actual results could differ materially from those projected in the forward-looking statements, which involve a number of risks and uncertainties, including reliance on the Company’s network of independent distributors, government regulation of products, manufacturing and marketing, and the risk associated with international expansion. These statements and the other contents of this release should be considered in conjunction with the warnings and cautionary statements contained in Reliv’s most recent filings with the Securities and Exchange Commission on Forms 10-Q and 10-K.

 

 

4

 

 

 

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