-----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, CtUKL+g6KoEgzzC2wqn2YYQiPzIbfIyb8Pd49PX8dafR+CMfhrQ4B//z6L6SV+Np nexvXhjGVAE5dqUqDcPJPQ== 0001193125-04-093037.txt : 20040521 0001193125-04-093037.hdr.sgml : 20040521 20040521171238 ACCESSION NUMBER: 0001193125-04-093037 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRI SYSTEM INC /DE/ CENTRAL INDEX KEY: 0001096376 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 233012204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58605 FILM NUMBER: 04824937 BUSINESS ADDRESS: STREET 1: 202 WELSH RD CITY: HORSHAM STATE: PA ZIP: 19044 MAIL ADDRESS: STREET 1: 202 WELSH RD CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW SPRING VENTURES LLC CENTRAL INDEX KEY: 0001212459 IRS NUMBER: 233014041 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WEST ELM STREET STREET 2: SUITE 101 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 6105672391 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT 1 Schedule 13D Amendment 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

(Amendment No. 1)

 

 

 

 

NutriSystem, Inc.

(Name of Subject Company (Issuer))

 

 

COMMON STOCK

(Title of Class of Securities)

 

 

67069D 10 8

(CUSIP Number of Class of Securities)

 

 

NewSpring Ventures, L.P.

500 North Gulph Road, Suite 500

King of Prussia, PA 19406

Attn: Michael A. DiPiano

Managing Partner

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

With a copy to:

A. John May III, Esquire

Pepper Hamilton LLP

400 Berwyn Park

899 Cassatt Road

Berwyn, Pennsylvania 19312-1183

Telephone: (610) 640-7800

 

 

April 28, 2004

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box.  ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 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).

SCHEDULE 13D

 

CUSIP NO. 67069D 10 8   13D   Page 2 of 5

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

            NewSpring Ventures, L.P. (23-3014041)

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            WC

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Delaware

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

                0

  8.    Shared Voting Power

 

                15,313,500

  9.    Sole Dispositive Power

 

                4,791,408

10.    Shared Dispositive Power

 

                0

CUSIP NO. 67069D 10 8   13D   Page 3 of 5
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            15,313,500

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            53%

    
14.  

Type of Reporting Person (See Instructions)

 

            PN

    

 

CUSIP NO. 67069D 10 8   13D   Page 4 of 5

 

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed on December 20, 2002. The Schedule 13D is hereby amended and supplemented as follows:

 

Item 4. Purposes of the Transaction.

 

Item 4 of the Statement is hereby amended and supplemented to include the following:

 

In order to release HJM Holdings, LLC and NewSpring Ventures, L.P. from the terms and provisions of the Stockholders’ Agreement, including the contractual prohibitions on the sale and transfer of the Common Stock and any voting agreements, HJM Holdings, LLC and NewSpring Ventures, L.P. entered into the Termination of Stockholders’ Agreement, dated and effective as of April 28, 2004 (the “Termination”). A copy of the Termination is attached hereto as Exhibit 3 and incorporated herein by reference.

 

Item 12. Material to Be Filed as Exhibits.

Exhibit 1    Joint Filing Agreement dated December 30, 2002.*
Exhibit 2    Stockholders’ Agreement dated December 20, 2002 between HJM Holdings, LLC and NewSpring Ventures, L.P. *
Exhibit 3    Termination of Stockholders’ Agreement dated April 28, 2004 between HJM Holdings, LLC and NewSpring Ventures, L.P.

 

  * Denotes Exhibit has been previously filed with the Securities and Exchange Commission.

CUSIP NO. 67069D 10 8   13D   Page 5 of 5

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

 

NEWSPRING VENTURES, L.P.
By:  

Progress Capital II, L.P.,

its General Partner

    By:  

Progress Capital II, Inc.,

its General Partner

        /s/    Marc R. Lederman        
       
        Name:   Marc R. Lederman
        Vice President and Secretary

 

Dated: May 3, 2004

EX-3 2 dex3.htm TERMINATION OF STOCKHOLDERS' AGREEMENT DATED APRIL 28, 2004 Termination of Stockholders' Agreement dated April 28, 2004

EXHIBIT 3

 

TERMINATION OF STOCKHOLDERS’ AGREEMENT

 

This TERMINATION OF STOCKHOLDERS’ AGREEMENT (this “Termination”), is made as of April 28, 2004, by and among HJM Holdings, LLC, a Delaware limited liability company, having an address at 202 Welsh Road, Horsham, PA 19044, Attention: Michael J. Hagan, Facsimile: 215/706-5325 (the “LLC”) and NewSpring Ventures, L.P., a Delaware limited partnership, having an address at 500 North Gulph Road, Suite 500, King of Prussia, PA 19406, Attention: Managing Partner, Facsimile: 610/567-2388 (“NSV”; together with the LLC, collectively, the “Stockholders”).

 

RECITALS

 

WHEREAS, the Stockholders entered into that certain Stockholders’ Agreement (the “Stockholders’ Agreement”), dated as of December 20, 2002, to provide for certain rights and obligations related to, among other things, the voting of shares of Common Stock owned and controlled by each respective Stockholder.

 

WHEREAS, the Stockholders desire to terminate the Stockholders’ Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereto agree as follows:

 

1. Termination. Upon the Effective Date hereof, the Stockholders’ Agreement shall terminate and be of no further force and effect without any further action required by the Stockholders.

 

2. Severability. In case any provision of this Termination shall be invalid, illegal, or unenforceable, such provision shall be deemed to have been modified to the extent necessary to make it valid, legal, and enforceable. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

3. No Modification Except in Writing. None of the terms of this Termination may be modified, waived, altered, amended, supplemented, extended, consolidated, replaced, exchanged or otherwise changed except upon the prior written consent of each Stockholder.

4. Effective Date. This Termination shall be effective on the date set forth above and no additional act or notice shall be required, and if required, are hereby waived, under the Stockholders’ Agreement.

 

5. Miscellaneous.

 

  (a) This Termination constitutes the entire agreement among the parties concerning its subject matter.

 

  (b) This Termination shall inure to the benefit of and be binding upon the parties and their respective heirs, successors and assigns.

 

  (c) This Termination may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

  (d) This Termination has been duly authorized, executed and delivered by the parties hereto and constitutes a legal, valid and binding obligation of each party, enforceable against each party in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization, and other similar laws affecting creditors’ rights generally and to equitable principles relating to enforceability.

 

  (e) The construction, validity and interpretation of this Termination will be governed by the internal laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereto each hereby irrevocably (a) submits itself to the non-exclusive jurisdiction of the state and federal courts sitting in the State of Delaware and (b) waives the right and hereby agrees not to assert by way of motion, as a defense or otherwise in any action, suit or other legal proceeding brought in any court, any claim that it, he or she is not subject to the jurisdiction of such court, that such action, suit or proceeding is brought in an inconvenient forum or that the venue of such action, suit or proceeding is improper. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TERMINATION OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION AND ENFORCEMENT HEREOF.

 

  (f) Each party hereto also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in the following manner. All such notices and communications shall be in writing and shall be deemed given if delivered personally or by commercial overnight courier (with confirmation of receipt) or sent via facsimile to the parties at the address or facsimile number for such party as set forth herein. Notice given by telecopier shall be effective upon

 

2

actual receipt if received during the hours of 9 AM to 5 PM EST on a business day, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices by telecopier shall be confirmed promptly after transmission in writing by certified mail or personal delivery. Any party may change any address or facsimile number to which notice is to be given to it by giving notice as provided in this section of such change of address or facsimile number.

 

[Signatures commence on the following page]

 

3

IN WITNESS WHEREOF, the parties hereto have caused this TERMINATION OF STOCKHOLDERS’ AGREEMENT to be duly executed by their duly authorized representatives.

 

LLC:

 

HJM HOLDINGS, LLC

By:  

/s/    Michael J. Hagan

   

Name:

   Michael J. Hagan

Title:

   President

NSV:

 

NEWSPRING VENTURES, L.P.

By:

  

Progress Capital II, L.P.

its General Partner

   

By:

  

Progress Capital II, Inc.

its General Partner

       

By:

  

/s/    Marc R. Lederman

           
       

Name:

   Marc R. Lederman
       

Title:

   VP & Secretary
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