-----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, N7GHL5bRG6caUGLiPdvKtelMM7M/5LRtD1XNvlliV7DAcci0B9zfm+vhM2mANaPx zhWKBnELf8CwrlLl5Qly2Q== 0001104659-08-066613.txt : 20081029 0001104659-08-066613.hdr.sgml : 20081029 20081029164238 ACCESSION NUMBER: 0001104659-08-066613 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081029 DATE AS OF CHANGE: 20081029 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RELIV INTERNATIONAL INC CENTRAL INDEX KEY: 0000768710 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 371172197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48267 FILM NUMBER: 081148238 BUSINESS ADDRESS: STREET 1: 136 CHESTERFIELD INDUSTRIAL BLVD STREET 2: P O BOX 405 CITY: CHESTERFIELD STATE: MO ZIP: 63006-0405 BUSINESS PHONE: 636-537-9715 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Paul & Jane Meyer Family Foundation CENTRAL INDEX KEY: 0001363634 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4527 LAKE SHORE DRIVE CITY: WACO STATE: TX ZIP: 76710 BUSINESS PHONE: 972-788-5300 MAIL ADDRESS: STREET 1: 4527 LAKE SHORE DRIVE CITY: WACO STATE: TX ZIP: 76710 SC 13D/A 1 a08-27082_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

RELIV INTERNATIONAL, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

75952 R 100

(CUSIP Number)

 

Richard A. Tulli, Gardere Wynne Sewell LLP,

1601 Elm Street, Suite 3000, Dallas, Texas 75201, (214) 999-4676

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

 

October 22, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

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).

 


 

CUSIP No. 75952 R 100

 

 

1.

Names of Reporting Person

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Paul and Jane Meyer Family Foundation

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(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)     o

 

 

6.

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,327,655

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,327,655

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,327,655

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares *    o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.1%

 

 

14.

Type of Reporting Person *
CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

2


 

CUSIP No. 75952 R 100

 

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on March 21, 2008, as amended by the Amendment No. 1 to Schedule 13D filed with the Commission on July 30, 2008 (as amended, the “Statement”) by The Paul and Jane Meyer Family Foundation (the “Reporting Person”) regarding certain shares (“Shares”) of the common stock, par value $0.01 per share (“Common Stock”), of Reliv International, Inc., a Delaware corporation (the “Issuer”).  This Amendment reflects the Reporting Person’s sales of Shares in the open market through October 14, 2008, and its negotiated private sales of a total of 50,000 Shares to the Issuer on October 22, 2008 and October 28, 2008.

 

Item 4.

Purpose of Transaction.

 

 

Item 4 of the Statement is amended by adding the following paragraph to the end: 

 

The Reporting Person has determined, for its own investment purposes, to further reduce its ownership of Shares.  Accordingly, since September 30, 2008, the Reporting Person has from time to time effected sales of Shares in the open market, and on each of October 22, 2008 and October 28, 2008, it sold 25,000 Shares to the Issuer.

 

 

Item 5.

Interest in Securities of the Issuer.

 

 

 

Item 5 of the Original Schedule 13D is amended to read as follows:

 

(a)                                  At October 28, 2008, the Reporting Person beneficially owned 2,327,655 Shares, representing approximately 16.1% of the outstanding Common Stock of the Issuer.

 

The foregoing percentage is based on 14,523,097 shares of Common Stock outstanding, which is the number of shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2008, less the total 50,000 shares of Common Stock repurchased by the Issuer from the Reporting Person on October 22, 2008 and October 28, 2008.

 

(b)                                 The Reporting Person has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 2,327,655 shares of Common Stock.

 

(c)                                  Since (and including) May 29, 2008, the Reporting Person has not acquired any shares of Common Stock.  Since (and including) May 29, 2008, the Reporting Person has sold a total 252,031 Shares in open-market transactions on the NASDAQ Global Select Market, as follows:

 

Date of Sale

 

Number of Shares 
Sold

 

Sales Price Per Share

 

June 16, 2008

 

3,000

 

$

5.83

 

June 17, 2008

 

5,000

 

$

5.85

 

June 18, 2008

 

6,000

 

$

5.81

 

June 19, 2008

 

6,000

 

$

5.83

 

June 20, 2008

 

10,000

 

$

5.71

 

June 24, 2008

 

10,000

 

$

5.73

 

June 26, 2008

 

18,000

 

$

5.66

 

 

3


 

CUSIP No. 75952 R 100

 

Date of Sale

 

Number of Shares 
Sold

 

Sales Price Per Share

 

June 27, 2008

 

9,000

 

$

5.56

 

June 30, 2008

 

10,000

 

$

5.53

 

July 1, 2008

 

4,000

 

$

5.45

 

July 2, 2008

 

11,000

 

$

5.15

 

July 3, 2008

 

8,000

 

$

5.16

 

July 7, 2008

 

4,000

 

$

5.16

 

July 8, 2008

 

600

 

$

5.16

 

July 16, 2008

 

2,000

 

$

5.21

 

July 17, 2008

 

4,000

 

$

5.30

 

September 30, 2008

 

14,000

 

$

5.08

 

October 1, 2008

 

34,000

 

$

5.09

 

October 2, 2008

 

6,918

 

$

4.79

 

October 3, 2008

 

16,805

 

$

4.50

 

October 6, 2008

 

5,514

 

$

4.52

 

October 7, 2008

 

14,200

 

$

4.63

 

October 8, 2008

 

14,000

 

$

4.85

 

October 9, 2008

 

13,000

 

$

4.77

 

October 10, 2008

 

12,000

 

$

4.33

 

October 13, 2008

 

10,000

 

$

4.73

 

October 14, 2008

 

994

 

$

4.76

 

 

Since (and including) May 29, 2008, the Reporting Person also effected sales of Shares in three privately negotiated transactions.  On July 28, 2008, the Reporting Person sold to the Issuer 596,200 Shares for a total of $3,577,200 (i.e., $6.00 per Share). On October 22, 2008, the Reporting Person sold to the Issuer 25,000 Shares for a total of $118,750 (i.e., $4.75 per Share). On October 28, 2008, the Reporting Person sold to the Issuer 25,000 Shares for a total of $117,500 (i.e., $4.70 per Share).

 

(d)         Not applicable.

 

(e)         Not applicable.

 

4


 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

October 28, 2008

THE PAUL AND JANE MEYER FAMILY
FOUNDATION

 

 

 

 

 

By:

/s/ Terry Irwin

 

 

Terry Irwin, Vice President

 

5

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