-----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, Hte+RiJguNxDKOl0i9iyFmcZyrA2P1qER8qlwlH9sxCRMHBNy2ZOxcGCJ7cgsyOY T07va9B3zM4QLX0YPv3CYg== 0001104659-05-004909.txt : 20050209 0001104659-05-004909.hdr.sgml : 20050209 20050209150113 ACCESSION NUMBER: 0001104659-05-004909 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAY FRANK W II CENTRAL INDEX KEY: 0001079725 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1400 KEARNS BLVD 2ND FLOOR CITY: PARK CITY STATE: UT ZIP: 84060 MAIL ADDRESS: STREET 1: NUTRACETICAL INTERNATIONAL CORP STREET 2: 1400 KEARNS BLVD 2ND FL. CITY: PARK CITY STATE: UT ZIP: 84060 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: 05588338 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 SC 13G/A 1 a05-3117_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  5*)

 

Nutraceutical International Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

67060Y101

(CUSIP Number)

 

February 25, 1998

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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 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. 67060Y101

 

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
894,899 (1)

 

6.

Shared Voting Power 
None

 

7.

Sole Dispositive Power 
894,899 (1)

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
894,899 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.6% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

(1)           Includes, pursuant to Rule 13d-3(d)(1)(i) of the Act, 152,000 shares of common stock that may be purchased upon the exercise of stock options that have vested or vest within 60 days from February 9, 2005.

(2)           All of the percentages calculated in this Schedule 13G are based upon an aggregate of 11,580,504 shares of common stock outstanding as of February 9, 2005.

 

Item 1.

 

(a)

Name of Issuer
Nutraceutical International Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
1400 Kearns Boulevard
Park City, Utah 84060

 

Item 2.

 

(a)

Name of Person Filing
Frank W. Gay II

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

 

(d)

Title of Class of Securities
Common Stock, par value $.01 per share

 

(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 associations 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 of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not Applicable

 

3


 

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:

894,899

 

(b)

Percent of class:

7.6%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote

894,899

 

 

(ii)

Shared power to vote or to direct the vote

Not Applicable

 

 

(iii)

Sole power to dispose or to direct the disposition of   

894,899

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Not Applicable

 

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 five percent of the class of securities, check the following   o.

 

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

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

Not Applicable

 

4


 

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.

 

 

February 9, 2005

 

Date

 


/s/ Frank W. Gay II

 

Signature

 


Frank W. Gay II

 

Name/Title

 

5

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