10-K/A 1 form10ka.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year ended June 30, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to ________________________ . Commission File Number 0-14983 NUTRITION 21, INC. ------------------ (Exact Name of Registrant as Specified in its Charter) New York 11-2653613 -------------------------------------------- -------------------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 4 Manhattanville Road, Purchase, New York 10577-2197 (914) 701-4500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock (par value $.005 per share) ---------------------------------------- Title of Class Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety (90) days. Yes X No --------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the registrant's best knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X] The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $29,640,281 as of October 14, 2003. The number of shares outstanding of Registrant's Common Stock as of October 14, 2003: 37,986,988. This Amendment Number 1 is being filed to correct the Report of Independent Public Accountants at page F-2. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS Stockholders and Board of Directors Nutrition 21, Inc. We have audited the accompanying consolidated balance sheet of Nutrition 21, Inc. and subsidiary as of June 30, 2003, and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended. Our audit also included the 2003 consolidated financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nutrition 21, Inc. and subsidiary as of June 30, 2003, and their consolidated results of operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ J. H. COHN LLP Roseland, New Jersey September 26, 2003 F-2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NUTRITION 21, INC. By: /s/ Gail Montgomery Gail Montgomery, President, CEO and Director Dated: October 15, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below as of October 15, 2003 by the following persons on behalf of Registrant and in the capacities indicated. /s/ Gail Montgomery Gail Montgomery, President, CEO and Director /s/ John H. Gutfreund John H. Gutfreund, Chairman of the Board /s/ P. George Benson P. George Benson, Director /s/ Warren D. Cooper Warren D. Cooper Director /s/ Audrey T Cross Audrey T. Cross, Director /s/ Marvin Moser Marvin Moser, Director /s/ Robert E. Pollack Robert E. Pollack, Director /s/ Paul Intlekofer Paul Intlekofer, Chief Financial Officer