-----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, Edhh3WVHIFLkOwh8Jph3vdkXWAOEedAPfJtIFokyWGZdXCQTdmfDndsHFvJDuSmO JysGvVRQeNa5pVTbiOa0Wg== 0000927356-99-001932.txt : 19991130 0000927356-99-001932.hdr.sgml : 19991130 ACCESSION NUMBER: 0000927356-99-001932 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRITION FOR LIFE INTERNATIONAL INC CENTRAL INDEX KEY: 0000913614 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 760416176 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50859 FILM NUMBER: 99765834 BUSINESS ADDRESS: STREET 1: 9101 JAMEEL RD STREET 2: STE 180 CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134601976 MAIL ADDRESS: STREET 1: 9101 JAMEEL RD STREET 2: STE 180 CITY: HOUSTON STATE: TX ZIP: 77040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REDDY PAILLA M CENTRAL INDEX KEY: 0001099792 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12 OLD SEARINGTOWN ROAD CITY: SEARINGTON STATE: NY ZIP: 11507 BUSINESS PHONE: 5163334483 SC 13D 1 SCHEDULE 13-D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 NUTRITION FOR LIFE INTERNATIONAL, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 670615202 (CUSIP Number) Pailla M. Reddy 51 Brooklyn Avenue Westbury, NY 11590 (516) 333-4483 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 1999 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Section 240.13d-7(b) 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). (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Pailla M. Reddy (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) ==================================================================== (3) SEC Use Only ___________________________________________________________ (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Permanent Resident of USA Number of (7) Sole Voting Power: 1,144,366 Shares Bene- ficially (8) Shared Voting Power: 0 Owned by Each (9) Sole Dispositive Power: 1,144,366 Report- ing Person (10) Shared Dispositive Power: 0 With: (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,144,366 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11): 16% (14) Type of Reporting Person (See Instructions): IN Item 1. Security and Issuer. (a) Name and address of principal executive offices of issuer: Nutrition For Life International, Inc. 9101 Jameel Houston, TX 77040 (b) Title and class of equity securities: Common Stock, $.01 par value (the "Common Stock") Item 2. Identity and Background. (a) Name of person filing: Pailla M. Reddy (b) Residence or Business Address: 51 Brooklyn Avenue Westbury, NY 11590 (c) Principal occupation: President, Bactolac Pharmaceutical Inc. 51 Brooklyn Avenue Westbury, NY 11590 (d) Criminal proceedings: The Reporting Person has not been, during the last five years, convicted in any criminal proceeding. (e) Civil Proceedings: The Reporting Person has not been, during the last five years, a party to any civil proceedings of a judicial or administrative body of competent jurisdiction as a result of which that person would have been subject to any judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State Securities laws or finding any violation with respect to such laws. (f) Citizenship: The Reporting Person is a permanent resident of the USA. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person acquired 96,831 shares of Series A Convertible Preferred Stock of the Issuer on November 17, 1999 in connection with the merger of Bactolac Pharmaceutical Inc. into a subsidiary of the Issuer. In connection with the merger, the Reporting Person entered into an Earnout Agreement with the Issuer pursuant to which he may acquire up to an additional 17,605.6 shares of Series A Preferred Stock if certain performance criteria are satisfied. Each share of Series A Preferred Stock will automatically convert into ten shares of Common Stock upon approval of conversion by the shareholders of the Issuer. Item 4. Purpose of the Transaction. See Item 3 regarding potential acquisition of additional securities of the Issuer. The Reporting Person expects to be nominated to be a director of the Issuer at the next meeting of the Issuer's shareholders. Item 5. Interests in Securities of the Issuer. (a) Number of shares beneficially owned: 1,144,366 shares of Common Stock. Percent of class: 16% (The Issuer has 5,808,595 shares of Common Stock outstanding based on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). (b) Rights with respect to the sole power to vote, direct the vote of, or dispose of shares: 1,144,366 (c) Recent transactions: Not applicable. (d) Rights with respect to dividends or sales proceeds: Not applicable. (e) Date of cessation of five percent beneficial ownership: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 29, 1999 /s/ Pailla M. Reddy ----------------- -------------------- Pailla M. Reddy -----END PRIVACY-ENHANCED MESSAGE-----