-----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, QLIOp2EzLrOVz5dszEh1/4hU0+hBwZox+lSsxP0t7BT5GgvRpzr8alJVvmxvS3ZC tpzaRhSEahwS58eoelOVcg== 0001016843-99-001210.txt : 19991209 0001016843-99-001210.hdr.sgml : 19991209 ACCESSION NUMBER: 0001016843-99-001210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMIC HEALTH PRODUCTS INC CENTRAL INDEX KEY: 0000949925 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 341711778 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23031 FILM NUMBER: 99770463 BUSINESS ADDRESS: STREET 1: 6950 BRYAN DAIRY ROAD STREET 2: STE 325 CITY: LARGO STATE: FL ZIP: 33777 BUSINESS PHONE: 8136280804 MAIL ADDRESS: STREET 1: 5905-A HAMPTON OAKS PARKWAY CITY: TAMPA STATE: FL ZIP: 33610 FORMER COMPANY: FORMER CONFORMED NAME: NU WAVE HEALTH PRODUCTS INC DATE OF NAME CHANGE: 19980410 FORMER COMPANY: FORMER CONFORMED NAME: DIRECT RX INC DATE OF NAME CHANGE: 19970820 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) DECEMBER 8, 1999 DYNAMIC HEALTH PRODUCTS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) FLORIDA 0-23031 34-1711778 - ------------------------------- ------------- ---------------- (State or other jurisdiction of (File Number) (I.R.S. Employer incorporation) Identification No.) 6950 BRYAN DAIRY ROAD LARGO, FLORIDA 33777 - ------------------------------- ---------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: 727-544-8866 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective November 26, 1999, Dynamic Health Products, Inc. ("the Company"), a Florida corporation, sold all of the shares of capital stock of Becan Distributors, Inc. ("Becan"), a wholly-owned subsidiary of the Company, to Nutriceuticals.com Corporation ("Nutriceuticals"), a Nevada corporation. At the closing, the Company received a total of $2,000,000 in cash and 2,000,000 shares of common stock, $.001 par value, of Nutriceuticals. Additional consideration consisted of 1,000,000 shares of common stock of Nutriceuticals, which shares were placed in escrow pursuant to an escrow agreement, and which shares would be issuable at a future date to the Company upon the attainment by Becan of certain projected revenues and gross margins for the fiscal years ending March 31, 2000 and 2001. The sale was accomplished in accordance with the terms of an Agreement and Plan of Reorganization dated September 8, 1999, by and between Nutriceuticals and the Company. The number of shares of Nutriceuticals common stock issued by Nutriceuticals in consideration of the shares of Becan common stock was determined based upon the relative estimated value of each of the companies and was approved by unanimous vote of the Board of Directors of the Company, including the members of the Board of Directors of the Company who were not affiliated with Nutriceuticals. Jugal K. Taneja continues to be the Chairman of the Board of the Company and a Director of Nutriceuticals. William L. LaGamba has resigned as Chief Executive Officer of the Company and continues to be a Director of the Company, and has been appointed Vice President, Chief Operating Officer, Secretary and Treasurer of Nutriceuticals. It was determined by Management of the Company that it would be in the best interest of the Company and its shareholders to sell Becan to Nutriceuticals to further certain of its business objectives, including without limitation, providing additional working capital to the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits in accordance with the provisions of Item 601 of Regulation S-K: 2 Agreement and Plan of Reorganization dated September 8, 1999, by and Between Nutriceuticals.com Corporation and Dynamic Health Products, Inc, the sole stockholder of Becan Distributors, Inc.(1) - ---------- (1) Incorporated by reference to the Company's Current Report on Form 8-K, dated September 14, 1999, file number 0-23031, filed in Washington, D.C. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned here unto duly authorized. DYNAMIC HEALTH PRODUCTS, INC. Date: DECEMBER 8, 1999 /s/ KOTHA S. SEKHARAM ----------------- ----------------------------------- Kotha S. Sekharam, President -----END PRIVACY-ENHANCED MESSAGE-----