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 20, 2002
NUTRI/SYSTEM, INC.
(Exact Name of Registrant Specified in Charter)
Delaware 0-28551 23-3012204
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
202 Welsh Road
Horsham, Pennsylvania 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 706-5300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
On December 23, 2002, the Company announced that HJM Holdings LLC and NewSpring
Ventures, L.P. collectively acquired from existing stockholders 15,313,500
shares of Nutri/System, Inc. common stock (58.4% of the outstanding shares of
common stock) effecting a change in control of the Company in a transaction that
closed on December 20, 2002. The Company was not a party to the transaction. At
the closing, HJM Holdings acquired 10,522,092 shares of common stock for
$6,588,100 in cash and NewSpring Ventures acquired 4,791,408 shares of common
stock for $3,000,000 in cash. The common stock was acquired from Brian D.
Haveson (5,113,500 shares for $3,068,100), HPF Holdings, Inc. (8,200,000 shares
for $4,920,000), Donald R. Caldwell (100,000 shares for $80,000) and CRX
Investments I, L.P. (1,900,000 shares for $1,520,000). Michael E. Heisley is the
President and sole stockholder of HPF Holdings, Inc. Donald R. Caldwell is a
limited partner and Cross Atlantic Partners, Inc. is the general partner of CRX
Investments I, L.P. Mr. Caldwell is also the Chief Executive Officer and a
principal stockholder of Cross Atlantic Partners, Inc.
In connection with the transaction, Frederick C. Tecce and Michael E. Heisley
resigned from the board of directors of the Company. Michael Hagan, the
president of HJM Holdings, and Michael DiPiano, the Managing Partner of
NewSpring Ventures, were appointed to the board of directors, joining Brian D.
Haveson and Donald R. Caldwell. Also on December 20, 2002, Mr. Haveson resigned
as Chief Executive Officer and President of Nutri/System and the board appointed
Mr. Hagan as Chairman and Chief Executive Officer, and George Jankovic as
President and Chief Operating Officer.
A copy of the press release issued by the Company on December 23, 2002, is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Exhibits
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99.1 Press release dated December 23, 2002 announcing the change of control.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nutri/System, Inc.
By: /s/ James D. Brown
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James D. Brown
Chief Financial Officer
Dated: December 24, 2002
Exhibit Index
Exhibit Number Description
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99.1 Press release dated December 23, 2002 announcing the
change of control.