Attached files
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| EX-99.1 - EXHIBIT 99.1 - NUTRITION 21 INC | v243770_ex99-1.htm |
UNITED STATES
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, 2011
NXXI INC.
(Exact name of registrant as specified in its charter)
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New York
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0-14983
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11-2653613
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(State or Other Jurisdiction of Incorporation)
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(Commission file Number)
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(IRS Employer Identification No.)
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| 4 Manhattanville Road, Purchase, New York | 10577 | |||
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Registrant's telephone number, including area code: (914) 701-4500
Nutrition 21, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01Regulation FD Disclosure
As previously disclosed, on August 26, 2011, Nutrition 21, Inc. (the “Company”), on its behalf and on behalf of its wholly-owned subsidiaries (together with the Company, the “Debtors”), filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (Case No. 11-23712) (the “Bankruptcy Case”).
Pursuant to an Amended and Restated Asset Purchase and Sale Agreement, dated as of November 1, 2011, entered into by and among the Company and Nutrition 21, LLC, as sellers, and N21 Acquisition Holding, LLC, as purchaser, relating to the sale of substantially all of the Debtors’ assets (the “Sale”) and the Bankruptcy Court’s order on November 18, 2011 granting the Debtors’ motion to approve the Sale, each of the Company and Nutrition 21, LLC changed its name and filed with the Bankruptcy Court a Notice of Change of Case Caption on November 30, 2011. Pursuant to such notice, each of the Company and Nutrition 21, LLC confirmed that it had changed its name by filing with the Secretary of State of the State of New York an amendment to its certificate of incorporation or articles of organization, as applicable. As a result, the Company is now known as “NXXI Inc.” and Nutrition 21, LLC is now known as “NXXI SUB LLC”.
The Company is required to provide monthly operating reports to the Office of the United States Trustee for the Southern District of New York (the “U.S. Trustee”) pursuant to the U.S. Trustee’s Operating Guidelines and Financial Reporting Requirements in effect for small business Chapter 11 cases. Such reports are also filed with the Bankruptcy Court.
On December 20, 2011, the Company filed with the Bankruptcy Court its monthly operating report for the period from November 1 through November 30, 2011 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference. Certain attachments to the Monthly Operating Report are not included as part of Exhibit 99.1. The Monthly Operating Report attached hereto as Exhibit 99.1 accordingly is not complete and is qualified in its entirety by reference to the full content of the Monthly Operating Report, which is available at the offices of the Bankruptcy Court and via the PACER system of the Bankruptcy Court at https://ecf.nysb.uscourts.gov.This Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 to Form 8-K, the information disclosed in this Item 7.01 and the related exhibits incorporated herein by reference shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section 18, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as may be expressly set forth by specific reference in such a filing.
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Cautionary Statement Regarding Financial Operating Data
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared and is not disclosed for the purpose of providing the basis for any investment decision relating to any securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Trustee and the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by the Company’s independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report contains information for periods that are shorter than or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. The Company undertakes no obligation to update or revise the Monthly Operating Report. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results and the Monthly Operating Report should not be used as a basis for making investment decisions regarding the Company’s securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements which are intended to fall within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “might,” “possible,” “potential,” “propose,” “seek,” “should,” “will,” “would” and other similar expressions generally identify (but are not the exclusive means of identifying) forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.
The forward-looking statements contained herein are based largely on the Company’s current expectations and assumptions and are subject to a number of risks and uncertainties, including without limitation: the process and outcome of the Bankruptcy Case; the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Bankruptcy Case; the Company’s ability to obtain Bankruptcy Court confirmation of and to consummate the First Amended Joint Chapter 11 Plan of Nutrition 21, Inc. et al. (the “Plan”); the effects of the Bankruptcy Case on the Company and the interests of various creditors, equity holders and other constituents; Bankruptcy Court rulings in connection with the Bankruptcy Case; the length of time the Company will operate under the Bankruptcy Case; risks associated with third-party motions in the Bankruptcy Case; the potential effects of the Bankruptcy Case on the Company’s liquidity or results of operations; increased legal costs relating to the Bankruptcy Case; risks and uncertainties identified in the Plan and a related amended disclosure statement; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended June 30, 2011, or that have not yet been identified by the Company’s management.
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Actual results could differ materially from the results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements contained in this Current Report on Form 8-K will in fact occur. The Company makes no commitment to revise or update any forward-looking statements to reflect any facts, events or circumstances after the date any such statement is made that may bear upon any forward-looking statements.
The foregoing and other factors, including the terms of any reorganization plan ultimately confirmed, may affect the value of the Debtors’ pre-petition liabilities and outstanding securities. Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities. In particular, the Company cautions that any trading in shares of the Company’s common stock during the pendency of the Bankruptcy Case will be highly speculative and will pose substantial risks. The Plan provides that no distributions will be made in respect of the Company’s common stock. Moreover, the Company expects that the currently outstanding shares of its common stock will be cancelled and extinguished following effectiveness of the Plan and in such event, the holders of the Company’s common stock will not be entitled to receive or retain any cash, securities or other property on account of their cancelled shares of common stock. As a result, the Company believes that its currently outstanding common stock has little, if any, value, and urges extreme caution with respect to any existing or future investments in its common stock.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Monthly Operating Report for the period from November 1 through November 30, 2011, filed with the United States Bankruptcy Court for the Southern District of New York
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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 hereto duly authorized.
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NXXI Inc.
f/k/a Nutrition 21, Inc.
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(Registrant)
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Date: December 22, 2011
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By:
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/s/ Michael A. Zeher
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Michael A. Zeher
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President & Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Monthly Operating Report for the period from November 1 through November 30, 2011, filed with the United States Bankruptcy Court for the Southern District of New York
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