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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
42216P 20 5
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(CUSIP Number)
Christopher Tisi
c/o Health & Nutrition Systems International, Inc.
3750 Investment Lane, Suite 5
West Palm Peach, FL 33404
(561) 863-8446
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 2003
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(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 ss.ss.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 ss.240.13d-7 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).
CUSIP No.: 42216P 20 5
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Christopher Tisi
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) - PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) - [ ]
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6. Citizenship or Place of Organization - United States Citizen
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7. Sole Voting Power - 618,788
Number of
Shares ------------------------------------------------------------------
Beneficially 8. Shared Voting Power - 0
Owned by
Each ------------------------------------------------------------------
Reporting 9. Sole Dispositive Power - 618,788
Person
With ------------------------------------------------------------------
10. Shared Dispositive Power - 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person - 618,788
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) - 15.3%
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14. Type of Reporting Person (See Instructions)
IN
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This Amendment No. 1 dated December 11, 2003 (the "Amendment") hereby
amends the disclosure of Christopher Tisi made in that Schedule 13D filed on
April 29, 2002 with Tony D'Amato and Steven Pomerantz.
Items 2, 4, 5, 6 and 7 are hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND
The identity and background of the reporting person on this Amendment is as
follows:
2(a)-(c) Christopher Tisi is the Chief Executive Officer, President and
Secretary of the Issuer, 3750 Investment Lane, Suite 5,
West Palm Beach, Florida 33404. Mr. Tisi is a United States
citizen.
ITEM 4. PURPOSE OF TRANSACTION
On November 19, 2003, Mr. Tisi entered into a Termination of
Shareholder's Agreement with Tony D'Amato pursuant to which Mr. Tisi
relinquished any and all of his rights to vote the shares of Common Stock of the
Issuer owned by Mr. D'Amato pursuant to the Initial Irrevocable Proxy and
Shareholders' Agreement, as amended, as originally described in the Schedule 13D
filed by Mr. Tisi on April 29, 2002.
Mr. Tisi currently has no voting agreements with respect to the Common
Stock.
On November 26, 2003, TeeZee, Inc., a Florida corporation solely owned
by Mr. Tisi, entered into a definitive agreement with the Issuer to purchase
substantially all of the assets of the Issuer (the "Transaction"). For more
details about the Transaction please refer to the Press Release of the Issuer
dated November 26, 2003 and the Asset Purchase Agreement by and between TeeZee,
Inc. and the Issuer dated November 26, which are attached hereto as Exhibits 1
and 2 respectively and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
According to the Issuer's most recent Form 10-QSB, the Issuer has
3,832,813 shares of Common Stock outstanding as of September 30, 2003.
Mr. Tisi has sole voting and dispositive power over 618,788 shares,
representing 15.3% of the Common Stock. His beneficial ownership includes
202,000 options which are exercisable within 60 days of the date of this
Agreement. Mr. Tisi does not have shared power to vote or to direct the votes of
any shares or shared power to dispose or to direct the disposition of any
shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as disclosed under Item 4, Mr. Tisi is not a party to any
contracts, arrangement, understandings or relationships with respect to the
Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No. Description
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1 Press Release of Issuer dated November 26, 2003 - Health & Nutrition
Systems International Inc. Announces Sale of Assets
2 Asset Purchase Agreement by and between TeeZee, Inc. and Issuer dated
November 26, 2003
3 Termination of Shareholders' Agreement among Tony D'Amato, Christopher
Tisi, and Health & Nutrition Systems International, Inc. dated November
19, 2003
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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Date: December 11, 2003
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Signature: /s/ Christopher Tisi
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Name: Christopher Tisi
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
EXHIBIT INDEX
No. Description
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1 Press Release of Issuer dated November 26, 2003 - Health & Nutrition
Systems International Inc. Announces Sale of Assets
2 Asset Purchase Agreement by and between TeeZee, Inc. and Issuer dated
November 26, 2003
3 Termination of Shareholders' Agreement among Tony D'Amato, Christopher
Tisi, and Health & Nutrition Systems International, Inc. dated November
19, 2003