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) APRIL 9, 2004
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HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
000-29245 65-0452156
(Commission File Number) (IRS Employer Identification No.)
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3750 Investment Lane, Suite 5, West Palm Beach, Florida 33407
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (561) 863-8446
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 12, 2004, Health & Nutrition Systems International, Inc. (the
"Company") issued a press release announcing that Chris Tisi will continue to
serve as Chief Executive Officer and President of the Company pursuant to a new
employment agreement effective as of January 1, 2004. A copy of the employment
agreement and the press release are attached hereto as Exhibit 10.1 and Exhibit
99.1, respectively, and each is incorporated herein by reference.
The employment agreement with Mr. Tisi is for a two year period and is effective
as of January 1, 2004. The agreement
o increases his base salary from $140,000 to $164,000;
o provides for a quarterly bonus of the sum of 5% of the increase in net
revenues compared to the prior quarter and 10% of the increase in net
income over the prior quarter. One third of the bonus is payable at the
conclusion of the applicable quarter; one third is payable on the
conclusion of the following quarter based on cumulative results for the
year through the end of such quarter compared to the prior year's year
to date results, and one third payable at year end based on a
comparison to the prior years results
o provides for the payment of the unpaid portion of his 2003 bonus
($162,271) and the incremental increase in his annual salary in 12
equal monthly installments beginning April 1, 2004
o provides for an annual grant of options to purchase 50,000 shares of
the Company's common stock under the 1998 Stock Option Plan
o provides for the payment of $275,000 in severance upon a change in
control of the Company if the Company terminates the agreement other
than for cause, unless the Company enters into an agreement regarding
his continued employment
o provides he will not compete with the Company for a one year period
after the termination of the contract (other than termination without
cause) in the wholesale distribution of sale in the United States to
retailers or intermediaries of products which directly or otherwise
significantly compete with products sold or distributed by the Company
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
10.1 Employment Agreement between Health & Nutrition Systems
International, Inc. and Chris Tisi,
dated as of January 1, 2004.
99.1 Press Release of the Registrant dated April 9, 2004.
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 hereunto duly authorized.
HEALTH & NUTRITION SYSTEMS
INTERNATIONAL, INC.
(Registrant)
By: /s/James A. Brown
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James A. Brown
Date: April 14, 2004. Chairman of the Board
Exhibit Index
Exhibit Description
Number
10.1 Employment Agreement between Health & Nutrition Systems
International, Inc. and
Chris Tisi, dated as of January 1, 2004.
99.1 Press Release of the Registrant dated April 9, 2004.