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NRDCQ CUSIP deleted today. EOM
drama
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): September 3 , 2008
Naturade, Inc.
(Exact name of registrant as specified in its charter)
Delaware
33-71606-A
23-2442709
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
2099 S. College Blvd., Suite 210, Anaheim, California
92806
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (714) 860-7600
Not Applicable
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)
o
Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
o
Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
Section 8 -
Corporate Governance and Management
Item 5.02 -
Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2008, the Company’s former Chief Operations Officer and Senior Vice-President of Sales Rick Robinette and former Chief Science Officer, Milso Sarcev caused to be filed an 8-K on behalf of the Company purporting to represent that they had removed Board members Adam Michelin, Steve Scott and Gary Cannon and a change of control of the Company had occurred in the form of a hostile take over. They are two of the three Board members of the controlling shareholder Redux Holdings, Inc. (“Redux”). The third Board member of Redux is Adam Michelin. Further on September 9, 2008, Mr. Robinette caused to be filed a Schedule 14C Information that pursuant to Delaware Business Corporation Law, Delaware Statutes Chapter 1 Sections 216 and 238, notice was given by written consent of the vote of the Board of the Controlling Shareholder of the removal of Mr. Michelin, Mr. Scott and Mr. Cannon from the Board of the Company, and appoint Rick Robinette as Company President. A dispute has arisen as to the validity of the actions taken by Mr. Robinette and Mr. Sarcev in that 1) the written consent provided to the Company’s counsel is not signed by the entire Redux Board and therefore deemed ineffective by the Company’s General Counsel as not meeting the requirements of written consent as defined under NRS 78.315 of the General Corporation Law of the State of Nevada and 2) the written consent purports to remove all the Board members including Michael L. Joncich and Robert A. Davies placed on the Company’s Board by order of the Bankruptcy Court under Section 7.4 of the Fifth Amended Joint Chapter 11 Plan of Reorganization (“Plan”), and cannot be so removed without either an order of the Court or until the repayment has been completed as contemplated by the Plan. A copy of the Action by Consent of the Board of Directors of Redux Holdings, Inc. is filed herewith. Further the Action by Consent of the Board of Directors of Naturade, Inc. terminating Mr. Michelin as the Company CEO and CFO, and Mr. Cannon as the Company Secretary and General Counsel is ineffectual as 1) it was not signed by all the Directors of Naturade, including Mr. Joncich and Mr. Davies, and 2) the document references the laws of the State of Nevada not of Delaware. The Company is a Delaware Company. A Copy of the Action By Consent of the Board of Directors of Naturade, Inc. is filed herewith.
The Parties are attempting to resolve all disputes.
9.2 Action by Consent of the Board of Directors of Redux Holdings, Inc., dated August 29, 2008
9.3 Action by Consent of the Board of Directors of Naturade, Inc., dated August 29, 2008
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.
Naturade, Inc.
(Registrant)
Date: September 11, 2008
By:
/s/ Adam Michelin
Adam Michelin,
Chief Executive Officer
http://pinksheets.com/edgar/GetFilingHtml?FilingID=6148740
should be getting an update soon- new date?
Naturade Updates Shareholders Regarding 6 to 1 Reverse Stock Split and Redux Holdings Asset Acquisition
Naturade, Inc. (OTCBB: NRDCQ) announced today that the Company's Board of Directors has approved a change to the effective date for determining shareholders of record regarding its previously announced 6 to 1 reverse stock split to better align with the closing of the recently announced Memorandum of Understanding to purchase the assets of Redux Holdings, Inc. (PINKSHEETS: RDXH). The reverse stock split will remain 6 to 1 and the exchange will remain a mandatory exchange payable upon surrender.
The effective date to determine shareholders of record was originally scheduled for March 14, 2008, although the stock has continued to trade on a pre-reverse stock split basis, due to technical difficulties in effecting the reverse stock split. The effective date will be moved to a future date to reduce expenses and confusion. Rather than complete the 6 to 1 reverse stock split immediately, followed by the subsequent acquisition of the Redux Holdings, Inc. ("Redux") assets and subsidiaries, Naturade will combine the effective date of the reverse stock split to occur in conjunction with the closing of the transaction between Naturade and Redux, subject to regulatory approval. The change will result in lower costs to both companies as the process will be simplified from two separate steps into a single transaction and will reduce confusion by avoiding the need to change CUSIP numbers twice.
The new effective date for determining shareholders of record is expected to be the close of business on Friday, April 25, 2008; however the Company will confirm the actual date by press release and a filing with the SEC ("Revised Effective Date"). Naturade will continue to trade on a pre-split basis under its current trading symbol until the close of trading on the Revised Effective Date. On the first business day following the Revised Effective Date, it is expected that the stock will begin trading under a new symbol to be assigned by NASDAQ.
As previously announced, Naturade signed a nonbinding Memorandum of Understanding with Redux Holdings, Inc., the Company's controlling shareholder, to enter into a definitive agreement to purchase most of the assets and all of the liabilities of Redux for a yet to be determined amount of the Company's restricted common shares. The transaction will be treated as a corporate reorganization as defined by Section 368 of the Internal Revenue Code. The Company expects to have the definitive agreement executed and the closing occur concurrent with the Revised Effective Date.
It is expected that on the first business day following the Revised Effective Date, new trading symbols will be assigned to both Naturade and Redux; and Naturade will be re-named Redux Holdings, Inc. To permit the corporate name of Naturade to be changed to Redux Holdings, the previous Redux Holdings will be re-named MSR Holdings, Inc.
All analysts, media, institutional and investor questions should be directed to First Capital Investors at 321-221-2910. Additional investor information, including an investor fact sheet, is available for download at www.firstcapitalinvestors.com/rdxh.html.
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade's products can be found in over 34,000 retail locations including: health food stores and natural foods supermarkets, as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
"SAFE HARBOR"
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended and such section 21E of the Securities Act of 1934, amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
Contacts:
Investor Relations
First Capital Investors, Inc.
Email Contact
(321) 221-2910
Source: Marketwire (March 26, 2008 - 4:01 PM EDT)
CHECK OUT THIS
So Naturade is going to acquire all the assets and operations of Redux?
But Redux owns Naturade ... what is the purpose of this deal?
Redux has about 32.6 million total shares outstanding. Naturade, once the 1-for-6 reverse split is complete, will have about 32.8 million total shares outstanding. Redux owns about 30.2 of the 32.8 million shares in Naturade. When the assets go over to Naturade, Naturade will give shares of restricted stock to Redux as compensation. Once the restriction can be lifted from those shares (I expect it will be about 6 months), they will be distributed to Redux shareholders. Once the deal is complete, Naturade will be renamed "Redux Holdings" and Redux will become something else.
In a nutshell here is what I perceive as happening. For each share of RDXH that we own, we will receive 0.9251 shares of NRDCQ when it is distributed. Additionally, we will continue to own the existing shares of RDXH (and some additional shares of NRDCQ that are held there). I expect that NRDCQ will become competively priced with the current price of RDXH, split adjusted. Once they are roughly equivalents, they should theoretically "trade together" until the assets are over and the shares have been distributed.
Once all of the assets are distributed, the only thing left in Redux will be the NRDCQ restricted shares. Once those shares are distributed in about 6 months (my guess) then the current Redux corporate structure could be used for another company to become public as it will no longer have any assets.
Why do all of this? Well, here is my thoughts. Naturade has just been through bankruptcy and everything there is looking very bright as they have a cleaned up set of financials and they are profitable. Additionally, Naturade is a reporting company trading on the OTCBB. This method provides a swift move for Redux to become a reporting company to the SEC and get all of the corporate assets trading under a single public platform.
For me, as soon as NRDCQ (split adjusted) is within 15% of the value of RDXH, I like RDXH as the investment. Investors in RDXH will receive 0.9251 shares of NRDCQ, with some additional shares to follow when the restriction is lifted. Additionally, it provides a bit of "free diversification" opportunity as the remainder shares of RDXH will most likely be used in a future deal once the NRDCQ restricted shares have been distributed.
I am glad to see that Naturade is doing well. I am also glad to see that Redux Holdings is back on the warpath for acquistions. When I listen to Adam Michelin's interview at CEO Cast (March 24, 2008) I get the idea that Adam is working on some other deals.
I handle IR and Capital Markets Advisory issues for Redux Holdings and they recently authorized an updated Investor Brochure. In this document, Adam discusses a new acquistion target identified only as "Target R". This future component of Redux nearly doubles the top line revenue figure and is right in line of where Adam has historically called his "sweet spot" for deal flow ... companies with revenues in the $30-$50 million range.
Should be interesting to see what happens here as new investors become aware of these stocks. In my opinion, things are certainly pointing in the right direction.
DISCLOSURE: I am a large holder of Redux stock as I assisted Redux in becoming a public entity back in 2006. I continue to work with the Company on IR and Capital Markets Advisory issues and receive compensation for my services.
Naturade Updates Shareholders Regarding 6 to 1 Reverse Stock Split and Redux Holdings Asset Acquisition
Wednesday March 26, 4:00 pm ET
ANAHEIM, CA--(MARKET WIRE)--Mar 26, 2008 -- Naturade, Inc. (OTC BB:NRDCQ.OB - News) announced today that the Company's Board of Directors has approved a change to the effective date for determining shareholders of record regarding its previously announced 6 to 1 reverse stock split to better align with the closing of the recently announced Memorandum of Understanding to purchase the assets of Redux Holdings, Inc. (Other OTC:RDXH.PK - News). The reverse stock split will remain 6 to 1 and the exchange will remain a mandatory exchange payable upon surrender.
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The effective date to determine shareholders of record was originally scheduled for March 14, 2008, although the stock has continued to trade on a pre-reverse stock split basis, due to technical difficulties in effecting the reverse stock split. The effective date will be moved to a future date to reduce expenses and confusion. Rather than complete the 6 to 1 reverse stock split immediately, followed by the subsequent acquisition of the Redux Holdings, Inc. ("Redux") assets and subsidiaries, Naturade will combine the effective date of the reverse stock split to occur in conjunction with the closing of the transaction between Naturade and Redux, subject to regulatory approval. The change will result in lower costs to both companies as the process will be simplified from two separate steps into a single transaction and will reduce confusion by avoiding the need to change CUSIP numbers twice.
The new effective date for determining shareholders of record is expected to be the close of business on Friday, April 25, 2008; however the Company will confirm the actual date by press release and a filing with the SEC ("Revised Effective Date"). Naturade will continue to trade on a pre-split basis under its current trading symbol until the close of trading on the Revised Effective Date. On the first business day following the Revised Effective Date, it is expected that the stock will begin trading under a new symbol to be assigned by NASDAQ.
As previously announced, Naturade signed a nonbinding Memorandum of Understanding with Redux Holdings, Inc., the Company's controlling shareholder, to enter into a definitive agreement to purchase most of the assets and all of the liabilities of Redux for a yet to be determined amount of the Company's restricted common shares. The transaction will be treated as a corporate reorganization as defined by Section 368 of the Internal Revenue Code. The Company expects to have the definitive agreement executed and the closing occur concurrent with the Revised Effective Date.
It is expected that on the first business day following the Revised Effective Date, new trading symbols will be assigned to both Naturade and Redux; and Naturade will be re-named Redux Holdings, Inc. To permit the corporate name of Naturade to be changed to Redux Holdings, the previous Redux Holdings will be re-named MSR Holdings, Inc.
All analysts, media, institutional and investor questions should be directed to First Capital Investors at 321-221-2910. Additional investor information, including an investor fact sheet, is available for download at www.firstcapitalinvestors.com/rdxh.html.
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade's products can be found in over 34,000 retail locations including: health food stores and natural foods supermarkets, as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
Press Release Source: Redux Holdings, Inc.; Naturade, Inc.
Naturade Enters Memorandum of Understanding to Acquire Assets and Subsidiaries of Redux Holdings
Monday March 24, 1:51 pm ET
ANAHEIM, CA--(MARKET WIRE)--Mar 24, 2008 -- Naturade, Inc. (OTC BB:NRDCQ.OB - News) announced today that in the final component of its 18-month restructuring it has entered into a Memorandum of Understanding via which Naturade will acquire all of the subsidiary companies and assets of Redux Holdings, Inc. (Other OTC:RDXH.PK - News). Redux, who currently owns 92.1% of the outstanding shares in Naturade, approved the transaction.
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Mr. Adam Michelin, Naturade's CEO, is scheduled to be featured in an audio interview on CEO Cast (www.ceocast.com) this afternoon where he will provide further details on the transaction.
Mr. Michelin commented, "We recently announced that Naturade approved a 1 for 6 reverse stock split, which better aligned the Company's share structure to its balance sheet. Today, as the final piece of the corporate restructuring process of Naturade, we are announcing that we are selling the assets of Redux Holdings, a non-reporting company whose shares trade on the Pink Sheets, into the OTCBB trading and fully reporting corporate structure of Naturade. The parties are currently preparing a definitive Asset Purchase Agreement and related documents for the transaction, which I expect to close not later than April 30, 2008."
All analysts, media, institutional and investor questions should be directed to First Capital Investors at 321-221-2910. Additional investor information, including an investor fact sheet, is available for download at www.firstcapitalinvestors.com/rdxh.html.
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade's products can be found in over 34,000 retail locations including: health food stores and natural foods supermarkets, as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
Of course... Thanks for that info...
I think the CEO owns 183 mil shares. So I figure there are 14.5 mil in the float. After the split there should be approximately 2.5 mil in the float... Just guessing here..
Naturade Approves Reverse Stock Split
Naturade, Inc. (OTCBB: NRDCQ) announced today that its Board of Directors has approved a 1 for 6 reverse stock split in the Company common stock. Naturade's controlling shareholder, Redux Holdings, Inc. (PINKSHEETS: RDXH), who currently owns 92.1% of Naturade outstanding shares, approved the transaction.
The effective date for purposes of determining the shares to be included in the reverse split will be close of business Friday, March 14, 2008. The reverse split is being completed as a mandatory exchange, payable upon surrender. All fractional shareholder interests will be rounded up into whole shares upon exchange. The Company will advise the public as to any changes in trading symbol upon learning that information from NASDAQ.
Mr. Adam Michelin, Naturade's CEO, commented, "Since taking control of Naturade in August 2006, we have implemented a number of strategic decisions that were designed to fix a broken company. We have taken Naturade through the bankruptcy process and in November brought them out as a stronger company that is well prepared to meet future opportunities. Putting the share structure into better balance with the Company's current balance sheet accomplishes several of our remaining restructuring goals and I am hopeful that we will be complete with our restructuring in the very near future."
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well being of consumers. Naturade's products can be found in health food stores and natural foods supermarkets, as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
"SAFE HARBOR"
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended and such section 21E of the Securities Act of 1934, amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate', 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
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Contacts:
Investor Relations
First Capital Investors, Inc.
Email Contact
(321) 221-2910
Source: Marketwire (March 13, 2008 - 8:05 AM EDT)
News by QuoteMedia
www.quotemedia.com
Wal-Mart/Sam's Club, represented approximately 21.8% of the Company's net sales, and two health food distributors, United Natural Foods, Inc. and Tree of Life, Inc., accounted for 27.4% and 9.4%, respectively, of the Company's net sales, during the six months ended June 30, 2007.
http://www.walmart.com/
http://www.samsclub.com/shopping/index.jsp
http://www.unfi.com/
http://www.treeoflife.com/
2008 NATIONAL SHOW SCHEDULE
Each year Tree of Life has an opportunity to assess current trends and innovative new products and packaging at key industry trade shows. Tree of Life participates in the following trade events as an exhibitor and/or buyer, none of which are open to the general public.
EXPO WEST - Natural Products Expo West
Location: Anaheim, CA
Date: March 13-16, 2008
Naturade at the Natural Products Expo West 2008 - Booth #1336 Written on March 10, 2008, by admin.
Naturade will be present once again at the Natural Products Expo West, from March 14th to march 16th exhibiting Naturade Total Soy meal replacements, Naturade Protein Boosters, Ageless UltraMAX GOLD rejuvenation formulas, Symbiotics Immune health products, PROSymbiotics products for health professionals, and Koloseum Nutritional Sciences’ line of sports supplements
Natural Products Expo West –held yearly at the Anaheim Convention Center– is the largest natural and organic trade show in North America, exhibiting thousands of new products, cutting-edge trends, engaging speakers, informative seminars and endless networking opportunities. Retail and food service buyers come from all over the world, as well as many small store owners from the West Coast, North America’s leading market for natural and organic products.
Come see us and say hi at booth#1336
Adam Michelin CEO of NRDCQ & RDXH
Naturade is a majority-owned subsidiary of Redux Holdings, Inc.
Adam Michelin is a founding member and CEO of the Enterprise Group. He has more than thirty-two years of experience in the areas of executive leadership, operations, and turnarounds. He is considered a leading expert at evaluating, structuring and implementing solutions for companies in operational and financial crisis. He has also served as Chief Executive Officer, Chief Operating Officer and Chief Restructuring Officer for several companies, representing both shareholders and creditors. His experience and expertise cut across a wide range of industry sectors, including healthcare, retail, light manufacturing, professional services and marketing/distribution. His clients have ranged from industry leaders such as NME and JC Penny to a broad mix of companies generating revenues of $5 million to $3.5 billion.
Mr. Michelin was President of several successful start-up companies and CEO of the third largest national chain for childcare. He is highly effective in isolating and eliminating ineffective business units to create a profitable business in a crisis environment. He is skilled in all aspects of stabilizing operations including employee retention and increasing sales.
Mr. Michelin has and does serve on several Boards, public, profit and not-for-profit. He currently is on the Board
and is Chariman of the Program Committee for the Forum For Corporate Directors (www.fcdoc.org).
Mr. Michelin received his Juris Doctorate from UWLA, MBA work at New York University, and his Bachelor of Science from Tri State University.
http://www.eginc.net/esolgroup.htm
Adam M. Michelin was Director of Value Creation and Technology practices in the consulting firm of Kibel, Green, Issa, Inc. Mr. Michelin has over thirty years experience in leading companies with revenues of $20 million to over $1 billion in the creation and improvement of shareholder value
http://www.kginc.com/
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Troubled Economy Leaving Few in L.A. Untouched - people describe how businesses are coping in wake of attacks - People
Los Angeles Business Journal, Sept 24, 2001
Adam Michelin, Turnaround Consultant
Adam Michelin is a partner with Kibel Green & Issa Inc. The Santa Monica firm has enjoyed a windfall of new business in the wake of the dot-coin bust and the overall downturn in the economy. But his job is more difficult because lending institutions are reluctant to provide the financing essential to get struggling companies back on their feet.
"I'M working twice as hard as ever because of the shortness of the time you have to deal with the financial institutions. They're forcing troubled companies off their lending umbrella quicker and with less notice. Two years ago, you used to have six to 10 weeks to get the company back into a cash-positive position. Now we have to do our magic within a couple weeks.
"It's less cordial now. When you have a meeting with creditors, banks and attorneys, they are more aggressive in putting their positions. A creditor used to be more likely to help restore the company to health. Today, they'll say give them the money because they've got their own credit problems. You're trying to be nice to everybody who are just rude.
"Since the lending institutions know who I am, that reputation in a lot of instances cuts enough slack so they will extend themselves. Our success rate for saving companies is 90 percent.
"I would say our financial turnaround business has doubled over the last year-and-a-half. There aren't any new industries (as clients), just more of them. The bulk of our work is manufacturing and distribution companies -- consumer electronics and food processing. We also do the service sector, like law firms and CPA firms. They tend to put on layers of fat like any other company. The profits erode dramatically so the partners decide to do something. It's best to bring in a third party to make that happen.
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How Applause rode out the perfect storm.(Brief Article)
Publication Date: 19-AUG-02
Publication Title: Los Angeles Business Journal
Format: Online - approximately 751 words
Company: Applause
Author: Sadler, Don
After nearly 20 successful years in the business of manufacturing stuffed animals, San Fernando Valley-based Applause (www.applause.com) found itself late last year in a place where no company ever wants to end up. In a sort of "perfect storm," a slowing economy, combined with the lack of blockbuster movies to prompt sales of related stuffed animals (a la Toy Story, etc.), had put the company on the verge of bankruptcy.
"When we were called in to help, there was a major cash crunch due to excessive inventory and a huge debt service of more than $100 million," says Adam Michelin, a partner in the Los Angeles-based turnaround consulting firm Kibel Green Issa, Inc. (www.kginc.com) "By the time we arrived, the company was on life support."
After nearly a year of intense resuscitation efforts by Michelin and new owner Bob Solomon, Applause is now restored to sound financial health. The company offers a case study in how competent turnaround experts can breathe life into a nearly hopeless situation.
Being in the 'sentimental' business
To understand how an established company like Applause got into such dire straits, it's important to understand more about the nature of its business. "I don't position Applause as a toy or an entertainment company--we're a gift company, and we're really in the 'sentimental' business," says Solomon, one of the original founders of Applause who bought the company back from foreclosure about six months ago. He explains how the company was founded on this premise, but during the mid-'90s, it rode a wave of blockbuster movie deals--including Star Wars, Toy Story and The Lion King--to skyrocketing revenue.
Michelin explains that this was the beginning of the company's troubles: "They had become dependent on these blockbuster movie deals for huge chunks of revenue--Star Wars alone brought the company $50 million. They forecast that revenues would continue to go straight up and built an infrastructure and overhead and purchased inventory for $160 million in sales, with 25 percent of that coming from movie deals alone. When sales came in at closer to $110 million, they were in trouble."
"The debt was just crushing the company," says Solomon. "Applause got caught up in a vicious cycle. They purchased way too much inventory in anticipation of big movie deals. Meanwhile, they were forced to chase higher and higher revenues to support the huge debt burden. It was like a big Pyramid scheme, and by the end of last year, it all came crashing down."
The equity holders in the company bowed out and the banks froze the company's loans and credit lines. Soon after that, the banks foreclosed on the company's assets and sold them to Solomon and another equity partner.
Designing a downsizing plan
During this time, Michelin assumed the COO role at Applause and was busy designing a downsizing plan to refocus on the company's core strengths and products. "We focused on two main things: trimming the fat without cutting the muscle, and reducing inventory by reducing the number of items (or SKUs--stock keeping units) in stock," he says. "Of course, we were doing everything we could to conserve cash and keep the company afloat."
The key to the new structure created by Michelin and Solomon is that it enables Applause to live on its core business and expand or contract to meet variations in sales. "This is done primarily by outsourcing peak business," explains Michelin. "It costs a little more, but it gives the company the flexibility to handle sales fluctuations without destroying the base organization that runs the machine."
"Applause is in a drastically different financial position now than it was just six months ago," says Solomon, noting that Kibel Green Issa helped line up a $25 million line of credit that was "absolutely critical" in the restructuring plans. "We have a fraction of the debt, only 20 percent of the SKUs, 75 percent less inventory, a 30 percent larger sales force, and new licensing agreements with several major studios. Most importantly, we have a leaner, more efficient management team and infrastructure."
At the same time, major challenges await. "There's a lot of uncertainty," says Solomon. "Tourism, of course, is way down, and tourists buy gifts. But Applause is as well-positioned financially as it has ever been to take advantage of whatever opportunities may lie ahead."
Naturade at the Natural Products Expo West 2008 - Booth #1336 Written on March 10, 2008, by admin.
Naturade will be present once again at the Natural Products Expo West, from March 14th to march 16th exhibiting Naturade Total Soy meal replacements, Naturade Protein Boosters, Ageless UltraMAX GOLD rejuvenation formulas, Symbiotics Immune health products, PROSymbiotics products for health professionals, and Koloseum Nutritional Sciences’ line of sports supplements
Natural Products Expo West –held yearly at the Anaheim Convention Center– is the largest natural and organic trade show in North America, exhibiting thousands of new products, cutting-edge trends, engaging speakers, informative seminars and endless networking opportunities. Retail and food service buyers come from all over the world, as well as many small store owners from the West Coast, North America’s leading market for natural and organic products.
Come see us and say hi at booth#1336
Company Spinning Turnaround Process
Posted date: 1/28/2008
FINANCE: Redux Holdings buys enterprises to rebuild – and keep.
By DEBORAH CROWE
Los Angeles Business Journal Staff
After more than a 30-year career rescuing failing businesses for others, Los Angeles turnaround specialist Adam Michelin decided three years ago to strike out on his own and restructure companies that he’d want to keep.
Thus was born Redux Holdings Inc., which uses its penny stock to acquire assets of underperforming and distressed companies on a non-cash basis. He then leverages debt financing from investment banks and other sources to pay off creditors and rebuild the company, often employing bits and pieces of other acquisitions.
“Usually what you see in the turnaround market is people with a lot of money who would hire someone else to do the turnaround; it’s a pure financial play for them,” said Michelin, most recently a partner at Santa Monica-based restructuring firm Kibel Green Inc.
“What I wanted to do is combine the capital with the operational expertise of people who know how to turn it around, so in the end we’d have the equity.”
Michelin’s current focus is re-establishing Anaheim-based Naturade Inc., a venerable Orange County nutritional supplement maker that fell on hard times, according to regulatory filings, following mismanagement by a new owner earlier in the decade.
In addition to Redux, Michelin and some partners formed a Los Angeles consulting firm, Enterprise Solutions Group, which performs due diligence on potential Redux acquisitions as well for outside clients.
“Nutritional supplements is an interesting business,” Michelin said. “If you understand the land mines, have a good business head, a science officer with a good sense of what the market wants, and you produce products that really work, you can make a ton of money. But you have to have all of those elements.”
While some other turnaround shops employ non-cash means as part of their restructuring tool kit, Redux is considered somewhat unusual in its reliance on its thinly traded stock – which was trading last week around $1.25 – to fund the acquisition.
“If you have a lot of talent and not a lot of cash, leveraging the talent in the form of stock, and saving your cash for the things that count – like paying off creditors and investing in the company – can make a lot of sense,” said Colin Cross, immediate past chairman of the Turnaround Management Association, who declined specifically comment about Redux’s business model.
Bankruptcy veteran
It was through Enterprise Solutions that Michelin got his first exposure to the nutritional supplement industry.
In late 2005 he came on as chief executive officer to restructure Yorba Linda-based nutritional supplement maker Window Rock Enterprises Inc. after it was hit with $4.5 million in fines by the Federal Trade Commission over marketing claims for its weight-loss supplement CortiSlim.
Michelin took Window Rock through Chapter 11 to stabilize the company for other owners. So when the Naturade opportunity came along in the summer of 2006, he figured he knew how to avoid the pitfalls that had gotten CortiSlim’s original promoters into trouble.
“Naturade is a company that’s been around since 1926, had established products being sold in several channels and no history of FTC complaints against it,” said Chief Operations Officer Rick Robinette, who came on board in January 2007.
After acquiring Naturade in August 2006, Redux began acquiring complimentary businesses that could build up Naturade’s back office, such as a Studio City-based phone sales and IT operation. It also acquired a 40 percent stake in a credit card processing company and a 30 percent stake in a Studio City-based online search engine, Webmenu Inc., to beef up the company’s ecommerce and targeted search marketing.
But further progress was hindered by Chapter 11 complications. “It should have been a quick, 90-day bankruptcy,” Michelin said. “The problem was creditors who thought there were some big pockets somewhere able to write them a big check. They misread the value of the company.”
Administrative and attorney fees that should have only run a couple hundred thousand dollars ballooned to $1.5 million by the summer of 2007, which prompted the financier that Redux had lined up to pay off creditors to back out of the deal.
“It was a disaster,” said Michelin. “In retrospect we could have picked up the brand name for a lot less after the company hit the brick wall. But we wanted to save the company and maintain continuity.”
Redux eventually was able to line up $1.2 million in new capital that was raised privately through Menlo Park-based Ventana Group and Los Angeles-based Lawrence Financial Group.
Consumer focus
After exiting Chapter 11 last November, Michelin took over as Naturade’s chief executive and added two partners who have equity stakes as well as executive roles. One was Robinette, who also recruited as chief science officer Milos Sarcev, a former Mr. Universe who earned an advanced degree in nutritional science in Yugoslavia.
Robinette and Sarcev are partners in Anaheim-based Koloseum Nutritional Sciences, which caters to competitive body builders. Redux took a 30 percent stake in Koloseum as part of the deal.
Naturade’s new management then used new credit lines to beef up inventory and get its soy-based nutritional shakes back on the shelves of retailers like Sam’s Club, where it has been one of the warehouse chain’s top-performing products. This month, Naturade stock began trading on the over-the-counter bulletin board, currently priced at 3 cents a share.
Despite Redux’s stake in Koloseum, the company plans to continue having Naturade cater to the general consumer, with its line of protein powders, herbal cold remedies and anti-aging supplements.
“You have a whole audience that is looking for natural alternatives to pharmaceutical medicines, which have side effects that are bigger health problem these days than street drugs,” Sarcev said.
http://www.labusinessjournal.com/article.asp?aID=816589.7823405.1579188.43773203.3062997.930&aID2=121467
I added today. News is great... just overlooked because of the "Q", IMO. I just sent IR an email regarding this matter, will post his response...
I bought today. They need to drop the "Q" off. I like the way this has been trending up, moved up to BB status and new product launch next week.
Naturade, Inc Company Information
Naturade, Inc. is one of the old lions in the diet supplement industry. With roots reaching back to the 1920's the company markets meal-replacements, supplements, beverages, and other products promoted to enhance weight loss or well-being. The company's biggest sellers--Naturade, Naturade Total Soy, and Diet Lean --are sold via health food stores and mass marketers. Some of the main outlets for their products include Whole Foods, Wal-Mart, and military commissaries. Naturade contracts with third-party manufacturers to produce all of its powders, liquids, bars, and pills. Turnaround specialist Redux Holdings was handed 51% of the company's voting stock, and took control of the company in mid-2006.
"Now that we are operating at a profit, I am excited to have the ability to refocus some of our corporate efforts towards the research and development of leading nutritional products for which Naturade is well known."
Naturade to Release New Products at the Nutritional Products Expo West in Anaheim, CA
Wednesday March 12, 8:05 am ET
ANAHEIM, CA--(MARKET WIRE)--Mar 12, 2008 -- Naturade, Inc. (OTC BB:NRDCQ.OB - News) announced today that it will be unveiling a series of new product launches at the Nutritional Products Expo West in Anaheim, CA from March 14-16. Naturade will be located in Booth #1336. Naturade is a subsidiary of Redux Holdings (Other OTC:RDXH.PK - News).
Mr. Rick Robinette, Naturade's COO, commented, "I am looking forward to showing the industry some of the exciting new products that we will be revealing at the Nutritional Products Expo this week. Putting new and exciting products on the market is something that defines Naturade as an industry leader. The past couple of years have presented some challenges to meeting our new product goals; however, since being acquired by Redux Holdings and our subsequent restructuring, Naturade is once again operating as a profitable company. Now that we are operating at a profit, I am excited to have the ability to refocus some of our corporate efforts towards the research and development of leading nutritional products for which Naturade is well known. We will be located in Booth #1336 for those who might be interested in seeing what the excitement regarding our new products is all about."
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade's products can be found in health food stores and natural foods supermarkets as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
Investor information, including an investor fact sheet, is available for download at www.firstcapitalinvestors.com/rdxh.html.
"SAFE HARBOR"
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended and such section 21E of the Securities Act of 1934, amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
Contact:
Contacts:
Investor Relations
First Capital Investors, Inc.
Email Contact
(321) 221-2910
Source: Redux Holdings, Inc.
Looking good today. Up 100% on decent volume, decent for this stock anyway...
NRDCQ moves back to OTCBB today. "Q" should have been removed with the move back, per IR, as they emerged from bankruptcy on Nov 13, 2007...
Form 8-K for NATURADE INC
12-Dec-2007
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statement
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 7, 2007, Naturade, Inc. (the "Company") received back from the State of Delaware an authenticated copy of the amendment to its certificate of incorporation the Company filed with the State of Delaware on November 26, 2007 (the" Amendment"). This Amendment is effective as of November 26, 2007. Pursuant to the Amendment, the authorized shares of stock which the Company is authorized to issue will be changed to 300,117,264 shares, 250,000,000 of which shall be Common Stock with a par value of $.0001 per share, 117,264 of which shall be Non-Voting Common Stock with a par value of $.0001 per share, and 50,000,000 of which shall be Preferred Stock with a par value of $.0001 per share (the "Amendment.") The Company will issue 150,475,388 shares of Common Stock to Redux Holdings, Inc. ("Redux"), so that Redux will hold 95%, or 181,025,388 of the issued Common Stock, as previously disclosed, at the time that the Company emerged from bankruptcy. 9,420,388 shares of Common Stock , or 5%, will be held by third parties. 3,372,345 shares of Common Stock that should have been transferred to Redux by Quincy Investments Corp. pursuant to contract are under stop orders with the Company's transfer agent. These shares are not included in the computation of the 95% position. Redux and Naturade are taking steps to have the 3,372,345 shares cancelled. Subsequent to the Company's emergence from bankruptcy, an additional three million shares of Common Stock are being issued to Directors as compensation. Accordingly, the number of shares of the Company's Common Stock that are issued and outstanding is increasing from 43,332,733 to 193,553,040. All of these actions are pursuant to the Section 7.5 of the Company's Fifth Amended Chapter 11 Plan of Reorganization (In re Naturade, Inc., a Delaware corporation, dba Ageless, dba Symbotics, dba Re-Vivex, Debtor and Debtor in Possession, Case No. SA:06-11493 RK), which, as modified, was confirmed by the United States District Bankruptcy Court for the Central District of California, Santa Ana Division and became effective on November 9, 2007. Also pursuant to the Section 6.8.3 of the Plan and under
Section 1145(a) of the Federal Bankruptcy Code, all of the shares of Common Stock issued to Redux are exempt from the registration requirements of the securities statutes. This information is being filed for clarification only, as the plan to issue shares to Redux, so it holds 95% of the issued Common Stock, has previously been disclosed in public filings.
Item 9.01 Financial Statements and Exhibits
9.1.1 Certificate of Amendment to Certificate of Incorporation of Naturade, Inc., filed November 26, 2007.
Per Form 3 filed 11-29-07: Redux Holdings Inc. now holds 181,025,388 shares of Naturade Inc. Redux holds 95% of the outstanding shares of Naturade, as per the plan of reorganization and most recent 10-Q, which leaves 9,527,652 shares in the float. All of the shares recently issued to Redux are restricted for 18 months.
Naturade emerged from from chapter 11 bankruptcy on November 13, 2007...
Naturade Receives Funding and Emerges From Chapter 11 Bankruptcy
Tuesday November 13, 7:05 am ET
ANAHEIM, CA--(MARKET WIRE)--Nov 13, 2007 -- Naturade, Inc. (Other OTC:NRDCQ.PK - News) announced today that its controlling shareholder, Redux Holdings, Inc. (Other OTC:RDXH.PK - News), has completed an infusion of new capital into the Company in the amount of $1,200,000, finalizing the plan of reorganization under Chapter 11 as approved by the United States Bankruptcy Court allowing Naturade to emerge from bankruptcy.
In addition to a comprehensive debt restructuring, the reorganization plan features an equity provision rarely observed in companies emerging from bankruptcy. Of particular note, the plan allows for Naturade to retain its status as a public company through the retention of an equity interest by the existing public shareholders and the Bankruptcy Code allows for the registration of all of the equity shares of Naturade.
"Although it has taken a bit longer than originally anticipated, today's news reaffirms that our efforts have been for a good cause and that the reorganization process remains a valid method to repair companies that are worth saving," stated Adam Michelin, Naturade's Chairman. "Naturade is now clear of the bankruptcy process and has the financial resources to meet the demands of its customers. Equally important, our employees can refocus their efforts on rebuilding and growing a premium brand that has helped develop the 'health food' industry before there was one."
The money was privately raised with help from The Ventana Group based in Menlo Park and Lawrence Financial Group based in Los Angeles.
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade's products can be found in health food stores and natural foods supermarkets as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
Investor information, including an investor fact sheet, is available for download at www.firstcapitalinvestors.com/rdxh.html.
"SAFE HARBOR"
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended and such section 21E of the Securities Act of 1934, amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
Contact:
Contacts:
Investor Relations
First Capital Investors, Inc.
Email Contact
(321) 221-2910
Source: Redux Holdings, Inc.
All IMO and FWIW...
http://pinksheets.com/edgar/GetFilingHtml?FilingID=5570745
http://biz.yahoo.com/iw/071113/0327635.html
Naturade, Inc. Announces Management Changes
Friday November 16, 8:06 am ET
ANAHEIM, CA--(MARKET WIRE)--Nov 16, 2007 -- Naturade, Inc. (Other OTC:NRDCQ.PK - News) announced in an 8K filing with the SEC that as part of its recent emergence from Chapter 11 bankruptcy, the Company has made several management changes. Naturade is a majority-owned subsidiary of Redux Holdings, Inc. (Other OTC:RDXH.PK - News).
Naturade's President and CEO, Mr. Richard Munro, a bankruptcy and turnaround expert who was appointed to assist Naturade through the bankruptcy process, has voluntarily resigned to pursue other business turnaround opportunities. Naturade's Chairman, Adam Michelin, will assume the role of CEO and take control of day-to-day operations.
Mr. Rick Robinette, Naturade's COO, will work alongside Mr. Michelin and will focus on implementing Naturade's aggressive sales strategies and supply chain initiatives.
Ms. Kelly Clinton has been promoted to Vice President of Sales. Ms. Clinton will focus on supporting and expanding the Company's sales efforts throughout the health and fitness channels.
Other changes to the organization include that Ms. Rae Johnson has been promoted to Vice President Business Development and Ms. Stacey Zaug promoted to Production Manager.
Naturade CEO and Chairman, Adam Michelin, commented, "We truly appreciate the exceptional job performed by Richard Munro. He played a crucial role in the successful turnaround of this Company and he will continue to be a trusted resource in the future. I look forward to working with Rick Robinette in his position as COO of the Company. Rick's optimism and positive outlook are becoming infectious throughout our organization. Kelli Clinton has been working closely with Rick and I believe she will make a smooth transition into the position of Vice President of Sales. Kelli adds a new element of creativity to an already experienced management team."
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade's products can be found in health food stores and natural foods supermarkets as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
Investor information, including an investor fact sheet, is available for download at: www.firstcapitalinvestors.com/rdxh.html.
"SAFE HARBOR"
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended and such section 21E of the Securities Act of 1934, amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
Contact:
Contacts:
Investor Relations
First Capital Investors, Inc.
Email Contact
(321) 221-2910
Source: Redux Holdings, Inc.
Form 8-K for NATURADE INC
15-Nov-2007
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2007, the Company's Chief Executive Officer, Richard Munro, tendered his letter of resignation to the Company's Secretary. On November 14, 2007, the Company's Board of Directors accepted Richard Munro's resignation and appointed Adam Michelin the Company's Chief Executive Officer and Rick Robinette the Company's Chief Operating Officer.
The resignation of Richard Munro and the appointment of Adam Michelin and Rick Robinette is part of the Company's restructing in its emergence from Chapter 11 Bankruptcy on November 9, 2007.
Form 10-Q for NATURADE INC
14-Nov-2007
Quarterly Report
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion contains "forward-looking statements." Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements are inherently subject to risk and the Company can give no assurances that such expectations will prove to be correct. Such forward-looking statements involve risks and uncertainties, and actual results could differ from those described herein. Future results may be subject to numerous factors, many of which are beyond the Company's control. Such risk factors include, without limitation, the risks set forth below under "Risk Factors." The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.
Contrary to the rules of the SEC and due to a lack of funding, the Company's unaudited condensed September 30, 2007 financial statements included in this filing have not been reviewed by an independent registered public accounting firm in accordance with professional standards for conducting such reviews. The Company intends to obtain a SAS 100 review of such financial statements if and when necessary funds become available.
All comparisons below are for the three and nine month periods ended September 30, 2007 compared to the three and nine month periods ended September 30, 2006.
The Company
Naturade, Inc. (the "Company") develops and markets branded natural products. The Company is focused on innovative products designed to nourish the health and well-being of consumers.
The Company competes primarily in the market for natural, nutritional supplements. The Company's products include:
· Naturade Total Soy®, a full line of nutritionally complete meal replacements for weight loss and cholesterol reduction available in several flavors of powders;
· Naturade® protein powders;
· Ageless Foundation Laboratories the Anti-Aging Company® anti-aging products;
· Symbiotics® Colostrum products; and
· Other niche natural products.
The Company's products are sold to the mass market, the health food market and the military in the United States, Canada and selected international markets. The mass market consists of supermarkets, mass merchandisers, club stores and drug stores. The health food market consists of natural food supermarkets and over 5,000 independent health food stores.
The Company's independent registered public accounting firm issued a going concern opinion on the Company's December 31, 2006 financial statements by including an explanatory paragraph in which they expressed substantial doubt about its ability to continue as a going concern.
The Company was incorporated in 1986 under the laws of the state of Delaware. The Company's principal executive offices are located at 2099 S. State College Blvd., Suite 210, Anaheim, CA 92806. The Company's website is located at www.naturade.com.
Recent Developments
Chapter 11 Filing
On August 31, 2006 (the " Petition Date"), the Company filed a voluntary petition for protection and reorganization (the "Chapter 11 Matter") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Central District of California (the "Bankruptcy Court"). Since the Petition Date, the Company has conducted activities as a debtor-in-possession under the Bankruptcy Code. See Note 1 for additional information. See also, Note 10 - Subsequent Event.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applicable to a going concern, which assume that assets will be realized and liabilities are discharged in the normal course of business. As a result of the Chapter 11 Matter (see Note 1), such realization of assets and liquidation of liabilities is subject to uncertainty. A substantial portion of the Company's liabilities as of the Petition Date are subject to compromise or other treatment in the Chapter 11 Matter. For financial reporting purposes, those unsecured liabilities and obligations whose disposition is dependent on the outcome of the Chapter 11 Matter will be segregated and classified as liabilities subject to compromise in the September 30, 2007 balance sheet. Generally, actions to enforce or otherwise effect repayment of all pre-Chapter 11 liabilities and pending litigation against the Company are stayed while the Company continues as a debtor-in-possession during bankruptcy proceedings. Schedules have been filed by the Company with the Bankruptcy Court setting forth the assets and liabilities of the Company as of the Petition Date as reflected in the Company's accounting records. Differences between amounts reflected in such schedules and claims filed by creditors will be investigated and either amicably resolved or adjudicated by the Bankruptcy Court. The ultimate amount of and settlement terms for such liabilities are not presently determinable.
Financial accounting and reporting during a Chapter 11 Matter for an entity with the expectation of reorganizing is prescribed in Statement of Position No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"). The Company has an expectation of reorganizing under the Bankruptcy Code. Accordingly, unsecured pre-petition liabilities, which may be subject to settlement, are classified as liabilities subject to compromise in the September 30, 2007 balance sheet. In addition, the Company has reported all transactions (other than interest expense) directly related to the Chapter 11 Matter as reorganization items in its statement of operations for the three and nine months ended September 30, 2007. SOP 90-7's definition of reorganization items excludes (1) interest expense and (2) transactions required to be reported as discontinued operations or extraordinary items in conformity with GAAP.
Basis of Presentation
The accompanying condensed balance sheet at September 30, 2007, the condensed statements of operations for the three and nine months ended September 30, 2007 and cash flows for the nine months ended September 30, 2007 and 2006 are unaudited. Such financial statements have been prepared on the same basis as the Company's audited consolidated financial statements and, in the opinion of management, reflect all adjustments, (except for the extinguishment of debt discussed in Note 2 which is recorded as reorganization income), consist only of a normal recurring nature, necessary for a fair presentation of the financial position and results of operations for such periods. However, the accompanying financial statements do not include any adjustments that may be required in connection with restructuring the Company under Chapter 11 of the Bankruptcy Code. These unaudited condensed financial statements should be read in conjunction with the December 31, 2006 audited financial statements included in the Company's Form 10-K as previously filed with the Securities and Exchange Commission on April 18, 2007.
On September 25, 2006, The Company's Common Stock was de-listed from the over-the-counter Bulletin Board and now trades on the "Pink Sheets."
Change in Control
Recapitalization/Change in Control - On August 10, 2006, Quincy Investments Corp. ("Quincy"), the principal shareholder of the Company, subsequent to executing a Letter of Intent of July 26, 2006 with Redux to transfer to Redux, Quincy's controlling interest in Naturade, as reported on the Company's Form 8-K filed with the Securities and Exchange Commission on August 2, 2006, entered into the Quincy Transfer Agreement ("the Quincy Transfer Agreement") pursuant to which:
· Quincy transferred 28 million shares of the Company's common stock, 4.2 million shares of Series C Convertible Preferred Stock ("Series C") and 14 million warrants to purchase common stock to Redux;
· Redux agreed to make cash contributions up to $500,000 at its sole discretion to the Company;
· Redux and Quincy agreed to attempt to complete a Definitive Agreement by August 31, 2006.
· Quincy withheld 3,372,345 shares of Common in violation of the Quincy Transfer Agreement.
Before the transactions described above, Quincy owned 31,372,345 shares of the Company's common stock, or 72.4% of the voting power of the Company's common stock. Quincy also owned 4.2 million shares of Series C which when added to Quincy's common stock holdings represented 55.3% of the combined voting power of the Company's common stock and the Series C. The holders of the Series C are entitled to vote along with the holders of the Company's common stock (on an as-converted basis) on all matters, including the election of directors, presented to the stockholders. As a result, Quincy had the power to elect a majority of the Board of Directors and to determine the outcome of any matter submitted to the stockholders, subject to the rights of Health Holdings and Botanicals, LLC holders of 12,600,000 shares of Series C who have the right to elect one director and to approve certain transactions.
The Definitive Agreement contemplated under the Letter of Intent was not been entered into and the Letter of Intent by its terms has expired. Although Quincy has threatened litigation against Redux related to the absence of a Definitive Agreement, no lawsuit has been commenced. In contrast, the Company has initiated a lawsuit against Quincy and Peter Pocklington. See Note 12 - Legal Proceedings.
On August 31, 2006 Laurus entered into an agreement with Redux, the principal shareholder of the Company, (the "Redux Agreement") pursuant to which:
· Laurus Master Fund, Ltd. ("Laurus") transferred 1,050,000 shares of the Company's common stock to Redux;
· Laurus transferred warrants to purchase 1,500,000 shares of the Company's common stock at $0.80 per share to Redux which were cancelled upon transfer;
("Laurus Warrant")
· Laurus transferred an option to purchase 8,721,375 shares of the Company's common stock at $0.001 per share to Redux ("Laurus Options"); and
· Redux issued 574,787 shares of Redux common stock to Laurus subject to certain provisions for anti-dilution and piggy back registration rights.
On November 16, 2006, Redux acquired 500,000 shares of the Company's common stock and warrants to purchase 3,647,743 shares of common stock from Liberty Company Financial, LLC ("Liberty") and in exchange issued to Liberty 28,116 shares of Redux common stock.
On January 3, 2007, Redux and Howard Shao entered into an agreement to exchange 23,413 shares of Redux Holding, Inc's restricted common stock for any and all of Mr. Shao's equity and/or debt instruments issued him and/or amounts owed him by Naturade, Inc. This exchange included 1,000,000 shares of Company's restricted common stock, unissued, but owed Mr. Shao under prior agreements. The 1,000,000 shares of Company restricted common stock have since been issued to Redux. See Exhibit 10.82.
On April 13, 2007, Redux issued Laurus a cashless warrant to purchase up to 700,000 shares of Redux common stock in consideration of Laurus waving all default interest of the Company's accrued default interest and fees.
As a result of the transactions described above, Redux controls voting rights of 30,550,000 shares of the Company's common stock and 4,200,000 shares of Series C, or 70.5% of the voting power of the Company's common stock, 20.0% of the voting power of the Series C, and 54% of the combined voting power of the Company's common stock and the Series C. The holders of the Series C are entitled to vote along with the Company's common stock (on an as-converted basis) on all matters, including the election of directors, presented to the stockholders. As a result, Redux has the power to elect a majority of the Board of Directors and to determine the outcome of any matter submitted to the stockholders, subject to the rights of the holders of the Series C described above. If the Laurus Options are included, these percentages increase.
The Company's reorganization plan as approved by the bankruptcy court became effective on November 9, 2007, (the "Plan"). On November 9, 2007 (the "Effective Date") all Company Series C Preferred shares, along with their voting and control rights, all options, all warrants, and all registration rights, are cancelled as required under the Plan. The Company, as required by the Plan, will issue Redux enough shares of restricted common stock to give Redux 95% equity and voting interest in the Company. All remaining shareholders will have a total of 5% equity interest in the Company. See Note 10 -Subsequent Event.
Financing
In July 2005, the Company obtained a $4,000,000 convertible financing facility from Laurus, consisting of a $3,000,000 revolving credit facility and a $1,000,000 term loan. In consideration of such financing facility, The Company issued to Laurus an option to purchase up to 8,721,375 shares of common stock at $0.0001 per share and a warrant to purchase up to 1,500,000 shares of common stock at $0.80 per share. The financing facility was amended on January 11, 2006, by among other things, increasing the term loan to $1,650,000 and eliminated the conversion features on the facility. The Company issued Laurus 1,050,000 shares of common stock in consideration for this amendment. See Note 5
- Financing.
On August 31, 2006, pursuant to the Company's filing under Chapter 11 of the US Bankruptcy Code, the Company agreed to the following:
· Laurus claim in the amount of $2,900,000 will be treated as fully secured and the liens granted Laurus pursuant to the Financing Agreement will remain without modification.
· Laurus will provide debtor in possession financing ("DIP") pursuant to the terms and conditions of the financing agreement.
· Interest will continue to accrue on the Term Loan pursuant the terms of the Financing Agreement however, payments will be suspended until the first day of the first full month after the Effective Date of the Chapter 11 filing.
· The maturity date of the Term loan will be extended to January 6, 2010 and principal payments will commence on the first day of the first full month after the Effective Date of the Chapter 11 filing and be payable in equal monthly installments until the maturity date.
Critical Accounting Policies and Use of Estimates
In preparing the financial statements, the Company is required to make estimates and judgments that affect the results of its operations and the reported value of assets and liabilities. Actual results may differ from these estimates. The Company believes that the following summarizes the critical accounting policies that require significant judgments and estimates in the preparation of the Company's financial statements.
Revenue Recognition. The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements, as amended by SAB No. 101A, No. 101B and No. 104. SAB No. 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) require management's judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. To satisfy the criteria, the Company: (1) inputs orders based upon receipt of a customer purchase order; (2) record revenue upon shipment of goods when risk of loss and title transfer under the Company's arrangements with customers or otherwise comply with the terms of the purchase order; (3) confirm pricing through the customer purchase order and; (4) validate creditworthiness through past payment history, credit agency reports and other financial data. Other than through warranty rights, the Company's customers do not have explicit or implicit rights of return. Should changes in conditions cause us to determine the revenue recognition criteria are not met for certain future transactions, such as a determination that an outstanding account receivable has become uncollectible, revenue recognized for any reporting period could be adversely affected.
The Company records revenues net of returns and allowances. Gross sales, which are defined as list price times units sold, include the following reductions for returns and allowances:
Distributor Allowances. Distributor allowances are provided to all distributors as a reduction from list price and are recorded as a reduction off the invoice at time of billing. Revenues and accounts receivable are recorded net of these allowances.
Promotional Allowances. Promotional allowances are related to specific promotions offered by Naturade related to in-store promotions being offered by a retailer and distributor promotions being offered to retailers. In most cases, the promotion is designed to correspond with a similar consumer promotion being offered by the retailer, the cost of which is borne by the retailer. Promotional allowances are based upon purchases by the retailer or distributor during the promotional period and are deducted from the customer invoice at the time of billing. Revenues and accounts receivable are recorded net of these allowances. Shipments during the promotional period are not subject to return after the end of the promotional period.
For the nine months ended September 30, 2007 and 2006, distributor and promotional allowances were $(16,934) or 0% of gross sales, and $949,654, or 9.7% of gross sales, respectively.
Damages & Returns. In the nine months ended September 30, 2007 and 2006, damages and returns were charged against revenues based upon historical return rates. Actual damages and returns are charged against the reserve when the product is returned, charges deducted or a consumer deduction is received. On a periodic basis, actual charges are compared to the reserve and, if required, the reserve rate is adjusted to reflect new trends. For the nine months ended September 30, 2007 and 2006, damages and returns charged against revenues were $331,586, or 7.4 % of gross sales, and $423,178, or 4.3 % of gross sales, respectively.
The following is a summary of the damages and returns reserve:
Nine Months Nine Months
Ended Ended
September 30, September
2007 30, 2006
Beginning balance $ 736,985 $ 42,910
Provision for damages and
returns 331,586 423,178
Actual damages and returns
during the period (1,002,765 ) (208,790) )
Ending balance $ 65,806 $ 257,298
Damages and returns are typically immaterial to the Company's overall results. As the majority of returns represent consumer returns, which trail sales by about a month, the reserve has been set based upon specific review of potential returns which are higher than normal as a result of the Company's Chapter 11 filing.
Cash Discounts. Cash discounts are recorded as deducted by customers from remittances, as the customer does not earn them until the customer pays according to terms. For the nine months ended September 30, 2007 and 2006, cash discounts were $71,847, or 15% of gross sales, and $100,265 or 1.0% of gross sales, respectively.
Slotting. Slotting charges related to new distribution (either a new customer or a new product introduced to an existing customer) are recorded as a prepaid expense as incurred and amortized over 12 months as a reduction of revenues. Should a customer cease purchasing from Naturade or discontinue the respective product line, the unamortized slotting costs are charged against revenues at that time. There have been no significant unamortized slotting charges charged against revenues in the periods reported.
For the nine months ended September 30, 2006 and 2005, slotting costs were $(4,035), or 0.0% of gross sales, and $119,254, or 1.2% of gross sales, respectively. Slotting expense was a credit during the period due to the fact that the Company no longer allows slotting charges; and, as a result, reserves were reversed resulting in a credit for the six month period.
Coupon & Rebate Redemption. Coupon and rebate costs are charged against revenues as redeemed. Historically, Naturade has incurred insignificant redemption of its consumer coupons or rebates. For the nine months ended September 30, 2007 and 2006, coupon and rebate costs were $0 and $1,544, respectively.
Inventory Valuation. Merchandise inventories are stated at the lower of cost (first-in, first-out basis) or market. The Company considers cost to include the direct cost of finished goods provided by co-packers as well as the cost of those components supplied to the co-packers. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation includes analyses of forecast sales levels by product and historical demand. The Company writes off inventories that are considered obsolete. Remaining inventory balances are adjusted to approximate the lower of cost or market value and result in a new cost basis in such inventory until sold. If future demand or market conditions are less favorable than the Company's projections, additional inventory write-down may be required, and would be reflected in cost of sales in the period the revision is made.
Accounts Receivable and Allowances for Uncollectible Accounts. Accounts receivable are unsecured, and the Company is at risk to the extent such amounts become uncollectible. Accounts receivable are stated net of applicable reserves for returns and allowances, bill backs and doubtful accounts. Management regularly reviews and monitors individual account receivable balances to determine if the reserve amounts are appropriate and provides for an allowance for uncollectible accounts by considering historical customer buying patterns, invoice aging, specific promotions and seasonal factors.
Results of Operations
The following table sets forth, for the periods indicated, the percentage which
certain items in the statement of operations data bear to net sales and the
percentage dollar increase (decrease) of such items from period to period.
Percentage Dollar Increase
Percent of Net Sales (Decrease)
Nine Months Ended June 30, Nine Months Ended March 30,
2007 2006 2007 2006
Net sales 100% 100% (46%) (10%)
Gross profit 34% 47% (61%) (12%)
Selling, general and
administrative expenses 75% 86% (47%) 19%
Depreciation & amortization. 5% 9% (144%) 336%
Operating loss (46%) (39%) (34%) (173%)
Interest expense 17% 26% (66%) 203%
Net Income (loss) before
provision for income taxes (14%) (109%) (93%) (337)%
Provision for income taxes 0% 0% (100%) 0%
Net Income (loss) (14%) (109%) (93%) (337)%
Major trends that affected the Company's results of operations in 2007
The major trends affecting the Company's results of operations in the nine months ended September 30, 2007 included the following:
· The Company's filing for protection under Chapter 11 Bankruptcy has had a negative effect on the Company's ability to purchase inventory for the nine months ended September 30, 2007. The Company believes this trend is likely to continue until the Company emerges from bankruptcy. See Note 10 - Subsequent Event.
· The Company's lack of sufficient cash to maintain proper inventory levels has had a negative effect on the Company's revenues for the three and nine months ended September 30, 2007. The Company believes this trend is likely to continue unless the Company obtains sufficient capital to bring inventory levels back to historical levels.
Net Sales
Net sales for the three months ended September 30, 2007 of $1,772,871, decreased $3,407 or 0.2% as compared to net sales of $1,769,464 for the three months ended September 30, 2006. Net sales for the nine months ended September 30, 2007 of $4,501,156, decreased 46.1% as compared to net sales of $8,351,598 for the nine months ended September 30, 2006. The decrease in net sales for the nine month period is due principally to the Company's filing for protection under the US Bankruptcy Code. The filing resulted in a disruption in shipping due to lack of capital to purchase sufficient inventory levels and an inability to maintain traditional order fill ratios.
Critical Accounting Policies and Use of Estimates - Revenue Recognition.
Mass Market Net Sales- For the three months ended September 30, 2007, mass market revenues increased $20,358 or 2.6% to $771,576 from $751,218 for the three months ended September 30, 2006. For the nine months ended September 30, 2007, mass market revenues decreased $1,777,216 or 53.9% to $1,518,019 from $3,295,235 for the nine months ended September 30, 2006. The decrease in net sales during the period is related to the to the lack of promotional funds available for consumer advertising coupled with decreased inventory availability due to the Company's Chapter 11 filing.
Health Food Net Sales- For the three months ended September 30, 2007, health food channel net sales decreased $16,951, or 1.7%, to $1,001,295 from $1,018,246 for the three months ended September 30, 2006. For the nine months ended September 30, 2007, health food channel net sales decreased $2,073,227, or 41.0%, to $2,983,136 from $5,056,363 for the nine months ended September 30, 2006.The sales decrease is principally related to sales of Ageless and Symco brands partially offset by reductions in sales of core protein powders related to lower fill rates on customer orders as a result of cash restrictions on inventory purchases. The health food decrease was lower than that seen in the mass channel as a result of the buying habits of health channels customers. Typically, the health food channel purchases through distributors who do not have a just in time need for product resulting in higher tolerance to out of stock situations caused by the Company's cash constraints.
Channels of Distribution- On a percent of net sales basis, the breakdown of sales between the mass market and health food channels was 56.5% for the health food channel and 43.5 % for mass market channel for the three months periods ended September 30, 2007 as compared to 57.5% for the health food channel and 42.5% for the mass market channel, respectively, for the same period in 2006. On a percent of net sales basis, the breakdown of sales between the mass market and health food channels was 66.3% for the health food channel and 33.7 % for mass . . .
Naturade Receives Funding and Emerges From Chapter 11 Bankruptcy
Tuesday, November 13 2007 7:03 AM, EST Market Wire "US Press Releases "
ANAHEIM, CA -- (MARKET WIRE) -- 11/13/07 -- Naturade, Inc. (PINKSHEETS: NRDCQ) announced today that its controlling shareholder, Redux Holdings, Inc. (PINKSHEETS: RDXH), has completed an infusion of new capital into the Company in the amount of $1,200,000 , finalizing the plan of reorganization under Chapter 11 as approved by the United States Bankruptcy Court allowing Naturade to emerge from bankruptcy.
In addition to a comprehensive debt restructuring, the reorganization plan features an equity provision rarely observed in companies emerging from bankruptcy. Of particular note, the plan allows for Naturade to retain its status as a public company through the retention of an equity interest by the existing public shareholders and the Bankruptcy Code allows for the registration of all of the equity shares of Naturade.
"Although it has taken a bit longer than originally anticipated, today's news reaffirms that our efforts have been for a good cause and that the reorganization process remains a valid method to repair companies that are worth saving," stated Adam Michelin, Naturade's Chairman. "Naturade is now clear of the bankruptcy process and has the financial resources to meet the demands of its customers. Equally important, our employees can refocus their efforts on rebuilding and growing a premium brand that has helped develop the 'health food' industry before there was one."
The money was privately raised with help from The Ventana Group based in Menlo Park and Lawrence Financial Group based in Los Angeles .
About Naturade, Inc.
Founded in 1926, Naturade (www.naturade.com) is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade's products can be found in health food stores and natural foods supermarkets as well as supermarkets, mass merchandisers, club stores and drug stores.
About Redux Holdings, Inc.
Redux Holdings (www.reduxholdings.com) acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in identifying, analyzing and stabilizing these business opportunities and effecting efficient turnaround and asset monetization.
Investor information, including an investor fact sheet, is available for download at www.firstcapitalinvestors.com/rdxh.html.
"SAFE HARBOR"
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended and such section 21E of the Securities Act of 1934, amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
Contacts:
Investor Relations
First Capital Investors, Inc.
Email Contact
(321) 221-2910
Naturade Receives Court Approval for Reorganization Plan
BREA, CA -- (MARKET WIRE) -- March 06, 2007 -- Naturade, Inc. (PINKSHEETS: NRDCQ) announced today that its plan of reorganization under Chapter 11 has been approved by the United States Bankruptcy Court. The reorganization plan received virtually unanimous support from the Company's creditors and shareholders, as well as strong support from Naturade's lenders and the Company's Creditor Committee. The Company expects to emerge from Chapter 11 before the end of March 2007 and will remain a fully reporting publicly traded company.
The reorganization plan provides for a recapitalization of the Company with Naturade's controlling shareholder, Redux Holdings, Inc. (PINKSHEETS: RDXH) providing a substantial cash infusion to meet Naturade's future working capital needs. In addition to a comprehensive debt restructuring, the reorganization plan features an equity allocation rarely observed in companies emerging from bankruptcy. Of note, the plan allows for the retention of an equity interest by existing shareholders in the Company.
"The reorganization process works," stated CEO Richard Munro, an experienced reorganization specialist. "Naturade will emerge from Chapter 11 as a stronger, more financially sound business. With the recapitalization of Naturade, we will have the financial resources to meet the growing demands of consumers for natural and health food products. Naturade has a strong legacy built over 8 decades of product innovation in consumer nutritional supplements and was in the health food business long before the term 'health food' was even invented."
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"We strive to continually enhance our reputation as an outstanding supplier of natural nutritional supplements and wellness products, and to maintain the support of our vendors and customers," concluded Munro. "We plan to launch innovative new products in 2007 and beyond to build on our consumer brand strengths and highly valued retailer relationships."
About Naturade, Inc.
Founded in 1926, Naturade is a leading marketer of scientifically supported natural products formulated to improve the health and well-being of consumers. Naturade products can be found in health food stores and natural foods supermarkets as well as supermarkets, mass merchandisers, club stores and drug stores.
Naturade is represented in its reorganization by Robert E. Opera of Winthrop Couchot, PC, a Newport Beach-based law firm that has represented many prominent companies that have successfully emerged from reorganization. The approved plan of reorganization can be reviewed at www.winthropcouchot.com/client_files.php.
About Redux Holdings, Inc.
Redux Holdings acquires the assets of companies and isolates, recombines and manages those assets to increase their value and develop profitable strategic options. The Company is distinguished by the extensive experience of its personnel in quickly identifying, analyzing and stabilizing these business opportunities and effecting rapid turnaround and asset monetization.
For additional information on Redux Holdings, Inc., visit the company's website at www.reduxholdings.com. Investor information, including an investor fact sheet, is available for download at www.firstcapitalinvestors.com/rdxh.html.
"SAFE HARBOR"
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended and such section 21E of the Securities Act of 1934, amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
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