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TL Administration Corp – ‘8-K’ for 10/20/03

On:  Wednesday, 10/22/03, at 3:08pm ET   ·   For:  10/20/03   ·   Accession #:  950123-3-11599   ·   File #:  0-21003

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/22/03  TL Administration Corp            8-K:7,9    10/20/03    7:863K                                   RR Donnelley/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-99.1     Form 6. Schedules                                     23     80K 
 3: EX-99.2     Form 7. Statement of Financial Affairs                19     83K 
 4: EX-99.3     Form 6. Schedules                                     27    148K 
 5: EX-99.4     Form 7. Statement of Financial Affairs                33    180K 
 6: EX-99.5     Form 6. Schedules                                    142   1.00M 
 7: EX-99.6     Form 7. Statement of Financial Affairs                98    629K 


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
"Item 9. Regulation Fd Disclosure
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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): OCTOBER 20, 2003 TWINLAB CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 0-21003 11-3317986 -------- ------- ---------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 150 MOTOR PARKWAY, SUITE 210 HAUPPAUGE, NEW YORK 11788 (Address of Principal Executive Offices) -------------------- (631) 467-3140 (Registrant's telephone number, including area code) --------------------
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Twin Laboratories (UK) Ltd. - Form 6. Schedules 99.2 Twin Laboratories (UK) Ltd. - Form 7. Statement of Financial Affairs 99.3 Twinlab Corporation - Form 6. Schedules 99.4 Twinlab Corporation - Form 7. Statement of Financial Affairs 99.5 Twin Laboratories Inc. - Form 6. Schedules 99.6 Twin Laboratories Inc. - Form 7. Statement of Financial Affairs ITEM 9. REGULATION FD DISCLOSURE. As previously disclosed, on September 4, 2003, Twinlab Corporation, Twin Laboratories Inc. and Twin Laboratories (UK) Ltd. (collectively the "Company") commenced voluntary cases under chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Court"). The chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered under Case No. 03-15564 (CB) pursuant to an order of the Court. The Company remains in possession of its assets and properties, and continues to operate its businesses and manage its properties as a "debtor-in-possession" pursuant to sections 1107(a) and 1108 of the Federal Bankruptcy Code. On October 20, 2003, the Company filed with the Court their required Form 6. Schedules and Form 7. Statement of Financial Affairs in a form prescribed by the office of the United States Trustee of the Department of Justice for the Southern District of New York. A copy of these forms for each of the companies is attached hereto as Exhibits 99.1 to 99.6. This Current Report (including the Exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The Company's informational filings with the Court, including the Form 6. Schedules and Form 7. Statement of Financial Affairs, are available to the public at the office of the Clerk of the Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408. The forms may be available electronically, for a fee, through the Court's Internet world wide web site, whose address is www.nysb.uscourts.gov. The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Form 6. Schedules and Form 7. Statement of Financial Affairs, and they were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company, or any other affiliate of the Company. The Form 6. Schedules and Form 7. Statement of Financial Affairs were not audited or reviewed by independent accountants, are in a format prescribed by the United States Trustee of the Department of Justice for the Southern District of New York, and are subject to future adjustment and reconciliation. This Current Report and exhibits hereto may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company assumes no obligations to update or revise any such forward-looking statements. Such statements could be subject to risk and uncertainty that exist in the operations of the Company and the business environment that could render actual outcomes and results materially different from those predicted. These risks and uncertainties include, without limitation and in no particular order, the following factors as well as risks and uncertainties disclosed in the Company's filings with the Securities and Exchange Commission: (i) the impact of competitive products; (ii) changes in law and regulations; (iii) adequacy and availability of insurance coverage; (iv) limitations on future financing; (v) increases in the cost of -2-
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borrowings and unavailability of debt or equity capital; (vi) the effect of adverse publicity regarding nutritional supplements; (vii) uncertainties relating to acquisitions; (viii) the inability of the Company to gain and/or hold market share; (ix) exposure to and expense of resolving and defending product liability claims and other litigation; (x) consumer acceptance of the Company's products; (xi) managing and maintaining growth; (xii) customer demands; (xiii) the inability to achieve cost savings and operational efficiencies from the consolidation of the manufacturing and distribution facilities; (xiv) dependence on individual products; (xv) dependence on individual customers, (xvi) market and industry conditions including pricing, demand for products, levels of trade inventories and raw materials availability, (xvii) the success of product development and new product introductions into the marketplace including the Company's line of ephedra-free products; (xviii) lack of available product liability insurance for ephedra-containing products; (xix) slow or negative growth in the nutritional supplement industry; (xx) the departure of key members of management; (xxi) the absence of clinical trials for many of the Company's products; (xxii) the ability of the Company to efficiently manufacture its products; and (xxiii) the impact of filing for Chapter 11 under the U.S. bankruptcy laws. -3-
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 22, 2003 TWINLAB CORPORATION (registrant) By: /s/ Ross Blechman -------------------------------------- Name: Ross Blechman Its: Chairman of the Board, Chief Executive Officer and President -4-
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EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Twin Laboratories (UK) Ltd. - Form 6. Schedules 99.2 Twin Laboratories (UK) Ltd. - Form 7. Statement of Financial Affairs 99.3 Twinlab Corporation - Form 6. Schedules 99.4 Twinlab Corporation - Form 7. Statement of Financial Affairs 99.5 Twin Laboratories Inc. - Form 6. Schedules 99.6 Twin Laboratories Inc. - Form 7. Statement of Financial Affairs -5-

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:10/22/0348-K
For Period End:10/20/0312
9/4/0328-K,  SC 13D/A
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