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): June 9, 2009
RELIV’
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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1-11768
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37-1172197
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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136
Chesterfield Industrial Boulevard
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Chesterfield,
Missouri 63005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (636) 537-9715
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2 (b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c))
Item
3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On June
9, 2009, Reliv International, Inc. (“Reliv”) notified The Nasdaq Stock Market,
LLC (“Nasdaq”) that its Board of Directors was no longer comprised of a majority
of independent directors as required by Rule 5605(b)(1) of the Nasdaq Listing
Rules. As previously reported by Reliv in its Current Report on Form
8-K filed on May 29, 2009, Patrick Doherty resigned from Reliv’s Board of
Directors on May 27, 2009 and declined to stand for re-election. At
Reliv’s annual shareholder’s meeting on May 28, 2009, Reliv’s remaining eight
directors were re-elected, four of whom Reliv’s Board of Directors has
determined qualify as independent directors under Nasdaq Listing
Rules.
In
response to Reliv’s notice, Nasdaq issued a deficiency letter to Reliv on June
11, 2009 indicating that Reliv fails to comply with the majority independent
board requirement for continued listing set forth in Listing Rule
5605. Reliv intends to regain compliance with the requirement that
its Board of Directors have a majority of independent directors prior to the
expiration of the cure period provided pursuant to Listing Rule
5605(b)(1)(A).
On June
15, 2009, Reliv issued a press release announcing receipt of this notice. The
full text of the press release is set forth in Exhibit 99 attached
hereto.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits
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99
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Press
Release dated June 15, 2009 captioned: “Reliv International
Receives Notice from Nasdaq.”
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Relìv International,
Inc. has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of Chesterfield, State of Missouri, on
June 15, 2009.
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RELIV’
INTERNATIONAL, INC. |
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By:
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/s/ Steven D. Albright |
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Steven
D. Albright |
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Chief
Financial Officer |
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