Filed
Pursuant to Rule 424(b)(3)
Registration
Number 333-160374
Prospectus
RELIV
INTERNATIONAL, INC.
2009
Distributor Stock Purchase Plan
Warrants to Purchase up to 500,000 shares of Common Stock, no par value
Up to 500,000 Shares of Common Stock, no par value
This prospectus relates to warrants to
purchase up to 500,000 shares of the common stock of Reliv International, Inc.
and also to the shares of common stock to be issued upon exercise of the
warrants.
The warrants will be issued to
participants in our 2009 Distributor Stock Purchase Plan (which may be referred
to in this prospectus as the “Plan” or the “DSPP”). A copy of the Plan is
included as Appendix 1 to this prospectus. Persons eligible to participate in
the DSPP must be distributors of Reliv who have achieved the level of
“Ambassador” as defined by Reliv. Reliv will issue to each participant in the
DSPP warrants to purchase shares of common stock in an amount equal to 25% of
the aggregate number of shares purchased for the participant under the DSPP
during a calendar year through deductions from the participant’s monthly
compensation. The issuance of warrants for a given year will be effective on
December 31 of that year.
Under the
DSPP, Reliv distributors who have achieved the level of Ambassador will have the
opportunity to allocate a portion of their monthly compensation from Reliv into
the DSPP to be used for the purchase of our common stock. All purchases of
common stock under the DSPP will be effected on the public market by American
Stock Transfer & Trust Company, which is the administrator of the DSPP.
Reliv will not issue any shares of common stock in connection with the DSPP
other than shares issued upon the exercise of the warrants.
Our common stock currently trades on
the NASDAQ Global Select Market under the symbol “RELV.” On July 14,
2009, the last reported sale price of our common stock was $3.09 per
share.
Neither the Securities and Exchange
Commission nor any state securities commission or other regulatory body has
approved or disapproved these securities or passed upon the adequacy or accuracy
of this prospectus. Any representation to the contrary is a criminal
offense.
INVESTING IN OUR SECURITIES INVOLVES
RISKS. SEE “RISK FACTORS” AT PAGE 4 OF THIS
PROSPECTUS.
The
date of this prospectus is July 14, 2009
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In this
prospectus, the terms “Reliv,” “we,” “us” and “our” refer to Reliv
International, Inc. and its consolidated subsidiaries, unless otherwise
indicated.
This
prospectus is part of a registration statement we filed with the Securities and
Exchange Commission. You should rely only on the information
contained or incorporated by reference in this prospectus. We have
not authorized anyone to provide you with different information. The
information contained or incorporated by reference in this prospectus is
accurate only as of the respective dates of such information, and you should not
assume that the information contained or incorporated by reference in this
prospectus is accurate as of any date other than the date on the front of this
prospectus. It is important for you to read and consider all
information contained or incorporated by reference in this prospectus in making
your investment decision. You should also read and consider the
additional information under the caption “Where You Can Find More
Information.”
Certain statements made in this
prospectus and the documents incorporated by reference in this prospectus
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are not
historical facts, but rather are our beliefs and expectations and are based on
our current expectations, estimates, projections, beliefs and assumptions about
us and our industry. Words such as “may,” “will,” “believe,”
“anticipate,” “expect,” “intend,” “plan,” “seek,” “estimate” and similar
expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of which are
beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed or forecasted in the forward-looking
statements.
Certain of these risks and
uncertainties are more fully described in the section captioned “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2008, which is
incorporated by reference in this prospectus. Additional risks and
uncertainties and contingencies not presently known to us or that we currently
deem immaterial could also cause our results, performance or achievements to
differ materially from those predicted in any forward-looking statements. Such
statements reflect our view only as of the date of this prospectus and the
documents incorporated by reference, or other dates which are specified in those
documents.
We are a developer, manufacturer and
marketer of a proprietary line of nutritional supplements addressing basic
nutrition, wellness needs, weight management and sports
nutrition. All but one of our science-based supplements are packaged
in powdered form and are not only simple to use but also, when mixed with water,
juice or other liquid and consumed, provide an effective means of delivering
nutrients to the body. We also offer one encapsulated product and a
line of skin care products. We sell our products through an
international network marketing system using independent
distributors. We have sold products in the United States since 1988
and selected international markets since 1991.
Reliv is a Delaware
corporation. Our principal offices are located at 136 Chesterfield
Industrial Boulevard, Chesterfield, Missouri 63005 and our telephone number at
that address is (636) 537-9715. Our website address is www.reliv.com. Information contained on our website
is not part of this prospectus and is not incorporated in this prospectus by
reference.
Investment
in our common stock involves a high degree of risk. You should carefully
consider the risks described in the section entitled “Risk Factors” contained in
our Annual Report on Form 10-K for the year ended December 31, 2008. Each of the
risks described in this section could materially and adversely affect our
business, financial condition, results of operations and prospects and could
result in a loss of your investment.
There
have been no material changes from the risk factors disclosed under “Risk
Factors” in our Form 10-K for December 31, 2008.
Reliv
offers to its distributors who have reached the level of “Ambassador” under the
standards for distributors established by Reliv the opportunity to participate
in the Reliv International, Inc. 2009 Distributor Stock Purchase Plan, a copy of
which is included as Appendix 1 to this prospectus. The DSPP allows
those distributors, primarily those resident in the United States, who have
achieved the Ambassador level the opportunity to allocate a portion of their
monthly compensation from Reliv into the DSPP. The funds so allocated will be
used to purchase our common stock on the public market. Participants
may also make additional contributions to the DSPP which will also be used to
purchase shares of Reliv common stock for their accounts. At the end
of each calendar year that the DSPP is effective, Reliv will issue to
participants warrants to purchase shares of Reliv common stock based on the
number of shares purchased by such participants during the year through
compensation deductions. The warrant exercise price will equal the
market price for our common stock at the year end.
The DSPP
will provide a convenient means for participants to purchase shares of Reliv
common stock and to obtain the rights, risks and rewards associated with stock
ownership. Participation in the DSPP is entirely voluntary, and
distributors should consider carefully both the opportunities and the risks in
making a decision whether to participate. We make no recommendations
with respect to the purchase of our common stock or participation in the
DSPP.
This
prospectus is not an offer or contract of continued service with Reliv and does
not supersede or modify any of the terms of a distributor’s Distributor
Agreement with Reliv. Further, this prospectus does not constitute an offering
in any jurisdiction in which such offering may not lawfully be
made.
The DSPP
is not intended to be an “employee stock purchase plan” under Section 423 of the
Internal Revenue Code of 1986 (the “Code”), and the federal income tax
consequences of a purchase of common stock through the DSPP or by the exercise
of warrants issued under the DSPP are different from those under an “employee
stock purchase plan.” See the section in this prospectus entitled
“U.S. Federal Income Tax Consequences.”
The DSPP
will be managed by the Compensation Committee of Reliv’s Board of Directors. The
Administrator for the DSPP will be American Stock Transfer & Trust
Company.
Generally,
a distributor is eligible to participate in the DSPP if he or she (i) is a Reliv
Distributor in good standing and (ii) has reached the level of
Ambassador. Only distributors who are (i) citizens or residents of
the United States of America or (ii) citizens or residents of a country in which
the DSPP and purchases and sales of common stock provided for in the DSPP are in
compliance with the laws of that country. Presently, only citizens or
residents of the United States may participate. In this Prospectus, we use the
term “Eligible Distributor” to refer to any Distributor that meets these
eligibility requirements for participation in the DSPP.
Participation
in the DSPP is entirely voluntary and is based upon the election of an Eligible
Distributor to enroll in the DSPP.
An
Eligible Distributor may enroll in the DSPP by completing and submitting to
Reliv a Distributor Stock Purchase Plan Enrollment Form. Enrollment
is subject to the approval of the enrollment form by Reliv.
Participation
in the DSPP by an Eligible Distributor will be effective as of the first day of
the calendar month following receipt and approval of the completed Enrollment
Form. With respect to any Eligible Distributors who have completed
Enrollment Forms prior to the effective date of the DSPP, their enrollment shall
become effective on the effective date of the DSPP, which will be the date the
registration statement filed with the SEC respecting the DSPP shall become
effective.
Contributions
to the DSPP may be made only by participants. A participant may elect
to have an amount not less than $100 and not in excess of 20% of the
participant’s monthly compensation from Reliv deducted from such monthly
compensation and contributed to the participant’s account in the
DSPP. The total of compensation check deductions and the direct
contributions described below, however, may not exceed $10,000.00 for any
investment date. The initial election to deduct from a participant’s
monthly compensation must be made at the time of the enrollment or at the time a
participant later elects to use direct deduction. At any time
thereafter, a participant may, by written notice to Reliv, increase or decrease
the amount of, or terminate, deductions from the participant’s monthly
compensation.
Contributions
in the form of deductions from a participants’ monthly compensation will
commence on the first compensation payment date (typically the 15th of the
month) that is at least 20 days after the effective date of a participant’s
enrollment. Reliv will remit to the Administrator funds withheld from
a participant’s monthly compensation on or about the 20th day of
each month.
All
participants may make direct contributions to their accounts (in lieu of, or in
addition to, any amounts which a participant may authorize to be deducted from
his or her compensation received from Reliv) of not less than $25.00 for the
purchase of shares. For participants making their first contribution
to the DSPP by means of a direct contribution, the minimum initial investment is
$250.00. The maximum investment for new or existing participants is
$10,000.00 per investment (combined direct contributions and compensation check
deductions). Direct contributions should be sent directly by the
participants to the Administrator at:
American
Stock Transfer & Trust Company
Attn:
Dividend Reinvestment Department
P.O. Box
922
Wall
Street Station
New York,
New York 10269-0560
Participants
may arrange for automatic monthly direct contributions, in whole dollar amounts,
of not less than $25.00, by electronic withdrawal, from their bank
accounts. To arrange for automated withdrawal of funds from a bank
account, a participant must complete and return an authorization form with
either a voided blank check or pre-printed deposit ticket for the account and
from the bank on which the funds will be drawn. Participants may also
sign up for monthly electronic funds transfer by accessing the Administrator’s
internet site, www.amstock.com, and
following the instructions contained on the site. Automatic
investment withdrawals will be made on the 10th day of each month (or the next
following business day if the 10th is not a business day).
If a
check submitted is returned to the Administrator as “unpaid,” the Administrator
will resell the shares just purchased and liquidate additional shares, if
necessary, to reimburse itself for any fees or loss incurred when reselling the
shares from the participant’s account.
Upon
enrollment in the DSPP, a separate program account will be established by the
Administrator in the name of the participant. The Administrator will
provide each participant with a quarterly account statement and an advice
following each purchase made in the participant’s account. All shares
purchased for the participant will be maintained in the participant’s
account.
A
participant may view his or her transaction history online. Details
available online include share price, commission paid and transaction type and
date. A participant may also call the Administrator by dialing
1-877-749-4979 (toll free) and following the instruction of the automated
telephone system. The participant may also speak to a customer
service representative by calling the same number during normal business hours,
Eastern Time.
Participants
may elect to deposit to their DSPP accounts certificates for shares of our
common stock which they may own other than under the DSPP. The
Administrator will credit these shares to the participant’s account in the form
of book entry shares. Participants wishing to deposit such shares in
their accounts should contact American Stock Transfer & Trust Company at the
telephone number provided above. There is a transaction fee of $7.50
for the deposit of shares into a participant’s DSPP account.
A
participant may request the Administrator to issue a certificate or certificates
for some or all of the shares held in participant’s DSPP account. The
request for issuance of a certificate should be made using the bottom portion of
the investment statement sent by the Administrator to
participant. There is no fee to the participant for the issuance of a
certificate. Withdrawal of shares from a participant’s DSPP account
will remove the shares from the DSPP, including the automatic reinvestment of
dividends on such shares.
The
Administrator will transmit to each participant notices and other shareholder
communications received from Reliv with respect to shares of our common stock
held under the DSPP in the participant’s account. The participant
will be entitled to vote all shares held in his or her name in the
account. Participants in the DSPP will be enrolled automatically in
our Dividend Reinvestment & Direct Stock Purchase and Sale Plan (“DRP”)
which is also administered by the Administrator. In accordance with
the DRP, dividends on all shares held in the participant’s account will be
reinvested in additional shares of our common stock. Participants
will be responsible for the fees for participating in the dividend reinvestment
service.
Reliv
will remit to the Administrator the funds withheld from participants’ monthly
compensation by the 20th of each
month. The Administrator will credit such funds promptly to each
participant’s account and apply such funds, together with any other funds
deposited by the participant, promptly to the purchase for the participant’s
account the maximum number of shares of our common stock which can be purchased
with such funds on the next available investment date. Purchases will
be made on the open market by the Administrator promptly following receipt of
the funds from Reliv. No interest will be paid on any funds held
pending investment. The timing of all purchases and the price to be
paid for shares of common stock purchased
on the open market pursuant to the DSPP will be determined solely by the
Administrator.
With
respect to purchases of common stock on the open market, the price per share to
the participants shall be the weighted average purchase price paid by the DSPP
for shares purchased during a particular period. If purchases of
shares are made over a period of time, the shares purchased will be allocated to
each account based on the average price paid for all shares in that
period.
A
participant’s account will be charged a fee of $0.04 per share purchased for the
account. Except as otherwise provided herein, all other costs of
administration shall be paid by Reliv.
At any
time, a participant may direct the Administrator to sell any or all of the
shares held in the participant’s account. The Administrator will
aggregate all requests for shares to be sold and sell the total share amount on
the open market in ordinary brokerage transactions using a brokerage firm
selected by the Administrator. The shares will be sold on any
exchange or market on which the shares are listed or quoted. Sales
will be made no less than once a week and may be made as often as daily at the
discretion of the Administrator. The selling price will not be known
until the sale is completed. Participants should be aware that the
price for shares may fall during the period between a request for sale, its
receipt by the Administrator and the ultimate sale on the open
market. Instructions sent to the Administrator to purchase or sell
shares may not be rescinded and are binding on the participant.
In
connection with each sale of shares from a participant’s account, the
participant will be charged an administrative fee of $15.00 and a commission of
$0.10 per share sold. The amount of the fee and commission will be deducted from
the sale proceeds. Following the sale, the net proceeds of the sale
will be sent by check to the participant. The statement accompanying
the check should be retained for tax purposes.
A
participant may instruct the Administrator to sell any or all shares held in his
or her DSPP account in one of three ways:
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A
participant may go to www.amstock.com
and log into his or her account. A participant may sell shares
in two easy steps.
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A
participant may call the toll-free telephone number supplied below to
access the Administrator’s automated telephone system with his or her
sales order.
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A
participant may complete and sign the tear-off portion of his or her
account statement or purchase confirmation and mail the instructions to
the Administrator. If there is more than one individual owner
on the account, all participants must sign the tear-off portion of the
account statement or purchase
confirmation.
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Mail the
instructions to the Administrator:
American
Stock Transfer & Trust Company
Dividend
Reinvestment Department
P.O. Box
922
Wall
Street Station
New York,
New York 10269-0560
Telephone
Number: 1-877-749-4979
Any stock
dividends, distributions or stock split shares distributed on shares held by the
Administrator for a participant in the DSPP, including any fractional share
distributions, will be credited directly to the participant’s
account.
A
participant’s participation in the DSPP will immediately terminate if the
participant elects to cancel his or her participation in the DSPP, ceases to be
eligible to participate in the DSPP by reason of the termination of the
participant as an Ambassador or has made no contributions under the plan for a
continuous period of twelve months. Participation will also terminate in the
event of the participant’s death or, in the case of entity participants, the
participant’s dissolution or liquidation. A participant whose participation in
the plan is terminated may, after six months from the date of termination, elect
to again participate in the plan so long as the participant is an Ambassador in
good standing and is otherwise eligible to participate.
Participants
may elect to deposit certificates for shares otherwise owned into their DSPP
account for safekeeping with the Administrator. The Administrator
will credit these shares to the participant’s account in the form of book entry
shares. Certificates for safekeeping can be sent to the Administrator
when enrolling in the DSPP along with a completed enrollment
application. Once enrolled, additional certificates for safekeeping
may be sent to the Administrator along with the completed tear-off portion of
the statement of account provided to the participant. The
certificates to be deposited, together with an enrollment application or bottom
part of the statement, should be sent registered mail to the Administrator along
with a check or money order for $7.50 to:
American
Stock Transfer & Trust Company
Dividend
Reinvestment Department
P.O. Box
922
Wall
Street Station
New York,
New York 10269-0560
Telephone
Number: 1-877-749-4979
Participants
should use registered mail when sending stock certificates, insured for 2% of
the market value of the shares, which would be the approximate cost of replacing
the certificates should they be lost in the mail. Certificates should
not be endorsed and participants should keep their own
records as to the original cost basis for any certificates deposited into the
DSPP account.
There is
a transaction fee of $7.50 for each deposit of certificates, although multiple
certificates may be deposited at the same time for a single transaction fee of
$7.50. A check made to the order of American Stock Transfer &
Trust Company for the total transaction fee should be sent along with the
certificates to be deposited. Certificates received with instructions
to deposit shares will be rejected if a check is not received. The
fee for depositing certificates, however, will be waived if the certificates are
being deposited with simultaneous instructions to sell shares. In
this case, both the deposit and sale boxes of the instructions should be
checked, and the fees associated only with the sale of shares will
apply.
Reliv
will issue to each participant on or about December 31 each year, warrants to
purchase shares of our common stock in an amount equal to 25% of the aggregate
number of shares purchased for participant under the DSPP during the year
through deductions from the participant’s monthly compensation, up to a maximum
amount of 25% of the total number of shares in the participant’s account at the
end of such year. Direct cash contributions by a participant to the
DSPP and shares deposited by a participant in the account are not included for
purposes of determining the number of shares subject to the
warrant.
The
warrant purchase price per share shall be the closing price of the common stock
on the NASDAQ Stock Market, or such other national exchange on which the common
stock shall be listed, on the last business day of the calendar
year.
The
warrants shall be for a term of three years and shall be exercisable, in whole
or in part, at any time, or from time to time, during the term of the
warrants.
A
participant shall be entitled to receive warrants only if, at the time the
warrants are to be issued, the participant is an Ambassador in good
standing.
Any and
all warrants issued to a participant, and all rights of a warrant holder to
exercise a warrant, shall terminate immediately upon the termination of
participant’s status as a Distributor in good standing, except as a result of
the death of the participant. Upon the death of a participant warrant
holder, the participant’s personal representative shall have the right to
exercise any warrants held by the participant for a period of 60 days following
the date of death of the participant, at which time the warrants shall, if
unexercised, terminate.
Warrants
issued pursuant to the DSPP are non-transferable and may not be sold, assigned
or transferred. Any purported transfer of a warrant shall be
void.
A
participant may request the Administrator to issue a certificate for some or all
of the shares in his or her account using one of three ways:
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Participant
may go to www.amstock.com
and log into his or her
account.
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Participant
may call 1-877-749-4979 to access the Administrator’s automated telephone
system with his or her withdrawal
order.
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Participant
may complete and sign the tear-off portion of his or her account statement
or purchase confirmation and mail the instructions to the
Administrator.
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There is
no fee to the participant to issue a certificate. The Administrator
will issue a certificate in the exact registration shown on the participant’s
account statement unless otherwise instructed. Certificates will be
sent by first class mail, generally within a few days after receiving the
participant’s request. Participants must be aware that the withdrawal
of shares from the account will remove those shares from the DSPP and will
result in the loss of any advantage and convenience provided by the DSPP,
including the automatic reinvestment of dividends on those shares.
Participants
are entitled to voting rights with respect to all shares held in accounts under
the DSPP. As the owner of Reliv shares, participants have the right
to attend and vote at Reliv’s annual stockholder meeting and at any other
stockholder meeting Reliv may hold. Each share of common stock
participants hold entitles them to one vote on each matter submitted for a vote
of Reliv stockholders.
When a
participant purchases shares in Reliv, he or she has the opportunity to
personally benefit from any growth in the price of Reliv shares.
If a
participant receives warrants to purchase shares, the purchase price per share
will be the closing price of our common stock on the market on December 31 of
the year for which the warrant is issued. Participants have no
obligation to exercise the warrant or to purchase shares under the
warrant. However, during the term of the warrant, participants have
the right to purchase the number of shares provided for in the warrant at the
price fixed in the warrant. If the market price of the common stock
is greater than the warrant exercise price, participants will have the
opportunity to benefit from that difference by exercising the warrant and
selling the shares purchased, or participants may hold the shares purchased by
exercising the warrant.
As is the
case with all stock purchases, there can be no assurance that the price of Reliv
shares will rise or remain at any particular levels. The common stock
price may fall below the price participants pay. We make no
representation as to the value or market performance of our common
stock. The decision to participate in the DSPP, or to exercise any
warrant participants may receive, is solely a participant’s choice, dependent on
his or her individual financial situation.
The DSPP
is not intended to qualify as an “employee stock purchase plan” within the
meaning of Section 423 of the Code. The following is a summary of the
U.S. federal income tax consequences of participation in the DSPP based on the
Internal Revenue Code, regulations, administrative
rulings and court decisions in effect on the date of this prospectus, all of
which are subject to change, possibly with retroactive effect. This is only a
summary, and does not purport to be a complete analysis or listing of all
potential tax effects that may apply to you; nor does it attempt to deal with
any of the special provisions that could apply to your particular
situation. In addition, tax consequences under state, local and
foreign laws are not addressed herein. Reliv does not assume any
responsibility in connection with the tax liability of any person who
participates in the DSPP. Participants are urged to consult
with their own tax advisors to determine the specific U.S. federal, state, local
and foreign tax consequences applicable to you.
Tax on Amounts Deducted from Monthly
Compensation. Amounts deducted from monthly compensation and
deposited into a DSPP account constitute income to the participant for U.S.
federal income tax purposes. The amount of such income will be
included in the income that Reliv will report to the participant and the IRS on
Form 1099 or other appropriate form. A participant’s basis in the shares
purchased through the DSPP will be the cost as reported on the investment
statement provided to the participant by the Administrator.
Tax on Issuance and Exercise of
Warrants; Tax Basis A participant will not recognize any
income or gain upon the grant of warrants. However, upon exercise of
the warrants the participant will recognize income in an amount equal to the
difference between the value of the stock on the date acquired and its exercise
price. A participant’s basis in the stock acquired will be the
exercise price plus the amount of income recognized upon exercise.
Tax on Payment of
Dividend. Dividends paid on shares held in a DSPP account will
be taxable even though the proceeds are used to purchase additional shares
through the Company’s DRP. The basis in stock so acquired will equal
its cost.
Tax When Shares are
Sold. When a participant sells shares acquired under the DSPP,
the DRP or shares purchased by the exercise of a warrant, the amount a
participant receives for such shares in excess of his or her tax basis generally
will be treated as capital gain. It will be long term or short term
depending upon the holding period of the shares.
IRS CIRCULAR 230
DISCLOSURE: THIS DOCUMENT IS NOT INTENDED TO BE USED, AND MAY
NOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON ANY
PERSON. THE ADVICE CONTAINED IN THIS DOCUMENT WAS WRITTEN TO SUPPORT
THE PROMOTION OR MARKETING OF THE TRANSACTIONS AND MATTERS DISCUSSED
HEREIN. EACH PARTICIPANT SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX
ADVISOR BASED ON HIS OR HER INDIVIDUAL CIRCUMSTANCES.
We have
no specific plan for the proceeds from the exercise of the warrants issued under
the DSPP, although currently we expect to use such proceeds for working capital
and general corporate purposes. No minimum amount of proceeds is required to be
received by us in this offering.
This
prospectus and the registration statement of which it is a part relate solely to
the issuance from time to time of warrants to purchase up to 500,000 shares of
our common stock under the DSPP and up to 500,000 shares of our common stock to
be issued upon exercise of the warrants. The warrants and shares will be issued
under the DSPP to distributors of Reliv who are qualified to participate in the
DSPP and who have enrolled to participate in the DSPP.
Except as
described in this prospectus, we will not pay commissions, discounts or any
other payments to any person for services in connection with the offer or sale
of the warrants or shares of common stock under the DSPP. We will pay all costs
of administering the DSPP. Participants will not incur brokerage commissions or
service charges for the purchase of shares under the DSPP except as described in
this prospectus.
The
source of the shares we deliver under the DSPP to participants when they
exercise warrants issued to them will be authorized but unissued shares,
treasury shares or shares that we may acquire on the open market. The
number of shares available for purchase by holders of warrants will be subject
to adjustment as provided in the DSPP for stock splits, stock dividends,
recapitalizations and other similar events.
The
validity of the issuance of the securities offered hereby will be passed upon
for us by Lewis, Rice & Fingersh, L.C. St. Louis, Missouri.
Our
consolidated financial statements appearing in our Annual Report (Form 10-K) for
the year ended December 31, 2008 (including the schedules appearing therein),
and the effectiveness of our internal control over financial reporting as of
December 31, 2008 have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
The SEC
allows us to “incorporate by reference” in this prospectus information that we
have filed with the SEC, which means that we can disclose important information
to you by referring to another document filed separately with the
SEC. This prospectus incorporates by reference the documents set
forth below that we have previously filed with the SEC:
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1.
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Annual
Report on Form 10-K for the year ended December 31, 2008, filed with the
SEC on March 13, 2009.
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2.
|
Quarterly
Report on Form 10-Q for the period ended March 31, 2009, filed with the
SEC on May 11, 2009.
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3.
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Current
Reports on Form 8-K filed with the SEC on July 6, 2009, June 15, 2009, May
29, 2009, April 30, 2009, April 28, 2009 and February 25, 2009 (as amended
on February 26, 2009).
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4.
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All
other reports filed by us with the SEC pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31,
2008.
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The
information incorporated by reference in this prospectus is considered to be
part of this prospectus, except for any information superseded by information in
this prospectus, and the information that we file later with the SEC will
automatically update and supersede this information. We also
incorporate by reference in this prospectus any such future filings made with
the SEC under Section 13(a), 14 or 15(d) of the Exchange Act, until we sell all
of the securities we are offering.
Any
statement contained in this prospectus or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus, or in any subsequently filed document which also
is or is deemed to be incorporated by reference in this prospectus, modifies or
supersedes such statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
You may
request a copy of these filings (not including the exhibits to such documents
unless the exhibits are specifically incorporated by reference in the
information contained in this prospectus), at no cost, by writing or telephoning
us at the following address:
136
Chesterfield Industrial Boulevard
Chesterfield,
Missouri 63005
Attn: Investor
Relations
(636)
733-1314
The SEC
requires public companies like Reliv to disclose financial and other information
to the public. This provides information to assist all investors,
whether large institutions or private individuals, in making investment
decisions. Reliv common stock is traded on the NASDAQ Global Select
Stock Market under the symbol “RELV.”
All of
our information filed publicly with the SEC is available at the Public Reference
Room maintained by the SEC at 100 F Street, N.E., Washington, D.C.
20549. In addition, materials filed electronically by Reliv via the
SEC’s EDGAR system are available at the SEC’s website at www.sec.gov. or by calling the SEC at
1-800-SEC-0330 for further information.
We
maintain a website at www.reliv.com. We post on our
website, as soon as reasonably practicable after we file documents with the SEC,
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, amendments to those reports, and the proxy statement for our annual
stockholder meeting. You may access these documents free of charge at
our website. The reference to our web address does not constitute
incorporation by reference of the information contained at that
website.
RELIV’ INTERNATIONAL,
INC.
2009 DISTRIBUTOR STOCK
PURCHASE PLAN
1.
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NATURE
AND PURPOSE OF THE PLAN.
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The
purpose of this 2009 Reliv’ International, Inc. Distributor Stock Purchase Plan
(the “Plan”) is to give participating independent distributors (“Participants”)
of Reliv’ International, Inc. (the “Company”) a convenient means to purchase
shares of the Company’s common stock, no par value (the “Common Stock”), and to
provide additional incentive to these independent distributors to exert their
best efforts in building their Reliv’ businesses. Through the Plan,
Participants will have the opportunity to allocate a portion of their monthly
compensation from the Company into the Plan to be used for the purchase of the
Company’s Common Stock. Participants will also be able to make cash
payments which will be used to purchase shares of the Company’s Common Stock on
behalf of the Participants. At the end of each calendar year, the
Company will grant warrants to purchase shares of the Company’s Common Stock to
Participants based on the number of shares of Common Stock purchased by the
Participant under the Plan during the year through compensation check
deductions. The warrant exercise price will equal the market price for the
Company’s Common Stock at year end.
As used
in this document, the following capitalized terms will have the meanings
indicated:
2.1 “Administrator”
will mean American Stock Transfer & Trust Company, the Company’s stock
transfer company, or other entity appointed by the Committee to service the Plan
and act as its independent agent as provided hereinafter.
2.2 “Ambassador”
will mean a Distributor who reaches and maintains the level of Ambassador under
the Company’s compensation plan as amended from time to time.
2.3 “Board”
will mean the Board of Directors of the Company.
2.4 “Committee”
will mean the Compensation Committee of the Board, or, in the absence of such a
Committee, the Executive Committee of the Board which administers the
Plan.
2.5 “Common
Stock” will mean the Company’s common stock, no par value.
2.6 “Distributor”
will mean an individual, partnership, corporation or other legal entity whose
completed “Distributor Application and Agreement” has been received and accepted
by the Company and which continues in full force and effect and whose
distributorship is not the subject of suspension or termination proceedings by
the Company.
2.7
“Distributor Application and Agreement” will mean the official, approved
Distributor Application and Agreement form in effect and used by the Company
from time to time in the jurisdiction in which a Distributor
resides.
2.8 “Participant”
will mean any Distributor who is participating in the Plan.
2.9 “Plan”
will mean this Reliv International, Inc. 2009 Distributor Stock Purchase Plan,
as the same may from time to time be amended.
2.10 “Servicing
Agreement” will mean the agreement entered into by the Company with the
Administrator and any successor Administrator.
2.11 “Shares”
will mean shares of Common Stock, which may be purchased from time to time under
this Plan.
2.12 “Warrants”
will mean warrants to purchase shares of Common Stock which may be issued from
time to time to Participants in accordance with and under the terms of this
Plan.
3.
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ELIGIBILITY AND
PARTICIPATION.
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Participants
in the Plan will be subject to the following conditions:
3.1 Only
Distributors in good standing who have reached the level of Ambassador are
eligible to participate in the Plan. Only Ambassadors who are (i)
citizens or residents of the United States of America or (ii) citizens or
residents of a country in which a registration statement respecting the Plan and
Shares to be purchased pursuant to the Plan shall be effective, or the Company
shall have determined that an exemption from registration shall be available,
shall be eligible to become Participants.
3.2 Contributions
to the Plan may only be made by a Participant upon the terms and conditions of
the Plan and the Enrollment Forms.
3.3 Participation
in the Plan is entirely voluntary. Each Ambassador electing to
participate in the Plan must evidence his or her election (and any changes
thereof, including without limitation any election to terminate participation in
the Plan as provided in Section 12 below) on such forms as shall be supplied by
the Company (collectively, the “Enrollment Forms”) and in accordance with such
administrative rules and procedures as may be established by the
Company.
3.4 Participation
in the Plan by an eligible Ambassador will be effective as of the first day of
the calendar month following receipt and approval of the completed Enrollment
Forms. Upon the effectiveness of the Plan, existing Ambassadors shall
be permitted to enroll on the effective date of the Plan provided completed
Enrollment Forms have been received and approved by that date.
Contributions
to the Plan will be made solely by the Participants. The Company will
not make any matching contributions to the Plan, except for the warrants
described in Section 11 below. All contributions will be subject to
the following:
4.1 A
Participant may elect to have an amount not less than $100.00 and not in excess
of 20% of his or her monthly compensation check deducted by the Company from his
or her compensation check and contributed to the Participant’s Account.
(However, the total of compensation check deductions and the direct
contributions described below may not exceed $10,000.00 for any investment.)
This election shall be made at the time of enrollment in the Plan or at the time
a Participant later elects to use direct deduction. A Participant may
increase or decrease the amount deducted from the compensation check from time
to time (within the limitations indicated above) by giving written notice to the
Company. A Participant may make additional direct contributions to
the Plan as provided in Paragraph 4.2 below in excess of the limitations set
forth in this Paragraph.
4.2 All
Participants may make direct contributions to their accounts (in lieu of, or in
addition to, any amounts which Participant may authorize to be deducted from
Participant’s compensation received from the Company), at any time, or from time
to time, of not less than $25.00 for the purchase of Shares, subject to the
terms of the Plan. For Participants making their first contribution
to the Plan by means of a direct contribution, the minimum initial investment is
$250.00. The maximum investment (combined direct contributions and
compensation check deductions) for new or existing Participants is $10,000.00
per investment. Direct contributions should be sent directly by the
Participants to the Administrator at:
American
Stock Transfer & Trust Company
Attn:
Dividend Reinvestment Department
P.O. Box
922
Wall
Street Station
New York,
New York 10269-0560
Participants
may arrange for automatic monthly direct contributions, in whole dollar amounts,
of not less than $25.00, by electronic withdrawal, from their bank
accounts. To arrange for automated withdrawal of funds from a bank
account, Participants must complete and return an authorization form with either
a voided blank check or pre-printed deposit ticket for the account and from the
bank on which the funds will be drawn. Participants may also sign up
for monthly electronic funds transfer by accessing the Administrator’s internet
site, www.amstock.com, and
following the instructions contained on the site. Automatic
investment withdrawals will be made on the 10th day of each month (or the next
following business day if the 10th is not a business day).
4.3 If
a check submitted is returned to the Administrator as “unpaid,” the
Administrator will resell the shares just purchased and liquidate additional
shares, if necessary, to reimburse itself for any fees or loss incurred when
reselling the shares from your Account.
4.4 The
Plan is not qualified under Section 401(a) of the Internal Revenue Code, and
contributions made to the Plan will not be excluded or deductible from a
Participant’s taxable income.
5.1 An
Ambassador who wishes to participate in the Plan shall complete and deliver the
Enrollment Forms to the Company. Enrollment Forms may be obtained at
any time upon written request to the Company. An Ambassador’s
participation will be effective as provided in Section 3.4. Purchases
on behalf of a new Participant shall commence as soon as possible after the
effective date of the Participant’s enrollment. Contributions in the
form of deductions from compensation checks will commence on the first
compensation payment date (typically the 15th of the month) that is at least 20
days after the effective date of a Participant’s enrollment.
5.2 Upon
enrollment in the Plan, a separate program account (“Account”) shall be
established in the name of the Participant. The relationship between
the Participant and the Administrator shall be governed by this Plan and the
Enrollment Forms.
5.3 The
Administrator will provide each Participant with a quarterly Account statement
and an advice following each purchase made in a Participant’s Account to serve
as confirmation of the purchase. No purchases other than the purchase
of Shares may be made through the Account and no securities other than Shares
may be held in the Account.
5.4 A
Participant may also view his or her transaction history
online. Details available online include share price, commission
paid, and transaction type and date. A Participant may also call the
Administrator by dialing 1-877-749-4979 (toll free) and following the
instruction of the automated telephone system. The Participant may
also speak to a customer serve representative by calling the same number during
normal business hours, Eastern Time.
5.5 Participants
will be entitled to vote all stock (full and fractional shares) held in their
Plan Account. The Administrator will transmit to each Participant
other shareholder communications received from the Company with respect to
Shares acquired pursuant to and held under the Plan in the Participant’s
Account.
All
purchases of Shares will be subject to the following terms as well as the terms
and conditions of the Servicing Agreement and policies and procedures that may
be adapted by the Committee.
6.1 The
Company will remit to the Administrator the funds withheld from a Participant’s
compensation check by the 20th of each month. The Administrator shall
credit such funds promptly to the Participant’s Account and apply such funds
promptly to the purchase on behalf of each Participant’s Account of the maximum
number of Shares that can be purchased with said funds on the next available
investment date. The Administrator will apply cash payments from all
Participants and commingle them to purchase shares in the open
market. The price per
share cannot be determined prior to the purchase. For optional cash
payments, purchases are made at least once a week. Purchases may be
made as often as daily, depending on investment volume, at the discretion of the
Administrator. No interest will be paid on any cash held pending
investment. The timing of all purchases and the price to be paid for
Shares of Common Stock purchased on the open market pursuant to the Plan will be
determined solely by the Administrator.
6.2 In
the case of purchases of Common Stock on the open market, the price to
Participants will be the average of all Shares purchased for that
investment. If purchases of Shares are made over a period of time,
the Shares so purchased will be allocated to each Account based on the average
price paid for all Shares purchased in that period.
6.3 A
Participant’s Account will be charged a fee of $0.04 per Share purchased for the
Participant’s Account. Except as otherwise provided herein, all other
costs of administration shall be paid by the Company.
6.4 Participants
in the Plan will be enrolled automatically in the Company’s Dividend
Reinvestment & Direct Stock Purchase and Sale Plan (the “DRP”), which is
administered by American Stock Transfer & Trust
Company. Participants must participate in the dividend reinvestment
service of the DRP under which the dividends on all shares held in Accounts will
be reinvested in additional shares of the Company’s Common
Stock. Participants will be responsible for the fees for
participating in the dividend reinvestment service. If Participants
deposit Shares in certificate form for safekeeping (see Paragraph 8 below),
dividends on those Shares will also be reinvested. Participants may
not elect to reinvest less than all dividends on Shares held by the
Administrator.
6.5 In
the event that the Company makes available to the holders of Common Stock rights
to purchase additional shares of Common Stock or other securities, the Company
will distribute such rights accruing to shares of Common Stock to the
Participants in the same manner as to shareholders who are not Participants in
the Plan.
7.1 A
Participant may instruct the Administrator to sell any or all Shares held in the
Participant’s Account. The Administrator will aggregate all requests
for Shares to be sold and sell the total share amount on the open market in
ordinary brokerage transactions using a brokerage firm selected by the
Administrator. Sales will be made no less than once a week and may be
made as often as daily at the discretion of the Administrator. The
Shares will be sold on any exchange or market in which the Shares are listed or
quoted. The selling price will not be known until the sale is
completed.
7.2 Participants
should be aware that the price for their Shares may fluctuate during the period
between a request for sale, its receipt by the Administrator and the ultimate
sale on the open market. Instructions sent to the Administrator to
purchase or sell Shares may not be rescinded, and are binding to the
Participant.
7.3 In
connection with each sale of Shares from the Participant’s Account, the
Participant will be charged an administrative fee of $15.00 and a commission of
$0.10 per Share sold. The amount of the fee and commission will be deducted from
the sale proceeds. Following the sale, the net proceeds of the sale
will be sent by check to the Participant at the address of
record. The statement accompanying the check should be retained for
tax purposes.
7.4
A Participant may instruct the Administrator to sell any or all shares held in
his or her Plan account in one of three ways:
a. A
Participant may go to www.amstock.com and
log into his or her account. A Participant may sell shares in two
easy steps.
b. A
Participant may call the toll-free telephone number supplied below to access the
Administrator’s automated telephone system with his or her sales
order.
c. A
Participant may complete and sign the tear-off portion of his or her account
statement or purchase confirmation and mail the instructions to the Plan
Administrator. If there is more than one individual owner on the Plan
Account, all Participants must sign the tear-off portion of the account
statement or purchase confirmation.
Mail the
instructions to the Administrator:
American
Stock Transfer & Trust Company
Dividend
Reinvestment Department
P.O. Box
922
Wall
Street Station
New York,
New York 10269-0560
Telephone
Number: 1-877-749-4979
All sales
are subject to income tax reporting. It is solely the Participant’s
responsibility to determine the tax consequences of such sales and it is
suggested that a tax advisor be consulted.
8.
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DEPOSITS FOR
SAFEKEEPING.
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8.1 Participants
may elect to deposit certificates for Shares otherwise owned into their Account
for safekeeping with the Administrator. The Administrator will credit
these Shares to the Participant’s Account in the form of book entry
shares. Certificates for safekeeping can be sent to the Administrator
when enrolling in the Plan along with a completed Enrollment
Application. Once enrolled, additional certificates for safekeeping
may be sent to the Administrator along with the completed tear-off portion of
the statement of account provided to the Participant. The
certificates to be deposited, together with an Enrollment Application or bottom
part of the statement, should be sent registered mail to the Administrator along
with a check or money order for $7.50 to:
American
Stock Transfer & Trust Company
Dividend
Reinvestment Department
P.O. Box
922
Wall
Street Station
New York,
New York 10269-0560
Telephone
Number: 1-877-749-4979
8.2 It
is suggested that Participants use registered mail when sending stock
certificates, insured for 2% of the market value of the Shares, which would be
the approximate cost of replacing the certificates should they be lost in the
mail. Certificates should not be endorsed. Participants
should keep their own records as to the original cost basis for any certificates
deposited into the Account.
8.3 There
is a transaction fee of $7.50 for each deposit of
certificates. Multiple certificates may be deposited at the same time
for a single transaction fee of $7.50. A check made to the order of
American Stock Transfer & Trust Company for the total of $7.50 should be
sent along with the certificates to be deposited. Certificates
received with instructions to deposit Shares will be rejected if a check for
$7.50 is not received.
8.4 The
fee for depositing certificates will be waived if the certificates are being
deposited with simultaneous instructions to sell Shares. In this
case, both the deposit and sale boxes of the instructions should be checked, and
the fees associated only with the transactions for selling of Shares will
apply. See the above section on Sale of Shares for applicable fees
associated with the sale of Shares.
A
Participant may request the Administrator to issue a certificate(s) for some or
all of the Shares in the Account. A Participant may request that the
Administrator issue a certificate for some or all of the full shares held in his
or her Plan account in one of three ways:
a. A
Participant may go to www.amstock.com and
log into his or her account. A Participant may withdraw shares in two
easy steps.
b. A
Participant may call the toll-free telephone number supplied in Paragraph 7.4 to
access the Administrator’s automated telephone system with his or her withdrawal
order.
c. A
Participant may complete and sign the tear-off portion of his or her account
statement or purchase confirmation and mail the instructions to the
Administrator.
There is
no fee to the Participant to issue a certificate. The Administrator
will issue a certificate in the exact registration shown on the Plan’s Account
statement unless otherwise instructed. Certificates will be sent by
first class mail, generally within a few days after receiving the Participant’s
request. Participants must be aware that the withdrawal of Shares
from the Account will remove those Shares from the Plan and will result in the
loss of any advantage
and convenience provided by the Plan, including the automatic reinvestment of
dividends on those Shares.
Any stock
dividends, distributions or stock split shares distributed on Shares held by the
Administrator for a Participant in the Plan, including any fractional Share
distributions, will be credited directly into the Participant’s
Account.
11.1 Participants
shall receive at the end of each calendar year warrants to purchase shares of
the Company’s Common Stock. The number of warrants issued shall be an
amount equal to 25% of the total shares purchased for a Participant under the
Plan during the year through direct deductions from compensation
checks. Notwithstanding the above, the number of warrants issued each
year will not exceed 25% of the total shares of common stock in the
Participant’s Account at the end of the year. Direct cash
contributions to the Plan and Shares deposited in the Account for safekeeping
will not be taken into account for this calculation. The warrants
will be issued on or about December 31st of each year.
11.2 The
warrants shall be for a term of three years, and shall be exercisable, in whole
or in part, at any time, or from time to time, during the term of the
warrants.
11.3 The
warrant exercise price shall equal the closing price of the Company’s Common
Stock on the last business day of the calendar year as published by the Nasdaq
Stock Market or other national exchanges on which the Company’s Common Stock is
listed.
11.4 A
Participant shall be eligible to receive warrants only if at the time the
warrants are to be issued the Participant is an eligible Ambassador in good
standing.
11.5 The
warrants shall terminate, and all rights of a warrant holder to exercise a
warrant shall end, immediately upon the termination of the Participant’s status
as a Distributor in good standing, except as a result of a Distributor’s
death.
11.6 Upon
the death of a Participant warrant holder, said warrant holder’s representative
shall have the right to exercise any warrants held by such individual’s estate,
to the extent such warrants are vested, for a period of 60 days following the
date of death.
11.7 The
warrants are non-transferable and any purported transfer shall be
void.
11.8 Participants
will not be subject to U.S. income tax upon the receipt of warrants but may be
subject to U.S. income tax upon the exercise of the warrants, depending on the
market value of the Company’s Common Stock at the time of
exercise.
12.
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TERMINATION OF
PARTICIPATION UNDER THE PLAN. A Participant’s
participation in the Plan shall immediately terminate if and
when:
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12.1 The
Participant voluntarily elects to cancel his or her participation in the Plan
(such cancellation to be effective as of the date of receipt of notice by the
Administrator of a Termination in such form as proscribed by the
Administrator);
12.2 The
Participant ceases to be eligible to participate in the Plan by reason of the
termination of the Participant as an Ambassador, due to the Participant’s death
(if an individual), dissolution or liquidation, or otherwise; or
12.3 The
Participant has made no Contributions under the Plan for a continuous period of
twelve months.
Upon
withdrawal or termination of participation (other than by reason of the
Participant’s death), the Administrator will issue a certificate for the number
of full Shares of Common Stock held in the Account and any fractional Share held
will be sold in accordance with the terms of the Plan. If the net
proceeds of sale of the fractional Share is insufficient to generate the $15.00
service fee and the $0.10 per share commission for the sale, a check will not be
issued and the Participant will not be billed for any amount
due. Alternatively, a Participant may direct the Administrator to
sell any or all of the shares in his or her account. The Participant
should follow the sales procedure outlined in Paragraph 7.4 above and the
Administrator will mail the Participant a check for the net proceeds and Form
1099B for income tax purposes. After the account is closed, dividends
on any shares of Common Stock a Participant holds in stock certificate form will
be sent to the Participant at the address the Participant provides, or
automatically deposited in the Participant’s bank account in accordance with the
Participant’s instructions. Upon the death of the Participant, any
funds that remain in the Participant’s Account and any shares of Common Stock
held in the Participant’s Account will be distributed to the Participant’s
designated beneficiary.
12.4 A
Participant whose participation in the Plan is terminated may, after a period of
six months from the date participation is terminated, elect to again participate
in the Plan so long as the Participant continues to be an Ambassador in good
standing, is otherwise eligible to do so, and completes and delivers to the
Company appropriate Enrollment Forms.
13.
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NO ASSIGNMENT OF PLAN
INTERESTS.
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No rights
of a Participant under this Plan, including without limitation such
Participant’s rights in and to its Account, are assignable by the Participant by
operation of law or otherwise. Any attempt by a Participant or other
person to assign, alienate, or create a security interest in or otherwise
encumber, any of the Participant’s interest under the Plan, or to subject the
same to attachment, execution, garnishment or other legal or equitable process
shall be void.
14.
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EFFECTIVE DATE;
AMENDMENT; TERMINATION.
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14.1 The
effective date of the Plan shall be January 1, 2009 or such later date as a
registration statement relating to the Plan filed with the Securities and
Exchange Commission shall be effective. The Plan will terminate at
the close of business on December 31, 2018, the tenth anniversary of the
effective date hereof, unless earlier terminated in accordance with the
following paragraph. No Shares may be purchased pursuant to the Plan
subsequent to its termination; provided that warrants outstanding as of the date
of termination of the Plan shall remain exercisable for the term of such
warrants.
14.2 The
Administrator and the Committee reserve the right to modify the Plan, including
the right to terminate the Plan upon notice to Plan Participants. In
addition, the Administrator and the Committee reserve the right to interpret and
regulate the Plan as they deem necessary or desirable in connection with its
operation.
14.3 Promptly
after any termination of the Plan, each Participant will receive any funds
contributed by the Participant that remain in, and the Shares credited to, the
Participant’s Account as of the date of termination without interest thereon and
subject to the additional terms and conditions contained in the Servicing
Agreement.
The Plan
will be administered by the Committee, which shall have all of the powers of the
Board with respect to the Plan. The Plan will not be subject to the
provisions of the Employee Retirement Income Security Act of 1974
(“ERISA”). Any and all decisions or determinations of the Committee
shall be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of the
members of the Committee. The Committee may, from time to time, adopt
rules and regulations for carrying out the purposes of the Plan. The
determinations and interpretation and construction of any provision of the Plan
by the Committee shall be final and conclusive. Notwithstanding the
foregoing, the Committee has appointed the Administrator to serve as
administrator of the Plan and agent for the Committee. The
Administrator’s duties shall include establishing and maintaining a separate
Account for each Participant, purchasing Shares on behalf of Participants’
Accounts, maintaining records of each Participant’s Account and furnishing to
each Participant the reports required by the Plan. The Committee
shall direct the Administrator with regard to its duties under the
Plan. The Committee may employ accountants, legal counsel and other
agents to assist in the performance of its duties under the Plan. All
reasonable expenses of the Committee in connection with its administration of
the Plan shall be borne by the Company as provided in this Plan.
16.
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TRANSFER OF SHARES TO
PARTICIPANTS.
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As a
condition to the purchase of any Shares for the benefit of, or the transfer of
any Shares to, a Participant in the Plan, the Committee may require such
agreements or undertakings, if any, as the Committee may deem necessary or
advisable to assure compliance with any law or regulation, including, but not
limited to a representation, warranty and/or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or appropriate to
comply with the provisions of any securities law deemed by the Committee to be
applicable to the Participant’s acquisition of such Shares and are endorsed upon
the certificates therefor.
17.1 The
Company will reimburse the Administrator for the printing and mailing of
Enrollment Forms and other documents required by the Plan. Fees and
expenses normally associated with transfer agent functions will also be paid by
the Company.
17.2 Neither
the Company or the Administrator will be liable for any act performed in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of (i) failure to terminate a Participant’s
Account, sell Shares in the Plan, or invest optional cash payments without
receipt of proper documentation and instructions; (ii) with respect to the
prices at which Shares are purchased or sold for the Participant’s Account and
the time such purchases or sales are made, including price fluctuations in
market value after purchases or sales.
17.3 If
the total number of Shares in the Participant’s Account is less than one (1)
Share, the Administrator may terminate the Participant’s Account. See
Section 7 above on the Sale of Shares for applicable fees associated with the
selling of Shares.
17.4 The
Company will provide without charge to each person, including any beneficial
owner to whom a copy of this Plan/Prospectus is delivered, upon written or oral
request by such person, a copy of all or any documents filed by the Company
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 in
connection with the registration of this Plan, including all documents that may
be incorporated by reference in any such filing.
17.5 The
Plan shall be governed by and construed in accordance with the laws of the State
of New York. The signing and mailing of the Enrollment Forms shall
constitute an offer by the Participant to establish an agency relationship with
American Stock Transfer & Trust Company and be governed by the terms and
conditions of the Plan.
18.1 If
any provision of the Plan should be held invalid or illegal for any reason, such
determination shall not affect the remaining provisions hereof, but instead the
Plan shall be construed and enforced as if such provision had never been
included in the Plan.
18.2 Headings
contained in this Plan are for convenience only and shall in no manner be
construed as part of the Plan. Any reference to the singular or
plural number, or to the masculine, feminine or neuter gender, shall be a
reference to such other number or gender, as the case may be, as it is
appropriate.
ADOPTED
BY RESOLUTION OF THE BOARD OF DIRECTORS, EFFECTIVE THE 29TH DAY OF OCTOBER,
2008.
RELIV’
INTERNATIONAL, INC.
By: /s/ Stephen M. Merrick
Corporate
Secretary