form13da.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
VITAL
LIVING, INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
92846Y100
(CUSIP
Number)
NutraCea
Brad
Edson, Chief Executive Officer
5090
No.
40th Street,
Suite 400
Phoenix,
AZ 85018
Telephone:
(602) 522-3000
with
a
copy to:
Christopher
V. Chediak, Esq.
Weintraub
Genshlea Chediak
400
Capitol Mall, Eleventh Floor
Sacramento,
CA 95814
Telephone:
(916) 558-6000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
11, 2007
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. £
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The remainder of
this cover page shall be filled out for a reporting person's initial filing
on
this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
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SEC
1746
(11-02)
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Potential
persons who are to respond to the collection of information contained
in
this form are not required to respond unless the form displays a
currently
valid OMB control number.
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CUSIP
No.
125180109
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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NutraCea
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Source
of Funds (See
Instructions) OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
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6.
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Citizenship
or Place of
Organization California
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7.
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Sole
Voting Power
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1,000,000
(1)
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Number
of
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Shares
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8.
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Shared
Voting Power
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Beneficially
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0
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Owned
by
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Each
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Reporting
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9.
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Sole
Dispositive Power
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Person
With
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1,000,000
(1)
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting
Person
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1,000,000
(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
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13.
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Percent
of Class Represented by Amount in Row
(11)
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0.6%(2)
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14.
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Type
of Reporting Person (See
Instructions)
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CO
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(1)
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Represents
shares of common stock of Vital Living, Inc. (“VLI”) into which the
1,000,000 shares of Series D Convertible Preferred Stock, par value
$0.001
per share, of VLI (the “Series D Preferred”), held by NutraCea can be
converted.
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(2)
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Percentage
ownership calculation is based upon 164,559,000 shares of Vital Living,
Inc. Common Stock outstanding as of August 14, 2007, as reported
in Vital
Living’s Quarterly Report on Form 10-Q for the period ended June 30, 2007,
filed on August 14, 2007.
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NutraCea
hereby amends and supplements its Statement on Schedule 13D previously filed
with respect to the common stock, par value $0.001 per share, of Vital Living,
Inc., a Nevada corporation (“VLI”), to report that NutraCea and VLI have agreed
to amend the Notes to eliminate the conversion rights of the Notes,
and as
a result NutraCea beneficially owns less than 1% of the outstanding shares
of
VLI. Except as amended and supplemented hereby, NutraCea’s
Statement on Schedule 13D as heretofore amended and supplemented remains in
full
force and effect.
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Item
4.
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Purpose
of Transaction
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In
April
2007 we acquired the Notes and the Series D Preferred (collectively, the “VLI
Securities”). We paid $1,000,000 for 1,000,000 shares of Series D
Preferred and $4,226,000 for the outstanding Notes, which we believe represent
all of the outstanding shares of Series D Preferred and all of the outstanding
Notes. We acquired the Notes and the Series D Preferred from the
holders thereof pursuant to separate purchase agreements with such
holders. The Notes are convertible into VLI common stock at a current
conversion rate of $0.24 per share and bear interest at 12% per annum, payable
June 15 and December 15 and mature in December 2008. The Series D
Preferred can be converted into VLI common stock at a conversion rate currently
equal to $1.00 per share. Our present intention is not to exercise
our option to convert either the Notes or the Series D Preferred into shares
of
VLI common stock; rather, we intend to acquire certain assets of
VLI.
In
June
2007 we entered into a non-binding letter of intent that included certain terms
that would form the basis for discussion regarding a definitive agreement
pursuant to which NutraCea would acquire certain assets of VLI, subject to
certain exceptions and limitations. However, as of the date of filing
of this Schedule 13D, the parties have not entered into any definitive
agreements to acquire such assets, the terms of any agreements relating to
any
such transaction may differ in material respect from those described in the
letter, and there can be no assurance that any such agreements will be entered
into or, if entered into, that any such transaction will be
consummated. Such a transaction might involve a change in VLI’s
certificate of incorporation or bylaws. Consummation of any such
transaction would likely be subject to a number of closing conditions, including
without limitation approval of the transaction by the stockholders of
VLI.
NutraCea
is continuously evaluating the business and business prospects of VLI, and
its
present and future interests in, and intentions with respect, to VLI and at
any
time may decide to acquire shares of, dispose of shares of, VLI Common Stock
or
Series D Preferred Stock owned by it. NutraCea may, from time to
time, depending upon market conditions and other factors deemed relevant by
NutraCea, acquire other securities of VLI, although it has no present intention
to do so. NutraCea reserves the right to, and may in the future
choose to, change its purpose with respect to the investment and take such
actions as it deems appropriate in light of the circumstances including, without
limitation, to dispose of, in the open market, in a private transaction or
by
gift, all or a portion of the securities which it now owns or may hereafter
acquire of VLI.
Except
as
set forth in this Statement, as of the date of the filing of this Statement,
neither NutraCea, nor, to its knowledge, any of its executive officers or
directors, has any other plan or proposal which relates to or would result
in
any of the actions specified in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
On
September 11, 2007, NutraCea and VLI entered into a letter agreement confirming
their agreement to eliminate the conversion rights of the Notes. As a
result, NutraCea is no longer deemed to be a beneficial owner of the shares
of
VLI Common Stock into which the Notes can be converted. In addition,
the parties agreed that until such time, if any, as NutraCea gives 30 days
prior
written notice to VLI, VLI may not pay accrued interest under the Notes in
shares of VLI Common Stock, without NutraCea’s consent, and that during such
time VLI will not be deemed to be in default under the Notes as a result of
not
paying accrued interest in such shares.
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Item
5.
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Interest
in Securities of the
Issuer
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(a) NutraCea
is or may be deemed to be the beneficial owner of an aggregate of 1,000,000
shares (the “Underlying Shares”) of VLI Common Stock, or approximately 0.6% of
the number of (i) outstanding shares of VLI Common Stock outstanding as of
August 14, 2007, plus (ii) shares of Common Stock into which the Series D
Preferred may be converted. The preceding numbers and percentages are
based 164,559,000 shares of VLI Common Stock outstanding as of August 14, 2007,
as reported in VLI’s Quarterly Report on Form 10-Q for the period ended June 30,
2007, filed on August 14, 2007. The preceding numbers and percentages
assume conversion of all of the shares of Series D Preferred into shares of
VLI
Common Stock. While NutraCea is not the actual owner of any of the
Underlying Shares, as a result of its ownership of the Series D Preferred,
NutraCea may be deemed to beneficially own the Underlying Shares since the
Series D Preferred is convertible into shares of VLI Common Stock at the option
of NutraCea. To NutraCea’s knowledge, none of its executive officers
or directors named in Annex A hereto, beneficially owns any shares of VLI Common
Stock. To NutraCea’s knowledge and belief, none of its executive
officers or directors named in Annex A to
NutraCea’s Statement on Schedule 13D, have any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of VLI.
(b) NutraCea
has sole voting and dispositive power with respect to any of the VLI shares
that
it may be deemed to beneficially own. Please see Rows 7 through 10 of
the cover page to this Schedule 13D.
(c) Other
than as described above in Item 4, neither NutraCea, nor, to the best of its
knowledge, any executive officer or director thereof, has engaged in any
transaction in VLI Common Stock during the 60-day period immediately preceding
the date hereof except as described herein.
(d) Not
applicable.
(e) On
September 11, 2007, NutraCea became a beneficial owner of less than 5% of the
outstanding VLI common stock. See Item
4
and paragraph (a) above.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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In
April
2007, NutraCea acquired the VLI Securities from the holders thereof pursuant
to
separate purchase agreements with the holders. The Notes bear
interest at a rate of 12% per annum. VLI may pay all 12% interest due
on the Notes in either cash or shares of VLI common stock, at VLI’s
option. The Notes are secured by a security interest in substantially
all of VLI’s assets. The Notes are convertible into shares of VLI
Common Stock at a conversion price of $0.24 per share, as amended by NutraCea
and VLI at any time after October 31, 2007. Other terms of the Notes
are described in the Annual Report on Form 10-K of Vital Living for the period
ended December 31, 2006, including note 6 to the financial statements included
in that Form 10-K. The Series D Preferred has a liquidation
preference of $1.00 per share senior to the liquidation preferences of VLI’s
Series B Preferred Stock and Senior C Preferred Stock, is convertible into
common stock at a conversion price that is currently $1.00 per share, and votes
with the VLI Common Stock on an as-converted basis. Other terms of
the Series D Preferred are described in the Annual Report on Form 10-K of Vital
Living for the period ended December 31, 2006, including note 8 to the financial
statements included in that Form 10-K. VLI has previously filed the
forms of the Notes and the related agreements as exhibits to its Report on
Form
8-K filed with the Securities and Exchange Commission, or SEC, on December
19,
2003, and has previously filed a description of the rights of the Series D
Preferred as an exhibit to its Report on Form 8-K filed with the SEC on
September 8, 2003, and those descriptions are incorporated herein.
On
September 11, 2007, NutraCea and VLI entered into a letter agreement confirming
their agreement to eliminate the conversion rights of the Notes. As a
result, NutraCea is no longer deemed to be a beneficial owner of the shares
of
VLI Common Stock into which the Notes can be converted. In addition,
the parties agreed that until such time, if any, as NutraCea gives 30 days
prior
written notice to VLI, VLI may not pay accrued interest under the Notes in
shares of VLI Common Stock, without NutraCea’s consent, and that during such
time VLI will not be deemed to be in default under the Notes as a result
of not
paying accrued interest in such shares.
Except
as
described in this Schedule 13D, none of NutraCea, nor, to the best of its
knowledge, any executive officer or director thereof, has any other contracts,
arrangements, understandings or relationships with any persons with respect
to
any securities of VLI.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1
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Letter
dated September 10, 2007, from Vital Living, Inc. to
NutraCea
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
September
11, 2007
Date
/s/ Todd
Crow
Signature
Todd
Crow, Chief Financial Officer
Name/Title
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)