JRJRQ JRjr33 Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 12, 2014

CVSL Inc.

(Exact name of registrant as specified in its charter)

2400 North Dallas Parkway, Suite 230, Plano, Texas 75093

(Address of principal executive offices and zip code)

(972) 398-7120

(Registrant’s telephone number, including area code)

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:

o                                                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                                           Entry into a Material Definitive Agreement.

On June 12, 2014, CVSL Inc. (the “Company”) and Richmont Capital Partners V LP (“Richmont”) entered into a Second Amendment to Convertible Subordinated Unsecured Promissory Note (the “Second Amendment”), which amends that certain Convertible Subordinated Unsecured Promissory Note, dated December 12, 2012, in the original principal amount of $20,000,000, issued by the Company to Richmont (the “Note”).

The Second Amendment amends the Note to extend the date of mandatory conversion of the Note.  As amended by the Second Amendment, the original principal amount of, and all accrued interest under, the Note is convertible mandatorily into shares of the Company’s common stock (subject to a maximum of 64,000,000 shares being issued) within ten days after June 12, 2015, or such earlier time as may be mutually agreed upon by the Company and Richmont.  All other terms and conditions of the Note remain unchanged and in effect.

John Rochon, Jr. is the 100% owner, and is in control, of Richmont Street LLC, the sole general partner of Richmont. Michael Bishop, a director of the Company, is a limited partner of Richmont. John Rochon, Jr. is a director of the Company and the son of John P. Rochon, the Company’s Chairman, President, and Chief Executive Officer.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.  The material terms of the Note, and the purchase agreement under which the Note was issued (the “Purchase Agreement”), are summarized in Item 2.03 of a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 18, 2012 (the “Specified Current Report”).  Copies of the Note and the Purchase Agreement are attached as Exhibits 10.1 and 10.2, respectively, to the Specified Current Report.

Item 9.01                                           Financial Statements and Exhibits.

(d)                                 Exhibits.

10.1                        Second Amendment to Convertible Subordinated Unsecured Promissory Note, dated as of June 12, 2014, between CVSL Inc. and Richmont Capital Partners V LP.

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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, thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 10.1

SECOND AMENDMENT TO CONVERTIBLE
SUBORDINATED UNSECURED PROMISSORY NOTE

This Second Amendment to Convertible Subordinated Unsecured Promissory Note (the “Second Amendment”) is dated as of June 12, 2014 (the “Second Amendment Effective Date”) by Richmont Capital Partners V LP (the “Company”) and CVSL Inc. (“CVSL”).

Recitals

A.                                    CVSL executed that certain Promissory Note dated December 12, 2012 (the “Original Note”) payable to the Company in the original principal amount of $20,000,000.

B.                                    The parties amended the Original Note through the First Amendment to Convertible Subordinated Unsecured Promissory Note (“First Amendment”) that was executed on June 17, 2013.

C.                                    The parties desire to amend the Original Note and First Amendment pursuant to the terms of this Second Amendment.

Agreement

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which hereby is acknowledged, the undersigned hereby enter into this Second Amendment and agree as follows:

1.                                      Amendment to the Original Note.  Notwithstanding anything to the contrary contained in the Original Note, Section 5(a) of the Original Note is amended so as to read in its entirety as follows:

(a)                                 Mandatory Conversion.  Within ten (10) days after the anniversary of the Second Amendment Effective Date, or such earlier time as may be mutually agreed upon by both the Company and CVSL, the full amount of this Note (including any and all accrued interest thereon, whether previously converted to principal as PIK Interest or otherwise) shall be converted into shares of Common Stock at the Conversion Price (the “Conversion”); provided, however, that this Note (including any and all accrued interest thereon, whether previously converted to principal as PIK Interest or otherwise) shall not under any circumstance (other than as contemplated in Section 5(c)) be convertible into more than 64,000,000 shares of Common Stock (the “Maximum Conversion Stock Amount”).

2.                                      Continuation of Original Note.  As amended hereby, the Original Note remains in full force and effect according to its terms and at no time have the liabilities or obligations arising pursuant to the Original Note been suspended or discontinued, either temporarily or permanently.

3.                                      Future References to the Original Note.  From and after the date hereof, all references to the Original Note in any and all agreements, instruments, mortgages, conveyances,

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documents, notes, certifications or writings of any kind or character shall be deemed to include this Second Amendment.

4.                                      Conflict.  To the extent any provision of the Original Note conflicts with any provision of this Second Amendment, the provisions of this Second Amendment will prevail.

5.                                      Binding Effect.  This Second Amendment shall be binding upon, and shall enure to the benefit of, the parties hereto and their respective successors and assigns.

6.                                      Execution in Counterparts.  This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

7.                                      Governing Law.  This Second Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Texas, all rights and remedies being governed by such laws.

IN WITNESS WHEREOF, this Second Amendment has been duly executed by the undersigned effective as of the date first above written.

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