Current Report Filing (8-k)

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): March 19, 2015

CVSL Inc.

(Exact name of registrant as specified in its charter)

Florida	Commission	98-0534701
(State or other jurisdiction	File No.:001-36755	(IRS Employer
of incorporation or organization)		Identification No.)

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:

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

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

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

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

Item 2.01

Completion of Acquisition or Disposition of Assets.

On March 25, 2015, CVSL Inc. (the “Company”) completed its previously announced acquisition of Kleeneze Limited (“Kleeneze”), a direct-to-consumer business based in the UK. Pursuant to the terms of a Share Purchase Agreement (the “SPA”) with Findel plc (“Findel”), the Company purchased 100% of the shares of Kleeneze from Findel for total consideration of $5.1 million. The consideration included $3.0 million of senior secured debt provided by HSBC Bank PLC, which debt has a term of two years and an interest rate per annum of 0.60% over the Bank of England Base Rate as published from time to time (currently an interest rate of 1.1% per annum). The remainder was funded by a net cash contribution by the Company of approximately $785,000 after deducting $1,294,202 that remained on the books of Kleeneze at closing.

The foregoing summary of the SPA and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the SPA, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on February 6, 2015.

Item 5.08

Shareholder Director Nominations.

On March 19, 2015, the board of directors of the Company determined to hold the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”) on June 23, 2015. The record date, time and location of the Annual Meeting will be as set forth in the Company’s proxy statement for the Annual Meeting. Because the Company did not hold an annual meeting last year, proposals to be included in the Company’s proxy statement for the Annual Meeting in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must be received on or before April 29, 2015. Shareholders must deliver the proposals or nominations to our principal executive offices at the following address: CVSL Inc., Attn: Corporate Secretary, 2400 North Dallas Parkway, Suite 230, Plano, Texas 75093.

Item 9.01

Financial Statements and Exhibits.

99.1	Press release issued by CVSL Inc. on March 25, 2015

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.

	CVSL Inc.


Date: March 25, 2015	By:	/s/ John Rochon, Jr
		John Rochon, Jr
		Vice Chairman and Chief Financial Officer

Exhibit 99.1

CVSL FUNDS AND CLOSES ACQUISITION OF KLEENEZE

For Immediate Release

Dallas, TX, March 25, 2015 -- CVSL Inc. [NYSE MKT: CVSL] announced today that it has successfully funded and closed its previously-announced acquisition of Kleeneze, one of the UK’s longest-operating, largest and best-known direct-to-consumer businesses. With the addition of Kleeneze, CVSL’s business portfolio expands to nine companies.

The most recently reported revenue of Kleeneze and CVSL combines for over $180 million.

“We are pleased that this latest addition to the CVSL federation of direct-to-consumer companies is now complete,” said John Rochon Jr., CVSL’s vice chairman and chief financial officer. “We have said that our 2015 priority is to continue making acquisitions. This represents another step forward in our buildup strategy.”

CVSL has purchased 100% of the shares of Kleeneze from Findel PLC for a total consideration of $5.1 million. The consideration included $3 million of senior debt provided by HSBC Bank PLC. The remainder was funded by a net cash contribution by CVSL of approximately $785,000 after deducting cash delivered with Kleeneze at closing.

Founded in 1923, Kleeneze has grown into a community of more than 7,000 independent distributorships, offering a wide variety of several thousand cleaning, health, beauty, home, outdoor and other products to customers across the U.K. and Ireland.

About CVSL

CVSL is a growing federation of direct-to-consumer companies. Within CVSL, each company retains its own separate brand identity, sales force and compensation plan. CVSL companies currently include The Longaberger Company, a 42-year old maker of hand-crafted baskets and other home décor items; Your Inspiration At Home, an award-winning maker of hand-crafted spices and other gourmet food items from around the world; Project Home, a direct seller of tools designed for women as well as home security systems; Agel Enterprises, a global seller of nutritional products in gel form as well as a skin care line, operating in 40 countries; Paperly, which offers a line of custom stationery and other personalized products; My Secret Kitchen, a U.K.-based seller of gourmet food products; Uppercase Living, which offers an extensive line of customizable vinyl expressions for display on walls in the home; and Kleeneze, a UK-based seller of cleaning, health, beauty, home, outdoor and a variety of other products. CVSL also includes Happenings, a lifestyle publication and marketing company.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this press release are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements include statements about CVSL continuing to make acquisitions and are based upon current beliefs, expectations and assumptions. These statements are subject to a number of risks and uncertainties, as to CVSL’s ability to continue making acquisitions and CVSL’s ability to successfully integrate Kleeneze into its company and other risks outlined under “Risk Factors” in CVSL’s Annual Report on Form 10-K/A for its fiscal year ended December 31, 2014 and those risks discussed in other documents we file with the Securities and Exchange Commission, which may cause our actual results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements to differ materially from expectations. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this press release to conform our statements to actual results or changed expectations.

CVSL Media Contact: Russell Mack (rmack@cvsl.us.com)