UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. ________)*
|
Nutraceutical
International Corporation
|
(Name of
Issuer)
|
Common
Stock, $0.01 par value
|
(Title of
Class of Securities)
(CUSIP
Number)
(Date of
Event which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant which this Schedule is filed:
o
Rule
13d-1(b)
ý
Rule
13d-1(c)
o
Rule
13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 17 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).
This
filing is an amendment to the filing pursuant to Regulation 13D, filed with the
SEC on June 26, 2007 by the reporting person and certain of its
affiliates. This filing: (1) reports the reporting persons’ passive
investor status; (2) constitutes an initial filing on Schedule 13G by Felix
Revuelta, (3) converts the original Schedule 13D filed by Kiluva, S.A. to
Schedule 13G, and (4) indicates the termination of the reporting
obligations of Housediet, S.L.U. and Finverki, S.L.U. under Rule
13d-1.
CUSIP No.
67060Y101
Page 2 of
10 Pages
|
|
|
|
|
|
1.
|
Names
of Reporting Person.
Kiluva,
S.A., Spanish Tax ID A-58188624
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
|
|
(b) X
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Spain
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With
|
5. Sole
Voting Power
33,704
|
|
6. Shared
Voting Power
640,422
|
|
7. Sole
Dispositive Power
33,704
|
|
8. Shared
Dispositive Power
640,422
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
674,126
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.21%
|
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP No.
67060Y101
Page 3 of
10 Pages
|
|
|
|
|
|
1.
|
Names
of Reporting Person.
Felix
Revuelta
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
|
|
(b) X
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Spain
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With
|
5. Sole
Voting Power
0
|
|
6. Shared
Voting Power
674,126
|
|
7. Sole
Dispositive Power
0
|
|
8. Shared
Dispositive Power
674,126
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
674,126
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.21%
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
CUSIP No.
67060Y101
Page 4 of
10 Pages
Item
1(a). Name of Issuer:
The name
of the issuer is Nutraceutical International Corporation.
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
address of the issuer’s principal executive offices is 1400 Kearns Boulevard,
2nd Floor, Park City, UT 84060.
Item
2(a). Name of Person Filing:
This
Schedule 13G is filed by Kiluva S.A. (“Kiluva”) and Felix Revuelta.
Item
2(b). Address of Principal Business Office or, if none,
Residence:
The
address of the principal business office for the reporting persons is Pasaje
Pedro Rodriguez, No. 6, 08028 Barcelona (Spain).
Item
2(c). Citizenship:
Kiluva is
a corporation domiciled in Spain. Felix Revuelta is a citizen of
Spain.
Item
2(d). Title of Class of Securities:
Common
Stock, $0.01 par value.
Item
2(e). CUSIP Number:
67060Y101
Item
3. If this statement is filed pursuant to §§ 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
(e)
|
o
|
An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
|
|
(j)
|
o
|
Group,
in accordance with §
240.13d-1(b)(1)(ii)(J).
|
Not
applicable.
CUSIP No.
67060Y101
Page 5 of
10 Pages
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount beneficially
owned:
Kiluva
beneficially owns directly 33,704 shares of common stock of the issuer, and
beneficially owns indirectly 640,422 shares of common stock of the issuer as a
result of its ownership of wholly owned subsidiaries Housediet, S.L.U.
(“Housediet”), which directly beneficially owns 270,812 shares), Finverki,
S.L.U. (“Finverki”), which directly beneficially owns 303,141 shares, and Kiluva
Diet, S.L.U. (“Kiluva Diet”), which directly beneficially owns 66,469
shares. Felix Revuelta beneficially owns indirectly 674,126 shares of
common stock of the issuer as a result of his ownership interest in
Kiluva.
(b) Percent of class:
6.2%
(c) Number of shares as to
which such person has:
(i) Sole power to vote or to
direct the vote:
Kiluva may be deemed to have sole power
to vote or to direct the vote of 33,704 shares of common stock of the
issuer. Felix Revuelta does not have sole power to vote or to direct
the vote of common stock of the issuer.
(ii) Shared power to vote or to direct
the vote:
Kiluva
may be deemed to have shared power to vote or to direct the vote of 640,422
shares of common stock of the issuer held by Kiluva’s wholly owned subsidiaries:
Housediet (holding 270,812 shares), Finverki (holding 303,141 shares) and Kiluva
Diet (holding 66,469 shares). Felix Revuelta may be deemed to have
shared power to vote or to direct the vote of 674,126 shares of common stock of
the issuer as a result of his ownership interest in Kiluva.
(iii) Sole power to dispose or to
direct the disposition of:
Kiluva may be deemed to have sole power
to dispose or to direct the disposition of 33,704 shares of common stock of the
issuer. Felix Revuelta does not have sole power to dispose or to
direct the disposition of common stock of the issuer.
(iv) Shared power to dispose or to
direct the disposition of:
Kiluva may be deemed to have shared
power to dispose or to direct the disposition of 640,422 shares of common stock
of the issuer held by Kiluva’s wholly owned subsidiaries: Housediet (holding
270,812 shares), Finverki (holding 303,141 shares) and Kiluva Diet (holding
66,469 shares). Felix Revuelta may be deemed to have shared power to
dispose or to direct the disposition of 674,126 shares of common
stock of the issuer as a result of his ownership interest in
Kiluva.
Item
5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
See
Exhibit A.
CUSIP No.
67060Y101
Page 6 of
10 Pages
Item
8. Identification and Classification of Members of the
Group.
Not applicable.
Item
9. Notice of Dissolution of Group.
Not applicable.
Item
10. Certifications.
Not applicable.
CUSIP No.
67060Y101
Page 7 of
10 Pages
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.
|
|
|
|
|
|
|
KILUVA,
S.A.
|
|
Dated:
February 17, 2009
|
By:
|
/
s/ Felix
Revuelta
|
|
|
|
|
Felix
Revuelta
Chairman
|
|
|
|
|
|
|
|
|
/s/
Felix Revuelta
|
|
|
|
|
Felix
Revuelta
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
67060Y101
Page 8 of
10 Pages
EXHIBIT
INDEX
|
Exhibit
A
|
Identification of
subsidiaries which acquired the security being reported on by the parent
holding company.
|
|
|
|
|
Exhibit
B
|
Joint Filing
Agreement.
|
CUSIP No.
67060Y101
Page 9 of
10 Pages
EXHIBIT
A
IDENTIFICATION
OF SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Housediet,
S.L.U.
Finverki,
S.L.U.
Kiluva
Diet, S.A.
CUSIP No.
67060Y101
Page 10 of
10 Pages
EXHIBIT
B
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended, the persons
named below agree to the joint filing on behalf of each of them of a statement
on Schedule 13G (including amendments thereto) with regard to the common stock
of Nutraceutical International Corporation, a Delaware corporation, and further
agree that this Joint Filing Agreement be included as an exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement as of February 17, 2009.
KILUVA, S.A.
By:
/s/ Felix
Revuelta
Felix
Revuelta
Chairman
/s/ Felix
Revuelta
Felix
Revuelta