UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20509

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

January 16, 2019

Date of Report

(Date of earliest event reported)

 

NATUR INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

WYOMING   000-54917   45-5547692

(State or other jurisdiction of

incorporation or organization)

  Commission File Number  

(I.R.S. Employer

Identification No.)

 

Jachthavenweg 124

1081 KJ Amsterdam

The Netherlands

(Address of principal executive offices)

 

011-31-20-578-7700

Registrant's telephone number

 

N/A

Former name or former address, if changed since last report

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

   

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 16, 2019, the Board of Directors of Natur International Corp. took action to expand the board and add three new board members. It appointed Mr. Anthony Joel Bay, Mr. Rudolf Derk Huisman, and Mrs. Nina Storms, to serve as directors until their replacement or earlier resignation or retirement.

 

Anthony Joel Bay

 

Anthony Joel Bay, age 63, has served as a member of the Board of Directors of Natur International Corp. (“NTRU”), and of its wholly owned subsidiary Natur Holding B.V. (“Natur Holding)” since his appointment on January 16, 2019. Since April 2017 Mr. Bay has served as the CEO and Chairman of UPROAR Global Media, a global streaming platform operating from London, UK and Seattle, Washington. From November 2013 to November 2016, Mr. Bay was the Chief Executive Officer for RDIO, Inc., a global music streaming service located in San Francisco, California. From 2011 to March 2013 Mr. Bay was the Global Head of Digital Video for Amazon.com in Seattle, Washington.

 

Mr. Bay has been appointed as a director of NTRU for his knowledge and experience in technology, electronic commerce, digital media and supply chain logistics and for his experience as a senior executive at three of the most valuable technology companies in the world. In addition, his roles as a director of private and public companies brings strength in corporate governance and board oversight.

 

Mr. Bay, through La Bay Ventures Inc., his personal service company in the Netherlands, has entered into a four year agreement with Natur Holding for all his services to it and NTRU. The agreement complies with the corporate service agreement provisions of Netherlands law and is governed by the law of that jurisdiction. La Bay Ventures will be paid Euro 24,000 per annum, monthly, reimbursed for expenses in providing the services, and will be issued a six year option to purchase an aggregate of 7,319,321shares of common stock of NTRU. The agreement also has typical intellectual property, non-competition, and confidentiality provisions for the benefit of both Natur Holdings and NTRU. The option granted by NTRU provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth year anniversary. The option provides for cashless exercise and may be registered for resale at the election of NTRU. If the service agreement is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then only then vested options will continue to be exercisable for the full term. Any unvested options will accelerate if there is a change of control through the sale of 90% or more of the equity of NTRU.

 

Rudolf Derk Huisman

 

Rudolf Derk Huisman, age 69, has served as a member of the Board of Directors of NTRU and of Natur Holding B.V. since his appointment on January 16, 2019. Currently, Mr. Huisman is the strategic advisor of Arbor Media, a Dutch based leading suppliers of audio and video conferencing and archiving solutions and a strategic consultant for risk management. From May 2015 to September 2018, Mr. Huisman was the Global Transition Leader at FEDEX/TNT, responsible for the transition of 14 finance and non-finance processes from 53 countries to a BPO provider. From 2011 to March 2015, Mr. Huisman was the Finance Director of the BA Decorative Paints of AkzoNobel, where he was responsible for the development and successful implementation of a turn-around program of the European business.

 

Mr. Huisman has been appointed as a director of NTRU for his financial experience within the corporate context as a chief financial officer and for his familiarity with corporate governance structures and requirements. Additionally, he has experience in emerging entrepreneurships and in turn-around situations. Mr. Huisman is considered a financial expert as a result of his business experience as a chief financial officer.

 

  1  

 

 

Mr. Huisman, through Pas Beheer BV, his personal service company in the Netherlands, has entered into a four year agreement with Natur Holding for all his services to it and NTRU. The agreement complies with the corporate service agreement provisions of Netherlands law and is governed by the law of that jurisdiction. Pas Beheer will be paid Euro 24,000 per annum, monthly, reimbursed for expenses in providing the services, and will be issued a six year option to purchase an aggregate of 7,319,321shares of common stock of NTRU. The agreement also has typical intellectual property, non-competition, and confidentiality provisions for the benefit of Natur Holdings and NTRU. The option granted by NTRU provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth year anniversary. The option provides for cashless exercise and may be registered for resale at the election of NTRU. If the service agreement is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then only then vested options will continue to be exercisable for the full term. Any unvested options will accelerate if there is a change of control through the sale of 90% or more of the equity of NTRU.

 

Nina Storms

 

Nina Storms, age 65, has served as a member of the Board of Directors of NTRU and Natur Holding B.V. since her appointment on January 16, 2019. She is a well-known entrepreneur having led technology and telecommunication companies in Europe and has served as Advisory Board Member of Natur Holding B.V. from January 2014 to January 2019.

 

In 1994 Mrs. Storms founded World Online, which became one of the largest Pan-European Internet telecommunication companies. By 2000 World Online was listed on the stock exchange with an enterprise value greater than EUR 12 billion. Afterwards, she invested in numerous Media and Internet companies. Mrs. Storms holds a PhD is a published author on the subject of creative accounting / fraudulent reporting co-written with published Profs. Rob Kamerling and Henk Langendijk.

 

Mrs. Storms has been appointed as a director of NTRU for her role as a co-founder of Natur Holding and her knowledge of its operations and expansion in Europe and the UK. She is the primary strategist and innovator of NTRU.

 

Mrs. Storms will be compensated through her personal service company with an annual payment of Euro 24,000 and reimbursement of her expenses.

 

Item 5.03. Amendments to Articles of Incorporation ore Bylaws, Change in Fiscal Year.

 

On January 16, 2019, in conjunction with the appointment of three new directors to the Board of Directors, the number of directors permitted by the By-Laws was increased to five persons. This action was taken by unanimous written consent.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)        Exhibits

 

  No.    Exhibit Description
       
  99.1      

  Press Release Dated January 23, 2019, announcing new board members

 

  2  

 

  

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 hereunto duly authorized.

 

  NATUR INTERNATIONAL CORP.,
  a Wyoming corporation
   
   
Dated: January 22, 2019 By:  /s/ Ellen Berkers
 

Name:

Title:

Ellen Berkers
Chief Executive Officer

 

  3  

 

 

Exhibit 99.1

 

IMMEDIATE RELEASE

Natur International Corp. Appoints Bay, Huisman and Storms to an
Expanding Board of Directors

Natur, Europe's technology-inspired innovative healthy food and beverage company, attracts entrepreneurial, financial and technical savvy to its Board of Directors

Amsterdam, The Netherlands – Natur International Corp., January 23, 2019 (OTC:NTRU) (the “Company”) today announced the appointment of Anthony J. Bay, Rudolf D. Huisman and Nina Storms to its Board of Directors.

Anthony J. Bay

Mr. Bay is a Tech and Digital Media Industry pioneer with accomplishments over 35 years as an executive with Apple, Microsoft and Amazon as well as a number of smaller and mid-size tech companies. He has served in a range of senior operating roles in the US and Europe as well as a director of multiple privately held companies and three public companies, including two as chairman.

At Apple he served as General Manager of Apple's Online Services and Manager of Networking Products. With Microsoft, he headed development of MSN, Microsoft’s ecommerce platform, and as Corporate Vice President and General Manager of Microsoft's Digital Media Division and a member of Microsoft's executive staff, he was responsible for strategy and development of Microsoft's multimedia and digital rights management technologies. With Amazon, through 2013, Mr. Bay was Vice President and Global Head of Amazon Prime Video; responsible for all aspects of the company’s digital video business globally including content licensing, business development, marketing, promotion and merchandising and content operations.

His accomplishments since Amazon include CEO of Rdio, a leading global music streaming service available in 85 countries worldwide with over 70 million registered users which was sold to Pandora in 2015 for $75M. He subsequently has co-founded a digital media startup and serves as Chairman of UPROAR Global Media.

Rudolf D. Huisman

Mr. Huisman is a corporate finance and operations officer with experience in the sciences, technology and logistics and was there as the internet came of age.

Recently serving as Global Transition Lead at FEDEX/TNT, Mr. Huisman has been responsible for the transition of finance and non-finance processes from 53 countries, with 2,500 personnel to an innovative outsource provider. Prior to that, through 2015, as Finance Director of Decorative Paints at AkzoNobel, he was responsible for the design and implementation of a turn-around program for the European business, centralizing Finance, Supply Chain, HR and R&D functions in the Netherlands and standardizing common processes and procedures.

His earlier contributions include Senior Vice President Accounting and Control at Organon BioSciences, shepherding the financial integrations after a sale to Schering Plough, and Tiscali spA, where he served as CEO following the acquisition of World Online International. At World Online where Mr. Huisman was CFO & COO, in part responsible for the fast growth of this early internet service provider company in Europe.

Nina Storms, PhD

Mrs. Storms is a well-known entrepreneur and acclaimed visionary. She has owned or headed up several technology and telecommunication companies. She has been a pioneer in theses arenas. In 1994 she founded World Online which became one of the largest Pan-European Internet telecommunication companies. By 2000 World Online was listed on the stock exchange with an enterprise value greater than EUR 12 billion.

Afterwards, she has invested in numerous Media, Internet, Health and Wellness (embracing hi-tech health solutions) companies. She received her PhD and wrote a book on the subject matter of creative accounting / fraudulent reporting together with Prof. Rob Kamerling and Prof. Henk Langendijk.

Recently Nina embarked on the search for the most natural and delicious juice and snack products, and a safer way to enjoy these natural juices as well as developing a product line of unique organic snacks. In 2015, Mrs. Storms, as an investor and co-founder, funded Natur Holding B.V. This public listing of the Company continues the strategic vision Mrs. Storms has for global democratization of healthy and natural consumer products to contribute to improving the quality of human life. Mrs. Storms has served on many (advisory) board positions - lastly of Dffrnt, AR/VR and AMC NT.

   

 

 

Ellen Berkers, CEO and CFO of the Company, stated, “Mr. Bay brings to the Natur board the corporate and global experience of harnessing emerging technologies and converting them to valuable assets. In addition, he shares our passion for innovation in our natural food and beverage products as paths to health and wellness.”

She added regarding Mr. Huisman and Mrs. Storms, “Ruud brings to the Natur board a strong finance and risk management background with extensive management experience in international organizations; and a proven ability to significantly improve the organization’s performance in a fast-changing environment. Ruud worked with Nina on the breakout success of World Online, so we take advantage of their experience in the public markets, the application of technology to consumer products and the spirit of perseverance which is how we define Nina’s drive and energy.”

Mr. Bay, Mr. Huisman and Mrs. Storms join Ms. Berkers and Mr. Chris Spencer, former President of Future Healthcare of America, on the expanding Board. In November, in an exchange of securities transaction, Natur Holding B.V. of The Netherlands, became a wholly owned subsidiary of Future Healthcare of America (OTC:FUTU), which was subsequently renamed Natur International Corp (OTC:NTRU).

About Natur International Corp.

Natur is Europe's first hi-tech health food and beverage company with a mission to revolutionize natural juice and snack consumption, allowing consumers to afford a better quality of life through natural and functional nutrition. With 100% natural, non-GMO juices and snacks that contain no additives or preservatives, Natur focuses on the premium branded segment in which consumers are increasingly moving towards healthier alternatives, embracing the ‘snackification’ trend. Natur’s distribution channels include leading retailers, foodservice partners, online subscription models, and its own consumer-experience retail store in the heart of Amsterdam.

Natur pioneers the most advanced and emerging hi-tech health methodologies developing and utilizing innovative technologies to ensure its juices remain stable and fresh with an extended shelf life which is longer than many competing products. This approach uniquely delivers value to all retailers and customers. Natur will always remain on the forefront of new all-natural products, embracing personalized nutrition and envisions being the leader of the new integrated field of healthy nutrition enhancing one’s quality of life by utilizing the powers of nature.

To Contact

Mr. Laurens Felderhof, Media Relations

Natur International Corp.

011.31.20.578.7700

laurens@natur.eu

Forward-Looking Statements

All statements in this release that are not based on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties, some of which are described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K, which can be found on the SEC’s website at www.sec.gov. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.