UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Vitech America, Inc.
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(Name of Issuer)
Common Stock (no par value)
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(Title of Class of Securities)
928489103
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(CUSIP Number)
Joel D. Mayersohn, Esq., Atlas, Pearlman, Trop, & Borkson, P.A.,
200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301
(954) 763-1200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 18, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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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SCHEDULE 13D
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CUSIP No. 928489103 Page 2 of 5 Pages
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| GEORGES ST. LAURENT, JR.
| ###-##-####
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
| (b)|X|
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS*
|
| PERSONAL FUNDS
|
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2|_|
|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| UNITED STATES OF AMERICA
|
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Number of | 7 SOLE VOTING POWER 1,007,752 SHARES OF COMMON STOCK
Shares |------------------------------------------------------------------------------
Beneficially | 8 SHARED VOTING POWER
Owned by |------------------------------------------------------------------------------
Each | 9 SOLE DISPOSITIVE POWER 1,007,752 SHARES OF COMMON STOCK
Reporting |------------------------------------------------------------------------------
Person | 10 SHARED DISPOSITIVE POWER
With |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,007,752 SHARES OF COMMON STOCK
|
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
|
|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 9.23% (BASED ON COMMON STOCK OUTSTANDING AT SEPTEMBER 8, 1997)
|
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14 | TYPE OF REPORTING PERSON*
|
| INDIVIDUAL
|
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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CUSIP No. 928489103 Page 3 of 5 Pages
ATTACHMENT
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ITEM 1. SECURITY AND ISSUER
This report relates to the Common Stock (no par value per share) of Vitech
America, Inc. (the "Company") whose principal office is located at 8807
Northwest 23rd Street, Miami, Florida 33172.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Georges St. Laurent, Jr.
(b) Business Address: 12655 Southwest Center Street, Suite 500
Beaverton, Oregon 97005
(c) Present Principal Occupation: Chairman, Western Bank, Oregon
(d) Convictions: None
(e) Suits and Proceedings: None
(f) Citizenship: U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The acquisition of securities described previously was derived from the
personal funds of Georges St. Laurent, Jr.
ITEM 4. PURPOSE OF THE TRANSACTION
Georges St. Laurent, Jr. acquired the aforementioned securities for
investment purposes only and not with the purpose or intent of acquiring control
of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Georges St. Laurent, Jr. would be deemed to be the beneficial owner of
1,007,752 shares of Common Stock of the Company. Georges St. Laurent, Jr. has
the sole power to vote and to dispose of the above securities. Georges St.
Laurent, Jr. has purchased the Company's Common Stock as follows:
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CUSIP No. 928489103 Page 4 of 5 Pages
No. of Shares Date Purchased
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100,000 11/1/96
10,000 11/5/96
593,309 From Note conversion on 11/13/96
10,000 11/14/96
10,000 12/30/96
10,000 12/30/96
10,000 12/31/96
10,000 12/31/96
20,000 4/2/97
20,000 4/3/97
7,500 4/4/97
12.500 4/9/97
10,000 4/22/97
41,000 4/25/97
13,000 5/2/97
5,000 6/26/97
8,000 6/30/97
7,000 7/1/97
30,000 7/10/97
10,600 7/18/97
In addition to the purchases above, Georges St. Laurent, Jr. is the holder
of options to purchase (i) 45,843 shares of the Company's Common Stock at $12.00
per share; and (ii) options to purchase 24,000 shares of the Company's Common
Stock at $18.00 per share. All options mentioned above are exercisable at any
time.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Georges St. Laurent, Jr. is the father of Georges St. Laurent, III, the
Company's Chief Executive Officer and is also the father of William St. Laurent,
the President of the Company. Georges St. Laurent, Jr. is the holder of two
notes payable from the Company in the amount of $5,000,000 each. The notes bear
an annual interest rate of 20% and are due on October 7, 1997 and December 12,
1997. Georges C. St. Laurent Jr. is also the holder of a two year senior
convertible note dated June 26, 1997 in the principal amount of $10,000,000. The
note bears an annual interest rate of 10% and is convertible, with 90 days
notice to the Company, into common stock of the Company at the rate of one share
of common stock for each $15 of principal converted. Georges C. St. Laurent Jr.
is also the holder of a two year senior convertible note dated August 19, 1997,
in the principal amount of $5,000,000. The note bears an annual interest rate of
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CUSIP No. 928489103 Page 5 of 5 Pages
10% and is convertible, with 90 days notice to the Company, into common stock of
the Company at the rate of one share of common stock for each $16.10 of
principal converted.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Option Letter Agreement dated April 10, 1997
2. Option Letter Agreement dated June 25, 1997
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 10, 1997 /s/ Georges St. Laurent, Jr.
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Georges St. Laurent, Jr.
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OPTION LETTER AGREEMENT DATED 4/10/97
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VITECH AMERICA, INC.
8807 Northwest 23rd Street
Miami, Florida 33172
Date: April 10, 1997
Georges C. St. Laurent, Jr.
5115 Dubois Drive
Vancouver, WA 98661
Dear Mr. St. Laurent:
Vitech America, Inc. (the "Corporation") is pleased to award you an Option
to purchase an aggregate of 45,843 shares of the Corporation's Common Stock
pursuant to the provisions of the 1986 Stock Option Plan (the "Plan"). This
letter will describe the Option granted to you. Your signature on this letter is
an acknowledgment to us that you have read and understand this Agreement and the
Plan and that you agree to abide by its terms.
1. MUTUAL INTENT. It is important to the Corporation that the Optionee
be encouraged to enhance the value of the Corporation and its subsidiaries
through Optionee's services to the Corporation and its subsidiaries.
Accordingly, the Corporation desires to afford the Optionee the opportunity to
purchase shares of the Corporation's Common Stock as hereinafter provided.
2. TYPE OF OPTION. The option being granted is considered a
non-qualified stock option as it relates to Section ss.422 of the Internal
Revenue Code of 1996, as amended.
3. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, the Corporation grants you the right to purchase 45,843 shares of Stock
at $12.00 per share. The right to acquire all shares accrues on the date hereof.
4. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 6 of this letter.
5. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Corporation at the Corporation's principal place of business. The notice
shall set forth the number of shares of Stock to be acquired and shall contain a
check payable to the undersigned in full payment for the shares to be purchased.
We shall make delivery of the shares of restricted stock promptly after notice
of exercise.
<PAGE>
Georges C. St. Laurent, Jr.
April 10, 1997
Page 2
6. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate five (5) years from the date of grant.
7. SECURITIES OF OPTION. The Option and the shares of Stock underlying
the Option have not been registered under the Securities Act of 1933, as amended
(the "Act"). The Corporation has no obligations to ever register the Option or
the shares of Stock underlying the Option. All shares of Stock acquired upon the
exercise of the Option shall be "restricted securities" as that term is defined
in Rule 144 promulgated under the Act. The certificate representing the shares
shall bear an appropriate legend restricting their transfer. Such shares cannot
be sold, transferred, assigned or otherwise hypothecated without registration
under the Act or unless a valid exemption from registration is then available
under applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
9. COUNTERPARTS. This Agreement shall be executed in multiple
counterparts, each of which when considered together, comes to one and the same
Agreement.
10. INTEGRATION. This Agreement supersedes all prior agreements
understanding between the undersigned and the Optionee related to the subject
matter hereof.
Very truly yours,
VITECH AMERICA, INC.
By: /s/ Mitchell E. Asher
------------------------
Name: Mitchell E. Asher
Title: Vice President
AGREED AND ACCEPTED THIS
10th day of April , 1997
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/s/ Georges C. St. Laurent, Jr.
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Georges C. St. Laurent, Jr.
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OPTION LETTER AGREEMENT DATED 6/25/97
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VITECH AMERICA, INC.
8807 Northwest 23rd Street
Miami, Florida 33172
Date: June 25, 1997
Georges C. St. Laurent, Jr.
5115 Dubois Drive
Vancouver, WA 98661
Dear Mr. St. Laurent:
Vitech America, Inc. (the "Corporation") is pleased to award you an Option
to purchase an aggregate of 24,000 shares of the Corporation's Common Stock
pursuant to the provisions of the 1986 Stock Option Plan (the "Plan"). This
letter will describe the Option granted to you. Your signature on this letter is
an acknowledgment to us that you have read and understand this Agreement and the
Plan and that you agree to abide by its terms.
1. MUTUAL INTENT. It is important to the Corporation that the Optionee
be encouraged to enhance the value of the Corporation and its subsidiaries
through Optionee's services to the Corporation and its subsidiaries.
Accordingly, the Corporation desires to afford the Optionee the opportunity to
purchase shares of the Corporation's Common Stock as hereinafter provided.
2. TYPE OF OPTION. The option being granted is considered a
non-qualified stock option as it relates to Section ss.422 of the Internal
Revenue Code of 1996, as amended.
3. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, the Corporation grants you the right to purchase 24,000 shares of Stock
at $18.00 per share. The right to acquire all shares accrues on the date hereof.
4. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 6 of this letter.
5. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Corporation at the Corporation's principal place of business. The notice
shall set forth the number of shares of Stock to be acquired and shall contain a
check payable to the undersigned in full payment for the shares to be purchased.
We shall make delivery of the shares of restricted stock promptly after notice
of exercise.
<PAGE>
Georges C. St. Laurent, Jr.
June 25, 1997
Page 2
6. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate five (5) years from the date of grant.
7. SECURITIES OF OPTION. The Option and the shares of Stock underlying
the Option have not been registered under the Securities Act of 1933, as amended
(the "Act"). The Corporation has no obligations to ever register the Option or
the shares of Stock underlying the Option. All shares of Stock acquired upon the
exercise of the Option shall be "restricted securities" as that term is defined
in Rule 144 promulgated under the Act. The certificate representing the shares
shall bear an appropriate legend restricting their transfer. Such shares cannot
be sold, transferred, assigned or otherwise hypothecated without registration
under the Act or unless a valid exemption from registration is then available
under applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
9. COUNTERPARTS. This Agreement shall be executed in multiple
counterparts, each of which when considered together, comes to one and the same
Agreement.
10. INTEGRATION. This Agreement supersedes all prior agreements
understanding between the undersigned and the Optionee related to the subject
matter hereof.
Very truly yours,
VITECH AMERICA, INC.
By: /s/ Edward A. Kelly
---------------------------------
Name: Edward A. Kelly
Title: Chief Financial Officer
AGREED AND ACCEPTED THIS
26th day of June , 1997
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/s/ Georges C. St. Laurent, Jr.
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Georges C. St. Laurent, Jr.
