VITECH AMERICA INC, POS AM, 1998-01-09

VITECH AMERICA INC
POS AM, 1998-01-09
ELECTRONIC COMPUTERS

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As Filed with the Securities and Exchange Commission on January 9, 1998.

Registration No. 333 - 40491

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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VITECH AMERICA, INC.
(Exact name of Company as specified in its charter)

FLORIDA 65 041 9086
------------------ --------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

8807 Northwest 23rd Street
Miami, Florida 33172
(305) 477-1161
(Name, address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)

<TABLE>
<S> <C>
William C. St. Laurent, President Copies to: James M. Schneider, Esq.
Vitech America, Inc. Joel D. Mayersohn, Esq.
8807 Northwest 23rd Street Atlas, Pearlman, Trop & Borkson, P.A.
Miami, Florida 33172 200 East Las Olas Blvd., Suite 1900
(305) 477-1161 Fort Lauderdale, Florida 33301
(Name, address, including Zip Code, and telephone number, Telephone: (954) 766-7858
including area code, of agent for service) Telecopier: (954) 766-7800
</TABLE>

Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
[ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
[ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
[ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
[ ]

<PAGE>

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
TITLE OF EACH
CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value per share ------ ------ ------ ------
- --------------------------------------------------------------------------------------------------------------
Common Stock, no par
value per share
reserved for issuance
upon conversion of
Convertible Notes(2) 3,627,680 $18.56 $67,329,741 $20,403
- --------------------------------------------------------------------------------------------------------------
Common Stock, no par
value per share
reserved for issuance
upon exercise of
Common Stock
Warrants(3) 440,739 $18.56 $ 8,180,116 $ 2,479
- --------------------------------------------------------------------------------------------------------------

TOTAL 4,068,419 -- $75,509,857 $22,882
- --------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Securities Act") based on the average of the high and low sale price
of the Common Stock, no par value per share (the "Common Stock") as
reported in the NASDAQ National Stock Market on November 12, 1997.

(2) To be offered and sold by the Selling Security Holders upon conversion of
$38,608,250 aggregate principal amount of 10% convertible promissory notes
(the "Convertible Notes") and certain convertible notes (the "St. Laurent
Notes") issued to Georges C. St. Laurent Jr. The initial conversion price
for the Convertible Notes is $16.50. In the event that the Company shall
decline to repay in full, following the exercise by Noteholders of certain
quick rights, the initial conversion price shall be: (i) the lesser of .85
multiplied by the 10-day weighted average sale price (the "WASP") on Nasdaq
as reported by Bloomberg, LP (or other principal exchange on which the
Company's securities are then traded) for the lowest 10-day consecutive
period during a 30 consecutive trading day period ending one trading day
prior to the conversion date or (ii) $16.50 per share. The number of shares
of Common Stock registered represents the number of shares issuable upon
conversion based upon a conversion price of $16.50 per share. The St.
Laurent Notes may not be converted unless Mr. St. Laurent gives 90 days
prior written notice to the Company. As of the date of this Prospectus, no
such notice has been given.

(3) To be offered and sold by the Selling Security Holders upon exercise of
Common Stock Warrants (the "Warrants").
</FN>
</TABLE>

Pursuant to Rule 416 under the Securities Act, there are also being
registered such additional number of shares as may be issuable as a result of
the anti-dilution provisions of the Convertible Notes.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

PROSPECTUS

SUBJECT TO COMPLETION, DATED JANUARY 9, 1998

4,068,419 SHARES

VITECH AMERICA, INC.

COMMON STOCK

This Prospectus (the "Prospectus") relates to the offer and sale of up
to 4,068,419 shares of Common Stock, no par value, (the "Common Stock") of
Vitech America, Inc. (the "Company") by certain selling shareholders (the
"Selling Security Holders"). Of the 4,068,419 shares of Common Stock offered
hereby (the "Shares"), (i) up to 2,339,895 Shares are issuable upon conversion
of $38,608,250 aggregate principal amount of 10% Convertible Promissory Notes
("Convertible Notes"), held by Selling Security Holders; (ii) 1,287,785 Shares
issued upon conversion of a convertible note held by a Selling Security Holder
issued in October 1997, and June and August 1997; (iii) 200,000 Shares issuable
upon exercise of the representatives warrants issued in the Company's initial
public offering exercisable at $14.00 per share; (iv) up to 219,443 shares
issuable upon exercise of common stock purchase warrants exercisable at $16.50
per share issued in connection with an October 1997 financing transaction (the
"Warrants") held by the Selling Security Holders and (v) 21,296 Shares of Common
Stock issuable upon exercise of warrants issued in a private placement by the
Company in August 1996.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

----------------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS.

----------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

----------------------

THE DATE OF THIS PROSPECTUS IS _____________, 1998

<PAGE>

The Selling Security Holders have advised the Company that they propose
to sell the shares, from time to time, publicly or through broker-dealers as
agents for others, or in private sales. See "Selling Security Holders" and "Plan
of Distribution." The Company will not receive any proceeds from the sale of
Common Stock for the account of the Selling Security Holders except upon
exercise of warrants. The Company has informed the Selling Security Holders that
the anti-manipulative rules under the Exchange Act of 1934, Rule 10b-6 under
Regulation M may apply to their sales in the market and has furnished the
Selling Security Holders with a copy of these rules. The Company has also
informed the Selling Security Holders of the need for delivery of copies of this
Prospectus in connection with any sale of securities registered hereunder.

The Company will pay all offering expenses of this Offering including
the SEC registration fee, legal fees and expenses, blue sky fees, accounting
fees and expenses, printing expenses and miscellaneous expenses estimated to be
$35,000, but will not pay discounts or commissions incurred by the Selling
Security Holders in connection with the sale of these shares.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048. Copies
of such material may be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Commission also maintains a web site on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Act"), omits certain information contained in the Registration
Statement in accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby.

<PAGE>

TABLE OF CONTENTS

PAGE
----
AVAILABLE INFORMATION.............................................. 2

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.................. 4

RISK FACTORS....................................................... 5

THE COMPANY........................................................ 12

ACQUISITION OF MICROTEC............................................ 13

SELLING SECURITY HOLDERS........................................... 13

PLAN OF DISTRIBUTION............................................... 17

DESCRIPTION OF SECURITIES.......................................... 18

LEGAL MATTERS...................................................... 19

EXPERTS .......................................................... 19

INDEMNIFICATION.................................................... 19

INFORMATION NOT REQUIRED IN PROSPECTUS............................. 21

The Common Stock of the Company is traded on the Nasdaq National Market
Tier of the Nasdaq Stock Market under the symbol: VTCH. On November 12, 1997,
the last sale price of the Common Stock, as reported by the Nasdaq National
Market, was $18.56 per share.

No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offer
contained in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Security Holders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy the Shares offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale hereunder shall under any circumstances create any implication that
there has been no change in the affairs of the Company since the date hereof.

The Company will not receive any proceeds from the sale of Common Stock
for the account of the Selling Security Holders except for any fund received
upon conversion of the warrants. The Company has informed the Selling Security
Holder that the anti-manipulative rules under the Securities Exchange Act of
1934, Rule 10b-6 under Regulation M may apply to their sales in the market and
has furnished the Selling Security Holder with a copy of these rules. The
Company has also informed the Selling Security

<PAGE>

Holder of the need for delivery of copies of this Prospectus in connection with
any sale of securities registered hereunder.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER
IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

The Company is subject to the information requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission.

The Company has previously and intends to furnish its stockholders with
annual reports containing audited financial statements and may distribute
quarterly reports containing unaudited summary financial information for each of
the first three quarters of each fiscal year.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission are incorporated
herein by reference:

(a) Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1996.

(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997, June 30, 1997 and September 30, 1997.

(c) The Company's Current Reports on Form 8-K dated July 10, 1997 as
amended by Form 8-K/A filed September 23, 1997, dated October 10, 1997
and dated December 2, 1997.

(d) The description of the Company's Common Stock contained in a
registration statement filed under the Securities Exchange Act of 1934,
as amended, including any amendment or report filed for the purpose of
updating such description.

(e) All reports and documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be part hereof from the
respective date of filing of such documents.

Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Prospectus.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be

<PAGE>

incorporated by reference in this Prospectus, other than exhibits to such
documents. Written requests for such copies should be directed to the Chief
Financial Officer, Vitech America, Inc. at the Company's principal executive
office, 8807 Northwest 23rd Street, Miami, Florida 33172, Telephone (305)
477-1161.

RISK FACTORS

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, IN
ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS IN EVALUATING AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY.

MANAGEMENT OF GROWTH

The Company has experienced substantial growth since inception, with
consolidated revenues and consolidated net income increasing from $17,407,363
and $149,570, respectively, for the year ended December 31, 1994, to $48,488,996
and $6,904,834, respectively, for the year ended December 31, 1995, and
$73,321,398 and $8,230,588, respectively, for the year ended December 31, 1996.
Consolidated revenues and consolidated net income increased from $43,925,852 and
$4,804,745, respectively, for the nine month period ended September 30, 1996 to
$71,607,921 and $8,106,954, respectively, for the nine month period ended
September 30, 1997. There can be no assurance that such growth will continue.
While management has successfully managed such growth to date and the Company's
infrastructure has been sufficient to support such growth, there can be no
assurance that, if such growth continues, the Company's infrastructure will
continue to be sufficient to support such larger enterprise.

FLUCTUATION OF QUARTERLY RESULTS

The Company's quarterly net sales and operating results may vary
significantly as a result of, among other things, historical seasonal purchasing
patterns in Brazil, the volume and timing of orders received during a quarter,
variations in sales mix, and delays in production schedules. Accordingly, the
Company's historical financial performance is not necessarily a meaningful
indicator of future results and, in general, management expects that the
Company's financial results may vary materially from period to period.

CUSTOMER CONCENTRATION

During the year ended December 31, 1996 and for the nine month period
ended September 30, 1997, the Company was engaged as a contract manufacturer of
televisions and video cassette recorders by Casas Bahia, a leading retailer of
consumer electronic products in Brazil. Such sales accounted for approximately
30% and 14% of the Company's sales during such periods, respectively. The
Company also had sales of personal computers to Casas Bahia for the year ended
December 31, 1996, which accounted for approximately 8% of sales. Historically,
the Company initiated the contract manufacturing of consumer electronic products
in order to utilize excess capacity in its manufacturing facility. As the
Company has expanded the production and sales of personal computers, it has
elected to phase out the contract manufacturing of consumer electronics. While
the Company believes that its expansion efforts in the areas of personal
computers and related products will be sufficient to replace the loss of
revenues associated with the contract manufacturing of consumer electronics,
there can be no assurance that such expansion efforts will be successful.

<PAGE>

During the nine month period ended September 30, 1997, the Company had
sales to Goiania Tech Shop Informatica e Electronica Ltda., Tech Shop Ltda., and
Rectech - Recife Tecnologia Ltda. which accounted for approximately 5%, 5% and
11% of the Company's sales, respectively. Such sales were made pursuant to
purchase orders and there can be no assurance that such relationship will be
maintained. Accordingly, the loss of one of these customers could have a
material adverse effect on the Company. During the period ended September 30,
1997, other than Casas Bahia and the aforementioned companies, no one customer
of the company accounted for more than 5% of sales. During the year ended
December 31, 1996, other than Casas Bahia and Vitoria Tecnologia S.A., an
affiliate through common ownership, no one customer of the Company accounted for
more than 5% of the Company's sales during such period.

ACQUISITIONS; INTEGRATION OF MICROTEC INTO THE COMPANY'S OPERATIONS

On July 10, 1997, the Company completed the acquisition of Microtec
Sistemas Industria e Comercio S.A. ("Microtec"). Additionally, the Company's
business strategy includes other potential acquisitions as they are targeted and
consummated. Acquisitions, including Microtec, involve a number of risks that
could adversely affect the Company's operating results, including (i) the
diversion of management's attention; (ii) the assimilation of the operations and
personnel of the acquired companies; (iii) the amortization of acquired
intangible assets; (iv) the assumption of potential liabilities, disclosed or
undisclosed, associated with the business acquired, which liabilities may exceed
the amount of indemnification available from the seller; (v) the financial and
accounting systems utilized by the business acquired will not meet the Company's
standards; (vi) the business acquired will not maintain the quality of services
that the Company has historically provided; (vii) the dilutive effect of the use
of the Company's Common Stock as consideration for transactions; (viii) the
inability to attract and retain qualified local management for both acquirees
operations and the ensuing consolidated operations. There can be no assurance
that the Company will consummate any future acquisitions on satisfactory terms,
that adequate financing will be available on terms acceptable to the Company, or
that any acquired operations will be successfully integrated or that such
operations will ultimately have a positive impact on the Company, its financial
condition or results of operations.

DEPENDENCE ON SUPPLIERS; CREDIT ARRANGEMENTS

During the year ended December 31, 1996, the Company had no one
supplier which accounted for in excess of 10% of purchases. During the nine
month period ended September 30, 1997, the Company had one supplier which
accounted for in excess of 10% of purchases. Substantially all of the Company's
inventory has, and will be, purchased from manufacturers and distributors with
whom the Company has entered into non-exclusive agreements, which are typically
cancelable upon 30 days written notice. There can be no assurance that such
agreements will not be canceled. While the Company does not believe that the
loss of any one supplier would have a material adverse effect upon the Company
since the components utilized in most products sold by the Company are available
from multiple sources, the Company's future success will depend in part on its
ability to maintain relationships with existing suppliers and to develop new
relationships with additional suppliers. The loss of, or significant disruptions
in relationships with, suppliers could have a material adverse effect on the
Company's business since there can be no assurance that the Company will be able
to replace lost suppliers on a timely basis.

To date, the Company has materially benefited from extended credit
terms that the Company has received from certain of its suppliers. Such terms
enable the Company to defer payment during a significant portion of the
Company's transport and manufacturing cycle thereby permitting the Company

<PAGE>

to increase its volume of purchases for components, parts, and equipment. In the
event that the Company's suppliers were to impose more stringent credit terms
with respect to the Company, in the absence of sufficient alternative financing
on favorable terms, the Company could be materially adversely affected. In such
event, there can be no assurance that the Company will obtain alternative
financing on favorable terms, or at all.

COMPETITION

The manufacturing and distribution of computer equipment and related
products is highly competitive and requires substantial capital. The Company
competes with, and will compete with, numerous international, national, and
regional companies, many of which have significantly larger operations and
greater financial, marketing, human, and other resources than the Company, which
may give such competitors competitive advantages, including economies of scale
and scope. Competitors include internationally recognized companies such as IBM,
Acer, Hewlett Packard and Compaq. No assurance can be given that the Company
will successfully compete in any market in which it conducts or may conduct
operations.

POLITICAL AND ECONOMIC UNCERTAINTY

Notwithstanding the recent stability of the Brazilian economy and
Brazil's unrestricted foreign exchange market, the Brazilian economy has been
characterized by frequent and occasionally substantial intervention by the
Brazilian Government. The Brazilian Government has, in the past, substantially
influenced monetary, credit, tariff, and other policies, including exchange
rates, and has utilized price and wage controls, the restriction of bank
accounts, capital controls, and restrictions on exports to influence the
economy, including to reduce extremely high levels of inflation. In addition,
the Brazilian political environment has been characterized by high levels of
uncertainty since the country returned to civilian rule in 1985. Furthermore,
there have been periodic strikes among workers in Brazil's public sector, and
any such incidents in the future could have a material adverse effect on the
Company's operations during such periods. In November 1997, the Brazilian
Government introduced a budget cutting plan designed to control Brazil's budget
and trade deficits. The plan, which includes measures ranging from tax increases
to public sector layoffs is designed to save the Brazilian government
approximately $20 billion Reals. These proposed changes in addition to future
changes in, or the implementation of, such policies, and increased Brazilian
political uncertainty, could also have a material adverse effect on the Company
and its financial results.

FOREIGN EXCHANGE RISK

The relationship of Brazil's currency to the value of the U.S. dollar,
and the relative rate of devaluation of Brazil's currency, may affect the
Company's operating results. In particular, the Company's accounts receivable
are denominated in the Brazilian local currency, the Real, while the Company's
operating results are recorded in U.S. dollars. Accordingly, any significant
devaluation of the Real relative to the U.S. dollar could have a material
adverse effect on the Company's operating results. Although the Company had used
Brazilian Real futures and options contracts during 1996, in an effort to hedge
against currency risks, its highest coverage at any one time had only met 20% of
its exposure, consisting of accounts receivable denominated in Reals, net of
accounts payable and other current liabilities denominated in Reals. Currently,
the Company is not engaged in any hedging activities, however, the Company is
constantly monitoring its exposure to currency risks and plans to use hedging
activities to offset currency risks as it deems appropriate. While translation
losses have not had a material

<PAGE>

effect on the Company's financial position, the Company did experience a
translation loss of approximately $547,077 for the year ended December 31, 1996
and $1,615,863 for the nine months ended September 30, 1997.

CONSEQUENCES OF TECHNOLOGICAL CHANGES

The market for the Company's products is characterized by continuous
and rapid technological advances and evolving industry standards. Compatibility
with industry standards in areas such as operating systems and communications
protocols is material to the Company's marketing strategy and product
development efforts. In order to remain competitive, the Company must respond
effectively to technological changes by continuing to enhance and improve its
existing products to incorporate emerging or evolving standards and by
successfully developing and introducing new products that meet customer
requirements. There can be no assurance that the Company will successfully
develop, market, or support such products or that the Company will respond
effectively to technological changes or new product announcements or
introductions by others. In the event that the Company does not enhance and
improve its products, the Company's sales and financial results could be
materially adversely affected. In addition, there can be no assurance that, as a
result of technological changes, a portion of the inventory of the Company would
not be rendered obsolete.

POSSIBLE NEED FOR ADDITIONAL FINANCING

To maintain historical levels of growth, the Company may need to seek
additional funding through public or private financing and may, when attractive
sources of capital become available, elect to obtain capital in anticipation of
such needs. Adequate funds for growth through internal expansion and through
acquisitions may not be available when needed or may not be available on terms
favorable to the Company. If additional funds are raised by issuing equity
securities or related instruments with conversion or warrant features, dilution
to existing shareholders may result. If funding is insufficient, the Company may
be required to delay, reduce the scope of or eliminate some or all of its
expansion programs. In addition, the Company has in the past sought funding
through third parties related to the Company's management and there can be no
assurance that these sources can be relied upon in the future. Based on the
Company's operating plan, the Company believes that it's completed October 1997
financing, together with projected cash flows from continuing operations and
existing and contemplated sources of credit will be sufficient to satisfy its
capital requirements and finance its plans for expansion for at least the next
12 months. Such belief is based on certain assumptions, and there can be no
assurance that such assumptions are correct. Accordingly, there can be no
assurance that such resources will be sufficient to satisfy the Company's
capital requirements for such period. Also, there can be no assurance that such
contemplated sources will be available at the time they are needed. In any of
such events, the Company may be unable to implement its current plans for
expansion.

DEPENDENCE ON KEY PERSONNEL; RECRUITMENT OF ADDITIONAL PERSONNEL

The Company is dependent upon the efforts and abilities of Georges C.
St. Laurent III, its Chairman of the Board and Chief Executive Officer, and
William C. St. Laurent, its President and Chief Operating Officer. Each of such
individuals is a substantial shareholder of the Company and has entered into an
employment agreement with the Company which terminates on December 31, 1998. The
loss or unavailability of the services of either of these individuals for any
significant period of time could have a material adverse effect on the Company's
business prospects. The Company has obtained, and is the sole beneficiary of,
key-person life insurance in the amount of $2 million on the life of each of
Messrs.

<PAGE>

St. Laurent. There can be no assurance that such insurance will continue to be
available on reasonable terms, or at all.

The ability of the Company to attract and retain highly skilled
personnel is critical to the operations of the Company. To date, the Company has
been able to attract and retain the personnel necessary for its operations.
However, there can be no assurance that the Company will be able to do so in the
future, particularly in light of the Company's expansion plans. If the Company
is unable to attract and retain personnel with necessary skills when needed, its
business and expansion plans could be materially adversely affected.

AFFILIATED TRANSACTIONS AND CONFLICTS OF INTEREST

From inception through mid-1996, the Company bought and sold products
to and from Victoria Tecnologia S.A., an entity controlled by William C. St.
Laurent, the President and Chief Operating Officer of the Company. The Company
has also, since 1995, received loans and sold certain of its accounts
receivables to Mr. Georges C. St. Laurent, Jr., the father of Georges C. St.
Laurent III, the Company's Chairman of the Board and Chief Executive Officer,
and William C. St. Laurent. The terms of these transactions were no less
favorable to the Company than could be obtained from unaffiliated parties. To
the extent the Company enters into transactions with affiliated persons and
entities in the future, it will do so only on terms no less favorable to the
Company than those available from unaffiliated parties.

ASSETS OUTSIDE THE U.S.; ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN
PERSONS

While the Company is a U.S. corporation with executive offices in
Florida, its principal operations are conducted by the Company's subsidiaries,
Bahiatech - Bahia Tecnologia Ltda. ("Bahiatech"), and Microtec which are both
domiciled in Brazil. For the foreseeable future, a substantial portion of the
Company's assets will be held or used outside the U.S. (in Brazil). Enforcement
by investors of civil liabilities under the Federal securities laws may also be
affected by the fact that while the Company is located in the U.S., its
principal subsidiary and operations are located in Brazil. Although the
Company's executive officers and directors are residents of the U.S., except Mr.
Touma Makdassi Elias, who is a resident of Brazil, all or a substantial portion
of the assets of the Company are located outside the U.S.

EXPIRATION OF TAX-EXEMPT STATUS

The government of the State of Bahia, Brazil has issued a decree that
exempts Bahiatech, through and including the year 2003, from the payment of
state import duties, state sales tax, and state services tax. Bahiatech is also
exempted from the payment of Brazilian federal income tax through and including
the year 2004. The abatement will continue during the exemption period provided
that 20% of the budgeted production goals negotiated from time to time by
Bahiatech and the federal government of Brazil in units are met in each year
during the Company's exemption period. Accordingly, upon the expiration of
Bahiatech's tax-exempt status, or the inability of Bahiatech and the federal
government of Brazil to renegotiate such budgeted production goals, the
Company's after-tax earnings may be expected to decline substantially. While
Bahiatech and the federal government of Brazil have agreed to budgeted
production goals in the past, there can be no assurance that they will
successfully do so in future periods. Without the exemption, Bahiatech would
have been subject to additional Brazilian federal income tax of approximately
$2.2 million in 1996. Bahiatech is not exempted from the payment of a federal
social contribution tax of 9.09% of income. Microtec is not exempt from state
taxes or federal income taxes.

<PAGE>

NO DIVIDENDS

The Company has not paid any cash dividends on the Common Stock since
its inception and does not anticipate paying cash dividends on the Common Stock
in the foreseeable future. For the foreseeable future, the Company intends to
reinvest earnings of the Company, if any, in the development and expansion of
its business.

LIMITATION ON SUBSIDIARY TO REPATRIATE EXCESS RETAINED EARNINGS

For the foreseeable future, Bahiatech, the Company's Brazilian
subsidiary, does not intend to distribute any excess retained earnings to its
U.S. parent, but to reinvest such earnings, if any, in the development and
expansion of its business. Substantially all of the retained earnings of the
Company on a consolidated basis have been attributable to Bahiatech. Bahiatech
is exempt from the payment of Brazilian federal income tax through and including
the year 2004. Tax exemption benefits cannot be distributed as dividends to the
parent Company in U.S. dollars and are segregated for capital reserves and
offsetting accumulated losses in accordance with Brazilian law. For the year
ended December 31, 1996 the tax exemption benefits amounted to $2,163,667 or
approximately $0.24 per share.

In the future, should Bahiatech wish to remit retained earnings in
excess of the tax exemption benefits, it may do so only in Real denominated
currency (the Brazilian currency). In order for a company to remit retained
earnings abroad in a currency other than the Real, Brazilian law first requires
the registration of the foreign capital upon which those retained earnings were
made. The Company has applied with the Central Bank of Brazil to register its
original foreign capital investment in Bahiatech in order to allow Bahiatech to
remit excess retained earnings in US$ denominations. While the Company believes
that such application will be approved by the Central Bank, there can be no
assurance that such event will occur. In the event that the Company's
application is not approved, then Bahiatech, if it so chooses, will be able to
remit excess retained earnings in Real denominated currency only. Microtec is
not subject to such limitation.

EXERCISE OF WARRANTS AND OPTIONS

The Company has options and warrants to purchase a total of 4,636,582
shares of Common Stock at prices between $9 and $25 per share, including
4,242,476 options issued to directors, consultants, and members of management.
The existence of such options and warrants may adversely affect the terms under
which the Company could obtain additional equity capital. The exercise of these
warrants and options may materially adversely affect the market price of the
Common Stock. In addition, the Company has agreed it will register under federal
and state securities laws underlying warrants and the securities issuable
thereunder, under certain circumstances.

SHARES ELIGIBLE FOR FUTURE SALE

The sale, or availability for sale, of a substantial number of shares
of Common Stock in the public market pursuant to Rule 144 under the Securities
Act ("Rule 144") or otherwise could materially adversely affect the market price
of the Common Stock and could impair the Company's ability to raise additional
capital through the sale of its equity securities or debt financing. The
availability of Rule 144 to the holders of restricted securities of the Company
would be conditioned on, among other factors, the availability of certain public
information concerning the Company. 8,192,497 shares of the Common Stock
currently outstanding are "restricted securities" as that term is defined in
Rule 144 and may, under certain

<PAGE>

circumstances, be sold without registration under the Securities Act. All of the
Company's executive officers and directors have agreed not to sell their shares
of Common Stock for a period of 24 months from November 1, 1996, the date of the
Company's initial public offering, without prior written consent of the
underwriter in the Company's November 1996 initial public offering.

CONTROL OF THE COMPANY BY MANAGEMENT

The management of the Company beneficially own approximately 73% of the
outstanding shares of Common Stock. Accordingly, the management of the Company
has the ability to elect the Company's entire Board of Directors and control the
outcome of all matters submitted to a vote of the shareholders of the Company.

GOVERNMENT REGULATION

The manufacture of computer equipment and related products is subject
to various forms of government regulation in the United States and Brazil. The
Company and its operations are affected by technology transfer and licensing
regulations, tariff regulations, regulations governing currency conversion and
transfers of profits between jurisdictions, and labor regulations, among others.
While the Company does not believe that such regulations adversely effect the
Company or its business presently, there can be no assurance that such
regulations will not materially adversely affect the Company in the future.

In addition, the government of Brazil has exercised, and continues to
exercise, substantial influence over many aspects of the private sector in
Brazil.

AUTHORIZATION OF PREFERRED STOCK; POSSIBLE ANTI-TAKEOVER EFFECTS

The Board of Directors is authorized to issue shares of preferred stock
and to determine the dividend, liquidation, conversion, redemption, and other
rights, preferences, and limitations of such shares without any further vote or
action of the shareholders. Accordingly, the Board of Directors is empowered,
without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the Common Stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging and delaying or preventing a change
in control of the Company. The Company has no present intention to issue any
shares of its preferred stock, although there can be no assurance that the
Company will not do so in the future.

SHARE PRICE VOLATILITY

The market for securities of technology companies and companies that
participate in emerging markets historically has been more volatile than the
market for stocks in general. The price of the Common Stock of the Company may
be subject to wide fluctuations in response to quarter-to-quarter variations in
operating results, announcement of acquisitions, vendor additions or
cancellations, creation or elimination of banking or other funding
opportunities, favorable or unfavorable coverage of the Company or its officers
by the press, and the availability of new products, technology, or services. In
addition, the stock market has from time to time experienced extreme price and
volume fluctuations that have particularly affected the market price for many
technology and emerging market companies, both related and unrelated to the
operating results of the company. These market fluctuations and other factors
may affect the market for the Common Stock.

<PAGE>

THE COMPANY

The Company is engaged in the manufacture and distribution of computer
equipment and related products, as well as the financing of the purchase
thereof, in the Federal Republic of Brazil. The Company's products, which
include personal computers and multimedia systems and related peripheral
products, networking and system integration equipment, and consumer electronics,
are marketed under Company-owned and other brand names for distribution through
a variety of channels in the Brazilian marketplace. In addition, the Company
maintains an engineering support service dedicated to assisting the Company's
customers in effecting networking and system integration solutions.

The Company's principal operations are conducted in Brazil by its
wholly-owned Brazilian subsidiaries, Bahiatech and Microtec. The parent company,
Vitech America, Inc., sources products in the United States and throughout the
world for Bahiatech and engages in the distribution of those products to
Bahiatech. Principally all of the consolidated revenues of the Company have been
recognized in Brazil by Bahiatech. For the year ended December 31, 1996, 96% of
the consolidated revenues of the Company were recognized in Brazil by Bahiatech
as compared to 33% of the consolidated revenues for the year ended December 31,
1995.

As a result of the increasing stability of the economy and the growth
of a middle class in Brazil, demand for computer equipment and related products
in Brazil has increased significantly over the last five years. Based upon news
and trade reports, the Company believes that the market for computer equipment
and related products in Brazil is expected to grow at the rate of approximately
30% annually for at least the next 5 years. The Company believes that it is
particularly well-positioned to capitalize upon such anticipated growth based
upon: (i) the Company's knowledge of prevailing customs, importation practices,
technology and labor bases, marketing dynamics, and economic conditions in
Brazil, together with the Company's existing relationships with U.S. and Asian
suppliers and understanding of technology development; (ii) the Company's
integrated manufacturing, research and development, sales, and warehousing
facilities in Brazil; (iii) the Company's existing national direct distribution
network in Brazil; and (iv) the Company's ability to provide flexible financing
alternatives to potential purchasers of the Company's products.

The Company's business strategy is to continue to grow and capture a
larger share of the computer equipment market in Brazil by: (i) continuing to
expand its inventory; (ii) continuing to expand manufacturing capacity; (iii)
continuing to expand the direct distribution channels for the Company's products
in Brazil; (iv) continuing to expand the Company's direct marketing and consumer
financing program; (v) continuing to increase brand name recognition through
marketing; (vi) maintaining and enhancing its technological edge by increasing
its engineering efforts; and (vii) seeking strategic acquisitions, mergers, and
business relationships both in Brazil and elsewhere.

<PAGE>

The Company was incorporated on June 24, 1993 under the laws of the
State of Florida. Its principal executive offices are located at 8807 Northwest
23rd Street, Miami, Florida 33172, and its telephone number is (305) 477-1161.
Bahiatech was incorporated on May 8, 1995 under the laws of Brazil.

ACQUISITION OF MICROTEC

In furtherance of its business strategy, the Company, on July 10, 1997,
acquired 94.4% of the outstanding capital stock of Microtec. The purchase price
for such acquisition was $14,650,000 payable in cash and Common Stock of the
Company. Microtec, based in Cotia, Sao Paulo, Brazil, is engaged in the
manufacture and distribution of personal computers and servers in the Federal
Republic of Brazil. Microtec sells directly to corporate and government clients
and through a nationwide network of over 400 resellers. Microtec participates
heavily in all levels of bids and public solicitations in Brazil. Since 1983,
Microtec has established a brand name recognition for quality products and
services in the Brazilian market. Microtec has an installed base of
approximately 230,000 personal computers in Brazil. Microtec sources components
in Brazil as well as in China, Taiwan, and the United States. Microtec, one of
the first PC manufacturers in Brazil, has extensive experience in engineering
and design of personal computers and has been granted an ISO-9001 certification.
Microtec has a nationwide network of technical assistance and service centers,
giving it a comprehensive post-sale support system for the Brazilian market.

Net revenues and net income for Microtec have increased from
$48,382,000 and $181,000, respectively, for the year ended December 31, 1995, to
$72,117,000 and $2,089,000, respectively, for the year ended December 31, 1996.

SELLING SECURITY HOLDERS

SECURITIES PURCHASE AGREEMENT AND SUBSCRIPTION AGREEMENT

On October 10, 1997, the Company issued $20 million aggregate principal
amount of 10% Convertible Promissory Notes. The Notes are initially convertible
at a conversion price of $16.50 (the "Initial Conversion Price"), subject to
stock splits, stock dividends, rights offering by the Company and certain
combinations, capitalizations, reclassifications, extraordinary distributions
and other similar events. In the event that the Company shall decline to repay
in full, following the exercise by the Noteholders of the first or second put
right (as defined below), the Initial Conversion Price shall be (i) the lesser
of .85 multiplied by the 10-day weighted average sale price (the "WASP") as
reported on Nasdaq as reported by Bloomberg, L.P. (or other principal exchange
on which the Company's securities are traded) for the lowest 10-day consecutive
period during the 30 consecutive trading day period ending one trading day prior
to the conversion date and (ii) $16.50 per share.

Beginning October 10, 1998 and continuing for a period of 30 days
thereafter, each Noteholder shall have the right ("First Put Right") to request
the Company to repurchase all, but not less than all the outstanding Notes held
by such Holder at a price equal to 110% of the principal amount thereof plus
accrued and unpaid interest thereon. Commencing 180 days after the First Put
Date and continuing for a period of 30 days thereafter, each Noteholder shall
have a second right (the "Second Put Right") to request the Company to
repurchase all, but not less than all the outstanding Notes at a price equal to
115% of the principal amount thereof plus accrued and unpaid interest. The
purchase price for any Put Right shall be paid in four equal monthly
installments on the last business day of each month commencing on the first full
month following the Put Notice with respect to the First or Second Put Right,
with interest

<PAGE>

on each installment at the rate of 10% per annum. The Company shall have the
right at any time from time to time commencing on October 10, 1998 to purchase
from any holder of the Notes, the Notes at a call price of 112% of the principal
amount, plus accrued and unpaid interest thereon provided that such Call Price
shall be increased by 1% per month.

The Company is obligated under the terms of the Agreements to prepare
and file a Registration Statement providing for the resale of the shares of
Common Stock issuable upon conversion of the Convertible Notes within 20 days of
November 4, 1997 and to use its best efforts to have such Registration Statement
declare effective on or before January 15, 1998. In the event that such
Registration Statement is not declared effective by such date, the Company shall
pay to each Noteholder monthly, the greater of (x), the pro rata portion of the
amount equal to 1.5% of the aggregate outstanding principal amount of the
Convertible Notes held by such holder, which monthly amount will be increased to
2% in the event that such Registration Statement is not declared effective by
February 15, 1998 or (y), $2,500 for each day the Registration Statement is not
declared effective by January 15, 1998.

In no event shall the Company issue more than 19.9% of its issued and
outstanding shares of Common Stock in connection with each separate issuance of
Convertible Notes ,unless the Company shall obtain stockholder approval or
waiver of such requirement by the Nasdaq Stock Market. Unless the Company shall
obtain stockholder approval or waiver of such requirement by the Nasdaq Stock
Market within the time period set forth within the Securities Purchase
Agreement, the principal amount of the Convertible Notes, which may not be
converted because of such limitation, will be payable at a formula price which
shall be the amount equal to the greater of (i) the aggregate principal amount
of the Convertible Notes then outstanding, together with all accrued and unpaid
interest thereon, in the sum of (a) the products of (x) the number of shares of
Common Stock which the Convertible Notes being redeemed are then convertible at
the current conversion price and (y) the WASP on the date the Convertible Notes
are redeemed, plus (c) accrued and unpaid interest on the Convertible Notes the
date of repayment.

The Company also issued on October 10, 1997, additional $18,600,000
aggregate principal amount 10% Convertible Notes. The Convertible Notes were
issued in a Private Placement and under the terms and conditions of a
Subscription Agreement. The Subscription Agreement and the terms contained
therein were substantially similar to the terms in the Securities Purchase
Agreement described above, provided, however, that the Company will not incur
any penalties in the event that the shares underlying the Convertible Notes were
not registered in ninety (90) days as of November 1, 1997. In connection with
both of the above financings, the Company issued 219,443 common stock purchase
warrants.

In connection with the initial public offering in November 1996, the
Company issued 200,000 warrants to purchase Common Stock to representatives of
the underwriters. In August 1996 the Company issued 21,296 common stock purchase
warrants in a private placement. The Company also issued in June, August and
October 1997, the St. Laurent Notes in the principal amount of $20,000,000
convertible into 1,287,785 shares of Common Stock.

STOCK OWNERSHIP

The following table sets forth the name of the Selling Security Holder,
the amount of shares of Stock held directly or indirectly underlying the
Convertible Notes and Warrants owned by the Selling Security Holder at the date
thereof. The amount of shares of Common Stock being offered by the Selling

<PAGE>

Security Holder and the amount to be owned by the Selling Security Holder
following the sale of such shares of Common Stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES TO SHARES TO BE OWNED
NAME OF SELLING SECURITY HOLDER SHARES OWNED(1) BE OFFERED AFTER OFFERING
- ------------------------------- --------------- ---------- ------------------
<S> <C> <C> <C>
North Hampton Holding
Corporation III(2) 100,000 100,000 0
Robert J. Setteducati(2) 25,000 25,000 0
Michael A. Bresner(2) 19,000 19,000 0
James C. Witze(2) 2,000 2,000 0
William Masucc(2) 10,000 10,000 0
Michael S. Smith(2) 3,000 3,000 0
Thomas S. Parigian(2) 10,000 10,000 0
Joseph Galligan(2) 3,000 3,000 0
Michael Vanechanos(2) 1,000 1,000 0
Glenn Busch(2) 2,000 2,000 0
Michael Bergin(2) 2,000 2,000 0
Jack Bruscianelli(2) 1,500 1,500 0
Gary Stewart(2) 1,500 1,500 0
Jerome Feldman(2) 20,000 20,000 0
Tresley, David and Cindy(2) 8,000 8,000 0
Swedbank (Luxembourg) S.A.(2) 5,000 5,000 0
Dennis and B. Elaine Brubaker(2) 2,000 2,000 0
Curry Family Trust(2) 2,000 2,000 0
Robert P. Bain(2) 2,000 2,000 0
Geoffroy del Marmol(2) 1,296 1,296 0
Daniel Phelan(2) 1,000 1,000 0
Joseph K. Meyer(2) 66,633(5) 46,633 20,000(5)
Parker Quillen(2) 45,538 45,538 0
Infinity Investors Limited(2) 103,029 103,029 0
Infinity Emerging Opportunities
Limited(2) 6,061 6,061 0
Summit Capital Limited(2) 6,061 6,061 0
Glacier Capital Limited(2) 6,061 6,061 0
Little Wing LP(2) 4,242 4,242 0
Tradewinds Fund Ltd.(2) 909 909 0
Contrary Fund Ltd.(2) 909 909 0
Infinity Investors Limited(3)(6) 1,030,304 1,030,304 0
Infinity Emerging Opportunities
Limited(3)(6) 60,606 60,606 0
Summit Capital Limited(3)(6) 60,606 60,606 0
Glacier Capital Limited(3)(6) 60,606 60,606 0
Georges C. St. Laurent Jr.(3) 1,077,595(4) 1,287,785 1,077,595
Eugenie & Joseph Jones
Family Foundation(3) 24,242 24,242 0
Susan Jones Gundlach(3) 12,121 12,121 0
Whitcust & Co.(3) 224,243 224,243 0
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES TO SHARES TO BE OWNED
NAME OF SELLING SECURITY HOLDER SHARES OWNED(1) BE OFFERED AFTER OFFERING
- ------------------------------- --------------- ---------- ------------------
<S> <C> <C> <C>
Institute of Mental Hygiene(3) 12,121 12,121 0
Burgeois Bennett Thokey & Hickey
401(k) Profit Sharing Plan & Trust(3) 12,121 12,121 0
The Toler Foundation(3) 18,182 18,182 0
Enbecee Company(3) 121,212 121,212 0
Reliable Credit Profit Sharing Trust(3) 15,152 15,152 0
David E. Palmisano(3) 3,030 3,030 0
David E. & Becky Palmisano
JT TEN(3) 12,121 12,121 0
Richard F. Deich(3) 6,061 6,061 0
Earle C. May(3) 6,061 6,061 0
Earl E. Schatz(3) 12,121 12,121 0
Gerald T. Lisac IRA Rollover(3) 18,182 18,182 0
Gerald T. Lisac & Maryann
Lisac JT TEN(3) 2,424 2,424 0
J.R. Mann(3) 6,061 6,061 0
Paul R. Farago Trust(3) 24,242 24,242 0
Joe L. Mangan(3) 18,182 18,182 0
Peter R. Evans(3) 3,030 3,030 0
David C. Mann(3) 25,758 25,758 0
Smooch Reynolds(3) 3,030 3,030 0
Jack Reynolds(3) 9,091 9,091 0
Jerry E. Nye, M.D.
PC Pension & Profit Sharing
Trust (SNWSC & CO.)(3) 3,030 3,030 0
Alexandra Rome Revocable Trust(3) 18,182 18,182 0
Alexandra Rome Mudd & Alexandra
Rome JT TEN(3) 6,061 6,061 0
Alyssa Rome Mudd & Alexandra
Rome JT TEN(3) 6,061 6,061 0
Alexandra Rome Cust for Emily
Rome Mudd UCAUTMA(3) 4,545 4,545 0
Marc Iseri M.D. P.C. Pension
Plan (SNWSC & CO.)(3) 15,152 15,152 0
Reliable Credit Association, Inc.
Pension Plan(3) 15,152 15,152 0
K & C Family Trust(3) 3,030 3,030 0
The Cuttyhunk Fund Limited(3) 24,242 24,242 0
Little Wing LP(3) 42,424 42,424 0
Tradewinds Fund Ltd.(3) 9,091 9,091 0
Contrary Fund Ltd.(3) 9,091 9,091 0
Crane Mills, Inc.(3) 15,152 15,152 0
David Sloop(3) 9,091 9,091 0
Drucilla Sloop(3) 909 909 0
John C. Swatman(3) 3,030 3,030 0
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES TO SHARES TO BE OWNED
NAME OF SELLING SECURITY HOLDER SHARES OWNED(1) BE OFFERED AFTER OFFERING
- ------------------------------- --------------- ---------- ------------------
<S> <C> <C> <C>
Jill B. Meyer(3) 576 576 0
Compass Advisors, Inc.(3) 1,515 1,515 0
David & Drucilla Sloop(3) 1,818 1,818 0
Quimby Welding Supplies(3) 6,061 6,061 0
Wayne M. Quimby(3) 2,424 2,424 0
Elaine N. Quimby(3) 2,121 2,121 0
Emerging Markets Debt I, LP(3) 303,030 303,030 0
Charles D. & Trina T. Denson(3) 6,061 6,061 0
Kensington Partners LP I(3) 30,303 30,303 0
Kensington Partners LP II(3) 833 833 0

<FN>
(1) Represents shares of Common Stock issuable upon conversion of the
Convertible Notes, the St. Laurent Notes and upon the exercise of
Common Stock Warrants.

(2) Represent the shares of Common Stock issuable upon conversion of
Warrants.

(3) Represents shares of Common Stock issuable upon conversion of
Convertible Notes based upon the number of shares required to be
registered for resale pursuant to the Subscription Agreement and
Securities Purchase Agreement relating thereto. The initial number of
shares issuable at the conversion of the Convertible Notes will depend
upon the timing of the conversion.

(4) Does not include 1,287,785 shares of Common Stock issuable upon
conversion of the St. Laurent Notes. The St. Laurent Notes may not be
converted unless Mr. St. Laurent gives 90 days prior written notice. As
of the date of this Prospectus, no such notice has been given. Includes
stock options to purchase 69,843 shares of Common Stock.

(5) Includes stock options to purchase 20,000 shares of Common Stock.

(6) Notwithstanding the foregoing, each of these Selling Security Holders
has agreed to limit the number of shares acquired such that the number
of such shares beneficially held will be such number representing less
than five percent (5%) of the total outstanding number of shares.
</FN>
</TABLE>

The Company has agreed to pay full costs and expenses, incentives to
the issuance, offer, sale and delivery of the Shares, including but not limited
to, all fees and expenses in preparing, filing and printing the Registration
Statement and Prospectus and related exhibits, amendments and supplements
thereto and mailing of such items. The Company will not pay selling commissions
and expenses associated with any sale by the Selling Security Holders.

PLAN OF DISTRIBUTION

The Shares offered hereby by the Selling Security Holders may be sold
from time to time by the Selling Security Holders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or
more exchanges or in the over-the-counter market (including the Nasdaq National
Market of The Nasdaq Stock Market), or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more of the following
methods, including, without limitation: (a) a block trade in which the
broker-dealer

<PAGE>

so engaged will attempt to sell the Shares as agent, but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) face-to-face or other
direct transactions between the Selling Security Holders and purchasers without
a broker-dealer or other intermediary and (e) ordinary brokerage transactions
and transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Security Holders may arrange for other
brokers or dealers to participate in the resales. Brokers, dealers or agents may
receive compensation in the form of commissions, discounts or concessions from
Selling Security Holders in amounts to be negotiated in connection with the
sale. Such broker-dealers and agents and any other participating broker-dealers,
or agents may be deemed to be "underwriters" within the meaning of the Act, in
connection with such sales. In addition, any securities covered by this
Prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule
144 rather than pursuant to this Prospectus.

In connection with distributions of the Shares or otherwise, the
Selling Security Holders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-dealers may engage
in short sales of the Shares registered hereunder in the course of hedging the
positions they assume with Selling Security Holders. The Selling Security
Holders may also sell shares short and deliver the Shares to close out such
short positions. The Selling Security Holders may also enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the Shares registered hereunder, which the broker-dealer may
resell pursuant to this Prospectus. The Selling Security Holders may also pledge
the Shares registered hereunder to a broker or dealer and upon a default, the
broker or dealer may effect sales of the pledged Shares pursuant to this
Prospectus.

Information as to whether an underwriter(s) who may be selected by the
Selling Security Holders, or any other broker-dealer, is acting as principal or
agent for the Selling Security Holders, the compensation to be received by
underwriters who may be selected by the Selling Security Holders, or any
broker-dealer, acting as principal or agent for the Selling Security Holders and
the compensation to be received by other broker-dealers, in the event the
compensation of such other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
Prospectus (the "Prospectus Supplement"). Any dealer or broker participating in
any distribution of the Shares may be required to deliver a copy of this
Prospectus, including the Prospectus Supplement, if any, to any person who
purchases any of the Shares from or through such dealer or broker.

The Company has advised the Selling Security Holders that during such
time as they may be engaged in a distribution of the Shares included herein they
are required to comply with Regulation M promulgated under the Exchange Act.
With certain exceptions, Regulation M precludes any Selling Security Holders,
any affiliated purchasers and any broker-dealer or other person who participates
in such distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchase made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the Common Stock.

It is anticipated that the Selling Security Holders will offer all of
the Shares for sale. Further, because it is possible that a significant number
of Shares could be sold at the same time hereunder, such sales, or the
possibility thereof, may have a depressive effect on the market price of the
Company's Common Stock.

<PAGE>

Except as specifically set forth herein, none of the Selling Security
Holders has, or within the past three years has had, any position, office or
other material relationship with the Company or any of its predecessors or
affiliates.

DESCRIPTION OF SECURITIES

GENERAL

The following description of the material terms of the Common Stock is
subject to the Florida Business Corporation Act (the "FBCA") and to the
provisions contained in the Company's Articles of Incorporation, as amended (the
"Articles of Incorporation"), and By-laws, as amended, copies of which have been
filed with the Securities and Exchange Commission. See "Available Information."

The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, no par value, and 3,000,000 shares of preferred stock, no par
value (the "Preferred Stock"). As of November 12, 1997, there were outstanding
10,921,314 shares of Common Stock and no shares of Preferred Stock.

COMMON STOCK

The Company is authorized to issue 30,000,000 shares of Common Stock,
no par value per share, of which as of the date of this Prospectus, 10,921,314
shares of Common Stock are outstanding. All outstanding shares of Common Stock
are, and all shares of Common Stock to be outstanding upon completion of this
offering will be, validly authorized and issued, fully paid, and non-assessable.

The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available therefor. In the event
of a liquidation, dissolution, or winding up of the Company, holders of Common
Stock are entitled to share ratably all assets remaining after payment of
liabilities. Holders of Common Stock have no preemptive rights and have no
rights to convert their Common Stock into any other securities.

For a period of 24 months from the date of its initial public offering,
November 1, 1996, the Company may not issue any shares of Common Stock pursuant
to Regulation S without such underwriter's prior written consent.

PREFERRED STOCK

The Company is authorized to issue up to 3,000,000 shares of Preferred
Stock, no par value per share, of which no shares are outstanding as of the date
hereof. The preferred stock may be issued in one or more series, the terms of
which may be determined at the time of issuance by the Board of Directors,
without further action by shareholders, and may include voting rights (including
the right to vote as a series on particular matters), preferences as to
dividends and liquidation, conversion rights, redemption rights, and sinking
fund provisions. The issuance of any such preferred stock could adversely affect
the rights of the holders of Common Stock and, therefore, reduce the value of
the Common Stock. The ability of the Board of Directors to issue preferred stock
could discourage, delay, or prevent a takeover of the Company.

<PAGE>

NASDAQ NATIONAL MARKET/Registered trademark/

The Common Stock is traded on the Nasdaq National Market Tier of the
Nasdaq Stock Market under the symbol: VTCH.

TRANSFER AND WARRANT AGENT AND REGISTER

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be
passed upon for the Company by Atlas, Pearlman, Trop & Borkson P.A., Fort
Lauderdale, Florida. Atlas, Pearlman, Trop & Borkson own 26,500 shares of Common
Stock.

EXPERTS

The audited consolidated financial statements of Vitech America, Inc.
as of December 31, 1996 and December 31, 1995, and for each of three fiscal
years in the period ended December 31, 1996, incorporated by reference into this
Prospectus, have been audited by Pannell Kerr Forster PC, independent certified
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

The audited financial statements of Microtec Sistemas Industria e
Comercio S.A. as of December 31, 1996 and December 31, 1995, and for each of the
two fiscal years in the period ended December 31, 1995, incorporated by
reference into this Prospectus, have been audited by Deloitte Touche Tohmatsu,
independent certified public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

INDEMNIFICATION

The Articles of Incorporation of the Company provide that every
director and every officer of the corporation, every former director and former
officer of the corporation, and every person who may have served at the request
of the corporation as a director or officer of another corporation in which the
corporation owns shares of capital stock or of which it is a creditor, and the
heirs, executors, administrators, and assignors of all of the above persons
shall be indemnified by the corporation for expenses actually and necessarily
incurred by him in connection with the defense of any action, suit, or
proceeding to which he may be a party by reason of his being or having been a
director or officer of the corporation or of such other corporation regardless
of whether or not he continues to be a director or officer at the time of
incurring such expenses, except with respect to matters as to which he shall be
finally adjudged in such action, suit, or proceeding to be liable for negligence
or misconduct in the performance of his duty. The rights of indemnification set
forth in the Articles of Incorporation shall not be exclusive of any other
rights to which such person may be entitled by law or otherwise.

<PAGE>

director will continue to be subject to liability for: (a) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for, or
assenting to, an unlawful distribution; and (d) willful misconduct or conscious
disregard for the best interests of the Company in a proceeding by, or in the
right of, the Company to procure a judgment in its favor or in a proceeding by,
or in the right of, a shareholder. The statute does not effect the director's
responsibilities under any other law.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*

Registration Fees - Securities and
Exchange Commission $ 22,871
Cost of Printing 1,000*
Legal Fees and Expenses 5,000*
Accounting Fees and Expenses 5,000*
Blue Sky Fees and Expenses 500*
Miscellaneous 629*
---------

Total $ 35,000*

*Estimated

Item 15. Indemnification of Directors and Officers.

The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of the director and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for: (a) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for, or
assenting to, an unlawful distribution; and (d) willful misconduct or conscious
disregard for the best interests of the Company in a proceeding by, or in the
right of, the Company to procure a judgment in its favor or in a proceeding by,
or in the right of, a shareholder. The statute does not effect the director's
responsibilities under any other law.

<PAGE>

Item 16. Exhibits and Financial Statement Schedules.

a. The exhibits constituting part of the Registration Statement
are as follows:

(1.1) Form of Underwriting Agreement. (1)

(1.2) Form Representative's Warrant Agreement. (1)

(2.1) Contract for Discontinuation of Company
Participations and other Agreements between Vitech
America, Inc., Microtec Holding USA, Inc. and
Microhold Participacoes e Empreendimentos S/C Ltda.
Dated July 10, 1997. (2)

(2.2) Purchase agreement between Vitech America, Inc. and
Microtec Holdings USA, Inc. dated July 10, 1997.
(2)

(3.1) Articles of Incorporation dated June 24, 1993. (1)

(3.2) Amendments to the Company Articles of Incorporation
dated November 13, 1995 and July 26, 1996. (1)

(3.3) By-Laws of the Company. (1)

(4.1) Form of Common Stock Certificate. (1)

(5.1) Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
concerning legality of shares being registered
pursuant to this Registration Statement.

(10.1) Stock Option Plan. (1)

(10.2) Employment Agreement between the Company and
William St. Laurent, dated as of January 1, 1996.
(1)

(10.3) Employment Agreement between the Company and
Georges C. St. Laurent, III, dated as of January 1,
1996. (1)

(10.5) Option Agreements for William and Georges St.
Laurent. (1)

(10.6) Senior Convertible Note payable to Georges C. St.
Laurent Jr. dated June 26, 1997. (2)

(10.7) Securities Purchase Agreement dated October 10,
1997, by and between the Company, H.W. Partners,
L.P., as Purchaser's Representative and Investor.
(3)

(10.8) Form of Convertible Promissory Note dated October
10, 1997 for the Investors.(3)

(10.9) Put and Call Agreement dated October 10, 1997
between the Company and the Investors. (3)

<PAGE>

(10.10) Registration Rights Agreement dated October 10,
1997 between the Company and the Investors. (3)

(10.11) Form of Convertible Promissory Note dated October
10, 1997. (3)

(10.14) Loan Agreement dated August 19, 1997 between the
Company and Georges C. St. Laurent Jr.(4)

(10.15) Senior Convertible Note dated August 19, 1997 to
Georges C. St. Laurent Jr.(4)

(10.16) Senior Convertible Note dated October 10, 1997 to
Georges C. St. Laurent Jr.(4)

(21) Subsidiaries of the Company.

(23.1) Consent of Pannell Kerr Forster PC.

(23.2) Consent of Deloitte & Touche Tohmatsu

(23.3) Consent of Atlas, Pearlman, Trop & Borkson, P.A.,
counsel for the Company, is included in an opinion
filed in Exhibit 5.1.

(1) Incorporated by reference to exhibit of the same number filed with the
Company's Registration Statement on Form S-1, file #333-11505.
(2) Incorporated by reference to the Company's Current Report on Form 8-K
dated July 10, 1997 as amended on Form 8-K/A filed September 23, 1997.
(3) Incorporated by reference to the Company's Current Report on Form 8-K
dated October 10, 1997.
(4) Incorporated by reference to the Company's Quarterly Report on Form
10-Q dated September 30, 1997.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officer, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

The undersigned registrant hereby undertakes:

(a) The undersigned Company hereby undertakes:

(i) to file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to include
any additional or changed material information on the plan of distribution;

(ii) that, for determining any liability under the Securities
Act, treat each such post-effective amendment as a new Registration Statement of
the securities offered at that time shall be deemed to be the initial bona fide
offering thereof;

(iii) to file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering; and

(iv) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Post
Effective Amendment to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Miami and the State
of Florida, on the 8th day of January, 1998.

VITECH AMERICA, INC.

By: /s/ WILLIAM C. ST. LAURENT
------------------------------------
WILLIAM C. ST. LAURENT, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GEORGES C. ST. LAURENT, III Chairman of the Board of Directors January 8, 1998
- ----------------------------------- and Chief Executive Officer
Georges C. St. Laurent, III (Principal Executive Officer)

/s/ WILLIAM C. ST. LAURENT President, Chief Operating Officer January 8, 1998
- ----------------------------------- and Director
William C. St. Laurent

/s/ EDWARD A. KELLY Chief Financial Officer January 8, 1998
- ----------------------------------- (Principal Accounting Officer)
Edward A. Kelly

/s/ TOUMA MAKDASSI ELIAS Director January 8, 1998
- ---------------------------------
Touma Makdassi Elias

/s/ JOSEPH K. MEYER Director January 8, 1998
- -----------------------------------
Joseph K. Meyer

/s/ H. R. SHEPHERD Director January 8, 1998
- ------------------------------------
H.R. Shepherd
</TABLE>