VITECH AMERICA INC, S-3, 1998-03-10

VITECH AMERICA INC
S-3, 1998-03-10
ELECTRONIC COMPUTERS

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As Filed with the Securities and Exchange Commission on March 10, 1998.

Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(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)

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

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. [ ]
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CALCULATION OF REGISTRATION FEE

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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
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Common Stock, no par
value per share 133,146 $17.4375 $2,321,733.38 $685.00
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TOTAL 133,146 $17.4375 $2,321,733.38 $685.00
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(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
March 9, 1998.

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.

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PROSPECTUS

SUBJECT TO COMPLETION, DATED MARCH 10, 1998

133,146 SHARES

VITECH AMERICA, INC.

COMMON STOCK

This Prospectus (the "Prospectus") relates to the offer and sale of up
to 133,146 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 133,146 shares of Common Stock offered hereby (the
"Shares"), (i) 91,188 Shares were issued to certain Selling Security Holders
upon the closing of a Buy-Sell Contract dated as of November 17, 1997 by and
between the Company and Tech Shop Holdings USA, Inc.; and (ii) 41,958 Shares
were issued to certain Selling Security Holders upon the closing of a Buy-Sell
Contract dated November 18, 1997 by and between the Company and Recife Holdings
USA, Inc.

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.

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THE SHARES 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.

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THE DATE OF THIS PROSPECTUS IS _____________, 1998

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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 the
Shares for the account of the Selling Security Holders.

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
$13,000, 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.

TABLE OF CONTENTS
PAGE
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AVAILABLE INFORMATION........................................................................................... 2

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

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

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

RECENT DEVELOPMENTS............................................................................................. 13

SELLING SECURITY HOLDERS........................................................................................ 14

PLAN OF DISTRIBUTION............................................................................................ 14

DESCRIPTION OF SECURITIES....................................................................................... 15

LEGAL MATTERS................................................................................................... 16

EXPERTS ....................................................................................................... 16

INDEMNIFICATION................................................................................................. 16

INFORMATION NOT REQUIRED IN PROSPECTUS.......................................................................... 18
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The Common Stock of the Company is traded on the Nasdaq National Market
Tier of the Nasdaq Stock Market under the symbol: VTCH. On March 9, 1998,
the last sale price of the Common Stock, as reported by the Nasdaq National
Market, was $17.50 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. The Company has informed the
Selling Security Holders 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 Holders with a copy of these
rules. The Company has also informed the Selling Security

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Holders 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 November 17, 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

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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 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.

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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. Accordingly, the loss of one of these customers could have a
material adverse effect on the Company. However, on November 17, 1997, the
Company acquired 100% of the capital stock of Tech Shop Holdings USA, Inc.
("Tech Shop"), a Nevada corporation which owns 51% of the capital stock of Tech
Shop Ltda. In addition, on November 18, 1997 the Company acquired 61.616% of the
capital stock of Recife Holdings USA, Inc. ("Retech"), a Nevada corporation
which owns 99% of the capital stock of Rectech--Recife Technologies Ltda. 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 INTO THE COMPANY'S OPERATIONS

On July 10, 1997, November 17 and November 18, 1997, the Company
completed the acquisitions of Microtec Sistemas Industria e Comercio S.A.
("Microtec"), Tech Sshop Holdings USA, Inc. and Recife Holdings USA, Inc.,
respectively. Additionally, the Company's business strategy includes other
potential acquisitions as they are targeted and consummated. Acquisitions,
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

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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

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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 72% 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.

RECENT DEVELOPMENTS

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.

On November 17, 1997, the Company entered into an agreement with Tech
Shop, whereby the Company acquired 100% of the capital stock of Tech Shop. Tech
Shop is a holding company whose sole purpose is to be the owner of 51% of the
capital stock of Tech Shop Ltda. and Tech Stock Ltda. The remaining 49% is owned
by Mr. Randolpho Abreu Pereira da Silva, the Founder of Tech Shop Ltda. and Tech
Stock Ltda. Both Tech Shop Ltda. and Tech Stock Ltda. are located in Belo
Horizonte, Brazil and are companies incorporated under the laws of Brazil. Their
operations include regional distribution and sales in the corporate and retail
markets in Brazil. In accordance with the agreement, the Company paid total
consideration of $6,003,954 in the form of 91,188 shares of Vitech America, Inc.
common stock and $4,409,620 in cash. The number of shares issued as
consideration was based on a per share value of $17.875 which was the closing
price of the Company's common stock on Friday, November 14, 1997. The Company
has a right of first refusal to purchase the common shares at a purchase price
of $17.875 per share except for 35,363 shares which shall remain in escrow until
November 17, 1998. The Company is required to register the shares on a Form S-3.
The shares of common stock are subject to certain restriction on sale as defined
in the Buy-Sell Contract by and between the Company and Tech Shop. The
consideration paid was derived through negotiations between the Company and the
owner of Tech Shop.

On November 18, 1997, the Company entered into an agreement with
Retech, whereby the Company acquired 61.616% of the capital stock of Rectech.
The remaining 38.34% is owned by Mr. Robson Medina Catao, the Founder of Retech
- - Recife Tecnologia Ltda. Rectech is a holding company whose sole purpose is to
be the owner of 99% of the capital stock Rectech - Recife Tecnologia Ltda.
Rectech - Recife Tecnologia Ltda. is located in Recife, Brazil and is
incorporated under the laws of Brazil. Their operation include regional sales in
the corporate and retail markets in Brazil. In accordance with the agreement,
the Company paid total consideration of $2,750,000 in the form of 41,958 shares
of Vitech America, Inc. common stock and $2,000,000 in cash. The number of
shares issued as consideration was based on a per share value of $17.875 which
was the closing price of the Company's common stock on Friday, November 14,
1997. The Company has a right of first refusal to purchase the common shares at
the market price of the common stock on the date of any

<PAGE>

proposed sale. The Company is required to register the shares on a Form S-3. The
shares of common stock are subject to certain restriction on sale as defined in
the Buy-Sell Contract by and between the Company and Rectech. The consideration
paid was derived through negotiations between the Company and the owner of
Rectech.

SELLING SECURITY HOLDERS

STOCK OWNERSHIP

The following table sets forth the name of the Selling Security Holder,
the amount of shares of Stock owned by the Selling Security Holder at the date
thereof, the amount of shares of Common Stock being offered by the Selling
Security Holder and the amount to be owned by the Selling Security Holder
following the sale of such shares of Common Stock.
<TABLE>
<CAPTION>

NAME OF SELLING NUMBER OF SHARES TO SHARES TO BE OWNED
SECURITY HOLDER SHARES OWNED(1) BE OFFERED AFTER OFFERING
- --------------- --------------- ---------- --------------
<S> <C> <C> <C>

Randolpho Abrev Pereira de Silva 91,188 91,188 -0-
Robson Meding Catao 41,958 41,958 -0-
</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 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;
and (d) face-to-face or other direct transactions between the Selling Security
Holders and purchasers without a broker-dealer or other intermediary. 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.

<PAGE>

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 February 25, 1998, there were outstanding
11,054,460 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, 11,054,460
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.

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.

<PAGE>

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 auditors, 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.

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

<PAGE>

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 $ 685
Cost of Printing 1,000*
Legal Fees and Expenses 5,000*
Accounting Fees and Expenses 5,000*
Blue Sky Fees and Expenses 500*
Miscellaneous 815*
-------

Total $13,000*

*Estimated

Item 15. Indemnification of Directors and Officers.

<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)

(2.3) Buy-Sell contract between Vitech America, Inc. and
Tech Shop Holdings USA, Inc. dated November 17,
1997.(5)

(2.4) Buy-Sell contract between Vitech America, Inc. and
Recife Holdings USA, Inc. dated November 18,
1997.(5)

(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)

(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.
(5) Incorporated by reference to the Company's Current Report on Form 8-K
dated November 17, 1997.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, 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.

The undersigned registrant hereby undertakes:

(a) The undersigned Company hereby undertakes:

<PAGE>

(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
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 10th
day of March, 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 March 10, 1998
- ----------------------------------- and Chief Executive Officer
Georges C. St. Laurent, III (Principal Executive Officer)

/s/ William C. St. Laurent President, Chief Operating Officer March 10, 1998
- ----------------------------------- and Director
William C. St. Laurent

/s/ Edward A. Kelly Chief Financial Officer March 10, 1998
- ----------------------------------- (Principal Accounting and Financial Officer)
Edward A. Kelly

/s/ Touma Makdassi Elias Director March 10, 1998
- ---------------------------------
Touma Makdassi Elias

/s/ Joseph K. Meyer Director March 10, 1998
- -----------------------------------
Joseph K. Meyer

/s/ H. R. Shepherd Director March 10, 1998
- ------------------------------------
H.R. Shepherd
</TABLE>

<PAGE>

EXHIBIT INDEX

EXHIBIT DESCRIPTION
- ------- -----------

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

(23.1) Consent of Pannell Kerr Forster PC.

(23.2) Consent of Deloitte & Touche Tohmatsu

EXHIBIT 5.1

ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
Direct Line: (954) 766-7858

March 10, 1998

Vitech America, Inc.
8807 Northeast 23rd Street
Miami, Florida 33172

RE: REGISTRATION STATEMENT ON FORM S-3; VITECH AMERICA, INC. (THE
"COMPANY"), 133,146 SHARES OF COMMON STOCK

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to the registration by the
Company of 133,146 shares of Common Stock, no par value per share (the "Common
Stock") to be sold by the Selling Security Holders designated in the
Registration Statement. The shares of Common Stock to be sold consist of (i) up
to 91,188 shares of Common Stock issued to certain Selling Security Holders upon
the closing of a Buy-Sell Contract dated as of November 17, 1997 by and between
the Company and Tech Shop Holdings USA, Inc.; and (ii) 41,958 shares of Common
Stock issued to certain Selling Security Holders upon the closing of a Buy-Sell
Contract dated November 18, 1997 by and between the Company and Recife Holdings
USA, Inc.

In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Certificate of Incorporation (as Amended), By-Laws, Buy-Sell Contracts,
instruments pertaining to the issuance of the shares of Common Stock, and
related exhibits and corporate minutes provided to us by the Company. In all
such examinations, we have assumed the genuineness of all signatures on original
documents, and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or included therein by the
Company, and we express no opinion thereon.

Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock, is validly issued, fully paid and non-assessable.

<PAGE>

Vitech America, Inc.
March 10, 1998
Page 2

We hereby consent to the use of this opinion in the Registration
Statement on Form S-3 to be filed with the Commission. Members of Atlas,
Pearlman, Trop & Borkson, P.A. own 26,500 Shares of the Company's Common Stock.

Very truly yours,

ATLAS, PEARLMAN, TROP & BORKSON, P.A.

/s/ Atlas, Pearlman, Trop & Borkson, P.A.
-----------------------------------------

EXIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 12, 1997 appearing in the
Form 10-K annual report of Vitech America, Inc. for the year ended December 31,
1996, and the reference to our firm under the caption "Experts" in the
Registration Statement.

PANNELL KERR FORSTER PC
/s/ Pannell Ken Forster PC

New York, New York
March 10, 1998

Deloitte Touche Tohmatsu

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
VITECH AMERICA, INC. on Form S-3 of our report dated March 14, 1997 (relating to
the financial statements of Microtec Sistemas Industria e Comercio S.A.)
appearing in the current report on Form 8-K, as amended by Form 8-K/A of VITECH
AMERICA, INC.

We also consent to the reference to us under the heading "Experts" in such
prospectus which is part of this Registration Statement.

/s/ Deloitte touche Tohmatsu
March 6, 1998