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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1997
REGISTRATION NO. 333-5738
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VITA FOOD PRODUCTS, INC.
(Name of Small Business Issuer in its Charter)
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NEVADA 2091 #36-3171548
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
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2222 W. LAKE STREET
CHICAGO, ILLINOIS 60612
(312) 738-4500
(Address and Telephone Number of Principal Executive Offices and Principal Place
of Business)
STEPHEN D. RUBIN, PRESIDENT
VITA FOOD PRODUCTS, INC.
2222 W. LAKE STREET
CHICAGO, ILLINOIS 60612
(312) 738-4500
(Name, Address and Telephone Number of Agent for Service)
Please address a copy of all communications to:
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MICHAEL J. GAMSKY LESLIE J. WEISS
MUCH SHELIST FREED DENENBERG AMENT BELL & RUBENSTEIN, P.C. SUGAR, FRIEDBERG & FELSENTHAL
200 N. LASALLE STREET, SUITE 2100 30 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601 CHICAGO, ILLINOIS 60602
TELEPHONE NO: (312) 346-3100 TELEPHONE NO: (312) 704-9400
FAX NO: (312) 621-1750 FAX NO: (312) 372-7951
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
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 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, 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. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING
REGISTERED REGISTERED PER SECURITY(1) PRICE(1)
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UNITS CONSISTING OF:
Common Stock ($.01 par value)(2)................. 862,500 $7.00 $6,037,500
Redeemable Common Stock Purchase Warrants(3)..... 862,500 $0.10 $86,250
Common Stock, par value $.01 per share, issuable on
exercise of Redeemable Common Stock Purchase
Warrants(5)..................................... 862,500 $11.20 $9,660,000
Representatives' Warrants(4)(6).................. 75,000 (6) $10
Common Stock par value $0.01 per share issuable
upon exercise of Representatives'
Warrants(4)(5).................................. 75,000 $11.55 $866,250
Redeemable Common Stock Purchase Warrants issuable
upon exercise of Representatives' Warrants(4)... 75,000 $0.165 $12,375
Common Stock, par value $0.01 per share, issuable
upon exercise of Redeemable Common Stock Purchase
Warrants issuable upon exercise of
Representatives' Warrants(4)(5)................. 75,000 $11.20 $840,000
Total........................................ $17,502,385
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TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO BE REGISTRATION
REGISTERED FEE(8)
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UNITS CONSISTING OF:
Common Stock ($.01 par value)(2)................. $2,081.89
Redeemable Common Stock Purchase Warrants(3)..... $29.74
Common Stock, par value $.01 per share, issuable on
exercise of Redeemable Common Stock Purchase
Warrants(5)..................................... $3,331.03
Representatives' Warrants(4)(6).................. $0.01
Common Stock par value $0.01 per share issuable
upon exercise of Representatives'
Warrants(4)(5).................................. $298.71
Redeemable Common Stock Purchase Warrants issuable
upon exercise of Representatives' Warrants(4)... $4.27
Common Stock, par value $0.01 per share, issuable
upon exercise of Redeemable Common Stock Purchase
Warrants issuable upon exercise of
Representatives' Warrants(4)(5)................. $289.65
Total........................................ $6,035.30(8)
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(1) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Includes 112,500 shares of Common Stock subject to the Underwriters'
over-allotment option.
(3) Includes 112,500 Warrants subject to the Underwriter's over-allotment
option.
(4) To be issued to Representatives of the Underwriters.
(5) Reserved for issuance upon exercise of the Redeemable Common Stock Purchase
Warrants and Representatives' Warrants.
(6) Representatives' Warrants will be issued for nominal consideration totaling
$10.
(7) Pursuant to Rule 416, this Registration Statement also relates to an
indeterminate number of additional shares as may be issued as a result of
anti-dilution provisions of the Redeemable Common Stock Purchase Warrants
(the "Warrants"), and Representatives' Warrant's and the Warrants underlying
the Representatives' Warrants.
(8) Registration fee of $10,059.71 was previously paid.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS
OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
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PAGE
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Prospectus Summary............................. 3
Risk Factors................................... 8
Use of Proceeds................................ 17
Capitalization................................. 18
Dividend Policy................................ 18
Dilution....................................... 19
Selected Financial Data........................ 20
Management's Discussion and Analysis
of Financial Condition and Results
of Operations................................ 22
Business....................................... 29
Management..................................... 39
Certain Relationships and Related
Transactions................................. 44
Principal Shareholders......................... 46
Description of the Company's Securities........ 47
Shares Eligible for Future Sale................ 49
Underwriting................................... 50
Legal Matters.................................. 52
Experts........................................ 52
Additional Information......................... 53
Financial Statements........................... F-1
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UNTIL FEBRUARY , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
VITA FOOD
PRODUCTS, INC.
750,000 SHARES OF
COMMON STOCK
AND
750,000 REDEEMABLE
COMMON STOCK PURCHASE
WARRANTS
(INITIALLY SHARES OF COMMON STOCK AND WARRANTS MAY ONLY BE PURCHASED TOGETHER ON
THE BASIS OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, BUT WILL TRADE
SEPARATELY IMMEDIATELY AFTER THE OFFERING IS COMPLETED)
(Vita Foods Logo)
PROSPECTUS
NATIONAL SECURITIES CORPORATION
ACCESS FINANCIAL GROUP, INC.
JANUARY , 1997
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation limit the personal liability of
directors to the fullest extend permitted by Nevada law. Nevada law provides
that directors or officers of a corporation will not be personally liable for
damages for breach of their fiduciary duties as directors or officers, except
liability for (i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law or (ii) unlawful payments of dividends. Such
limitation of liability does not apply to liabilities arising under the federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission. In addition, the Company's Articles of
Incorporation provide that the Company shall to the fullest extent permitted by
Nevada law, indemnify any and all persons whom it shall have the power to
indemnify under Nevada law from and against any and all expenses, liabilities or
other matters referred to or covered by Nevada law. This indemnification is in
addition to any other rights of indemnification to which such persons may be
entitled under the Company's by-laws, any agreement or notice of shareholders or
disinterested directors.
The Company's By-laws provide that the Company shall indemnify its
directors, and officers, employees and other agents for certain expenses
(including attorneys' fees), judgments, fines, and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of the Company, arising out of such person's services as a director,
officer, employee or agent of the Company if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best
interests of the Company or any other company or enterprise to which such person
provides services at the request of the Company. The Company's By-laws also
permit it to secure insurance on behalf of any director, officer, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the By-laws would permit indemnification. The
Company does not have any separate indemnification agreements with its directors
or officers.
The description of Nevada law is not intended to be complete. The
description of the Company's Article of Incorporation and its By-laws is not
intended to be complete and is respectively qualified in its entirety by such
Articles and By-laws.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions and the Representatives' non-accountable expense
allowance) expected to be incurred in connection with the offering described in
this Registration Statement. All amounts are estimated except the SEC
Registration Fee and the NASD Fee.
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SEC Registration Fee....................................................... $ 10,059.71
NASD Fee................................................................... 3,417.32
Chicago Stock Exchange Listing Fee......................................... 20,000.00
Printing and Engraving Costs............................................... 50,000.00
Accounting Fees and Expenses............................................... 85,000.00
Legal Fees and Expenses.................................................... 150,000.00
Blue Sky Fees and Expenses................................................. 40,000.00
Transfer Agent and Registrar Fees and Expenses............................. 7,500.00
Miscellaneous.............................................................. 42,498.97
Total.................................................................... $408,476.00
</TABLE>
All of the listed expenses of this offering will be paid by the Company.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Not Applicable.
II-1
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ITEM 27. EXHIBITS.
See Exhibit Index E-1 which is incorporated herein by reference.
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "SECURITIES ACT") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the provisions
described in Item 24, 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 of 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 that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement.
(iii) Include any additional or changed material information on the
plan of dissolution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
The undersigned Registrant hereby undertakes that:
For purposes of determining any liability under the Securities Act,
the Registrant will treat the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant
under Rule 424(b)(1), or (4), or 497(h) under the Securities Act as part of
this registration statement as of the time the Commission declares it
effective.
For purposes of determining any liability under the Securities Act,
the Registrant will treat each post-effective amendment that contains a
form of prospectus as a new registration statement for the securities
offered in this registration statement, and that offering of the securities
at that time as the initial bona fide offering of those securities.
The Registrant will provide to the underwriters at the closing specified in
the underwriting agreement certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.
II-2
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, in the City of Chicago,
State of Illinois, on January 14, 1997.
VITA FOOD PRODUCTS, INC.
By: /s/ STEPHEN D. RUBIN
STEPHEN D. RUBIN
PRESIDENT
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the following
capacities on January 14, 1997.
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SIGNATURES TITLE
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/s/ STEPHEN D. RUBIN Director and President
STEPHEN D. RUBIN (Principal Executive Officer)
/s/ CLARK L. FELDMAN Director, Executive Vice President and Secretary
CLARK L. FELDMAN
/s/ JAY H. DEMBSKY Vice President, Chief Financial Officer
JAY H. DEMBSKY and Treasurer (Principal Financial
and Accounting Officer)
/s/ SAM GORENSTEIN* Director
SAM GORENSTEIN
/s/ NEIL JANSEN* Director
NEIL JANSEN
/s/ MICHAEL HORN* Director
MICHAEL HORN
/s/ JEFFREY C. RUBENSTEIN* Director
JEFFREY C. RUBENSTEIN
* By: /s/ Stephen D. Rubin
STEPHEN D. RUBIN
ATTORNEY-IN-FACT
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II-3 <PAGE>
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT TITLE
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1.1 Form of Underwriting Agreement
2.1 Plan of Merger
3.1 Articles of Incorporation of the Company
3.2 By-laws of the Company
4.1 Form of Common Stock Certificate
4.2 Form of Representatives' Warrant Agreement between the Company and National
Securities Corporation and [Representative], as representative of the several
Underwriters (the "Representatives"), including Form of Representatives'
Warrant
4.3 Form of Warrant Agreement between the Company and American Stock Transfer &
Trust Company and the Representative, including form of Warrant Certificate
5.1 Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.
10.1 Voting Agreement dated as of February 26, 1990 by and between Sam Gorenstein
and J.B.F. Enterprises as first parties, and Stephen D. Rubin, Clark L.
Feldman and V-F Acquisition, Inc., as second parties
10.2 Settlement Agreement and General Release dated as of February 26, 1990
executed by David Gorenstein, Sam Gorenstein and Sid Gorenstein; by officers
and directors of the Company; by Stephen D. Rubin for Herring Haven
Investments, Inc.; by Stephen D. Rubin for V-F Acquisition, Inc.; and by
Herring Haven Investments, Inc. and Stephen D. Rubin for Herring Investments,
Ltd.
10.3 Loan and Security Agreement dated as of March 20, 1995 by and between the
Company and NBD Bank, as amended
10.4 Form of 1996 Employee Stock Option Plan
10.5 Form of 1996 Stock Option Plan for Non-Employee Directors
10.6 Form of 1996 Employee Stock Purchase Plan
10.7 Form of Employment Agreement between the Company and Stephen D. Rubin
10.8 Form of Employment Agreement between the Company and Clark L. Feldman
10.9 Long Term Supply/Purchase Agreement dated as of September 1, 1992 by and
between the Company and Barry's Limited
10.10 Exclusive Distributorship Agreement dated as of December 1, 1994 by and
between the Company and Brookside Products, Ltd.
10.11 Agreement dated as of May 1, 1994 by and between the Company and Local 546,
United Food & Commercial Workers International Union, AFL-CIO
10.12 Agreement dated as of April 1, 1994 by and between the Company and the
International Union of Operating Engineers Local 399, AFL-CIO
10.13 Subordinated Participation Agreement dated as of July 10, 1995 by and between
NBD Bank and Stephen D. Rubin
10.14 Subordinated Participation Agreement dated as of July 10, 1995 by and between
NBD Bank and Clark L. Feldman
10.15 Subordinated Participation Agreement dated as of July 10, 1995 by and between
NBD Bank and Jeffrey Rubenstein
</TABLE>
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EXHIBIT
NUMBER EXHIBIT TITLE
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10.16 Subordinated Participation Agreement dated as of July 10, 1995 by and between
NBD Bank and Edward Levine
10.17 Subordinated Participation Agreement dated as of July 10, 1995 by and between
NBD Bank and James M. Rubin
10.18 Subordination Agreement and Assignment dated as of March 20, 1995 by and
between the Company and Stephen D. Rubin and delivered to NBD Bank.
10.19 Subordination Agreement and Assignment dated as of March 20, 1995 by and
between the Company and Clark L. Feldman and delivered to NBD Bank.
10.20 Subordination Agreement and Assignment dated as of March 20, 1995 by and
between the Company and Jeffrey Rubenstein and delivered to NBD Bank.
10.21 Subordination Agreement and Assignment dated as of March 20, 1995 by and
between the Company and Sam Gorenstein and delivered to NBD Bank
10.22 Subordination Agreement and Assignment dated as of March 20, 1995 by and
between the Company and David Gorenstein and delivered to NBD Bank.
10.23 Subordination Agreement and Assignment dated as of March 20, 1995 by and
between the Company and Edward Levine and delivered to NBD Bank
10.24 Requirements Manufacturing and Co-Packing Agreement dated as of August 30,
1996 by and between the Company and Cedar's Mediterranean Foods, Inc.
10.25 401(k) Profit Sharing Plan and Trust
10.26 Gorenstein Agreement dated September 20, 1996 by and among the Company,
Stephen D. Rubin, Clark L. Feldman, Sam Gorenstein, David Gorenstein and
J.B.F. Enterprises
10.27 Commitment Letter dated November 8, 1996 from American National Bank and Trust
Company of Chicago agreeing to extend the maturity date of the Company's Bank
Credit Facilities until April 30, 1998
23.1 Consent of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.
(included as part of Exhibit 5.1)
*23.2 Consent of BDO Seidman, LLP
24.1 Power of Attorney (included on page II-3 of the Registration Statement on Form
SB-2)
99.1 Consent of Steven A. Rothstein to serve as a director of Vita Food Products,
Inc.
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* Filed herewith, exhibits not marked with an asterisk were filed as part of the
Form SB-2 Registration Statement, as amended (File No. 333-5738), filed with
the Securities and Exchange Commission on September 23, 1996.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
VITA FOOD PRODUCTS, INC.
Chicago, Illinois
We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated July 25, 1996, except for Note 9 as
to which the date is September 20, 1996 and Note 3(a) as to which the date is
November 8, 1996, relating to the financial statements of Vita Food Products,
Inc., which is contained in that Prospectus.
We also consent to the reference to us under the caption "Experts" and
"Selected Financial Data" in the Prospectus.
BDO SEIDMAN, LLP
Chicago, Illinois
January 14, 1997
