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As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
VITA FOOD PRODUCTS, INC.
(Name of Registrant as Specified in its Charter)
NEVADA 36-3171548
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2222 WEST LAKE STREET
CHICAGO, ILLINOIS 60612
(312) 738-4500
(Address of Principal Executive Offices)
VITA FOOD PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 STOCK OPTION PLAN
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
STEPHEN D. RUBIN
PRESIDENT
VITA FOOD PRODUCTS, INC.
2222 WEST 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:
STEVEN SCHWARTZ
MUCH SHELIST FREED DENENBERG AMENT BELL & RUBENSTEIN, P.C.
200 N. LASALLE STREET, SUITE 2100
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 346-3100
FAX: (312) 621-1750
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par
value $.01 per
share) to be issued
and delivered
pursuant to the
1996 Employee Stock
Purchase Plan....... 150,000 $1.94 $291,000 $85.85
- ------------------------------------------------------------------------------------------
Common Stock (par
value $.01 per
share) to be issued
upon exercise of
options granted or
to be granted under
the 1996 Stock
Option Plan......... 325,000 $1.94 $630,500 $186.00
- ------------------------------------------------------------------------------------------
Common Stock (par
value $.01 per
share) to be issued
upon exercise of
options granted or
to be granted under
the 1996
Non-Employee
Director Stock
Option Plan......... 75,000 $1.94 $145,500 $42.92
- ------------------------------------------------------------------------------------------
Total....... 550,000 $1.94 $1,067,000 $314.77
==========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low sale
prices as reported by the American Stock Exchange on May 4, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2. The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference, except as superseded or modified herein:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997 (File No. 1-12599).
(b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1997, June 30, 1997 and September 30, 1997 (File
No. 1-12599).
(c) The description of the common stock set forth in the Company's
Registration Statement on Form 8-A (File No. 1-12599) filed with the
Commission on May 6, 1997, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Much Shelist
Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois, which serves
as the Company's general counsel. Jeffrey C. Rubenstein, a principal of Much
Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., as of April 1, 1998, is
the beneficial holder of 96,239 shares of the Company's Common Stock, the fair
market value of which exceeds $50,000 and is also a director of the company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation limit the personal liability of
directors to the fullest extent 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
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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
vote 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits filed herewith pursuant to this Item 8 are listed in the
Exhibit Index at page E-1.
ITEM 9. UNDERTAKINGS
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or in the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) 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;
Provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by registrant
pursuant to Section 13 of Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement.
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(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(B) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 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.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to 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 S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois, on May 8, 1998.
VITA FOOD PRODUCTS, INC.
By: /s/ Stephen D. Rubin
----------------------------
Stephen D. Rubin
President
and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on May 8, 1998.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen D. Rubin and Jay H. Dembsky and
each of them, his attorney-in-fact, each with the power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE
---------- -----
//Stephen D. Rubin// Director and President
- ------------------------------ (Principal Executive Officer)
Stephen D. Rubin
//Clark L. Feldman// Director, Executive Vice President and
- ------------------------------ Secretary
Clark L. Feldman
//Jay H. Dembsky// Vice President, Chief Financial Officer
- ------------------------------ and Treasurer
Jay H. Dembsky (Principal Financial and Accounting Officer)
//Sam Gorenstein// Director
- ------------------------------
Sam Gorenstein
//Neal Jansen// Director
- ------------------------------
Neal Jansen
[signatures continued next page]
S-1
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//Michael Horn// Director
- ------------------------------
Michael Horn
//Steven A. Rothstein// Director
- ------------------------------
Steven A. Rothstein
//Jeffrey C. Rubenstein// Director
- ------------------------------
Jeffrey C. Rubenstein
S-2
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LIST OF EXHIBITS
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<CAPTION>
Exhibit
Number Exhibit Title
- ------ -------------
<S> <C>
4.1 Specimen Common Stock Certificate.
4.2 1996 Employee Stock Purchase Plan.
4.3 1996 Stock Option Plan.
4.4 1996 Stock Option Plan For Non-Employee Directors.
*5.1 Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. regarding legality.
*23.1 Consent of BDO Seidman, LLP.
*23.2 Consent of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. (included as part
of Exhibit 5.1).
24.1 Power of Attorney (included on page S-1 of this Registration Statement).
</TABLE>
____________________________
* Filed herewith. Exhibits not marked with an asterisk are incorporated herein
by reference to exhibits filed as part of the Form SB-2 Registration Statement
(File No. 333-5738).
E-1
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Exhibit 5.1
[Letterhead of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.]
May 8, 1998
Vita Food Products, Inc.
2222 West Lake Street
Chicago, Illinois 60612
Re: Vita Food Products, Inc.
Form S-8 Registration Statement
-------------------------------
Ladies and Gentlemen:
We have acted as counsel to Vita Food Products, Inc., a Nevada corporation
(the "Company"), and have reviewed the Company's Registration Statement on Form
S-8 covering 150,000 shares of the Company's common stock, $.01 par value (the
"Common Stock"), to be issued and delivered by the Company pursuant to the
Company's 1996 Employee Stock Purchase Plan (the "Purchase Plan") (the
"Purchase Plan Shares"), 325,000 shares of Common Stock issuable pursuant to
stock options granted or to be granted pursuant to the Company's 1996 Stock
Option Plan (the "Employee Plan") (the "Employee Shares") and 75,000 shares of
Common Stock issuable pursuant to options granted or to be granted pursuant to
the Company's 1996 Non-Employee Director Stock Option Plan (the "Non-Employee
Director Plan") (the "Non-Employee Director Shares").
With respect to the foregoing, we have examined such documents and
questions of law as we have deemed necessary to render the opinions expressed
herein. Based upon the foregoing, we are of the opinion that the Purchase Plan
Shares, when issued and sold in accordance with the terms of the Purchase Plan,
will be duly authorized, validly issued, fully paid and nonassessable. It is
also our opinion that the Employee Shares issuable under the Employee Plan,
when issued upon exercise of and in accordance with the terms of stock options
outstanding or to be granted under the Employee Plan, will be validly issued,
fully paid and non-assessable and that the Non-Employee Director Shares
issuable under the Non-Employee Director Plan, when issued upon exercise of and
in accordance with the terms of stock options outstanding or to be granted
under the Non-Employee Director Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement.
Respectfully submitted,
/s/ MUCH SHELIST FREED DENENBERG AMENT BELL
& RUBENSTEIN, P.C.
-------------------------------------------
Much Shelist Freed Denenberg Ament Bell &
Rubenstein, P.C.
<PAGE> 1
Exhibit 23.1
Consent of Independent Certified Public Accountants
Vita Food Products, Inc.
Chicago, Illinois
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated February 28, 1998, relating to the financial
statements of Vita Food Products, Inc., appearing in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1997.
/s/ BDO Seidman, LLP
-------------------------
BDO Seidman, LLP
Chicago, Illinois
May 8, 1998
