<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4 TO
FORM SB-2
------------------------
SILVER STAR FOODS, INC.
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
NEW YORK 0638 11-3265942
(State or other Jurisdiction of (Primary Standard Industrial I.R.S. Employer
Incorporation or Organization) Classification Code No. Identification Number)
</TABLE>
1000 South Avenue
Staten Island, New York 10314
Telephone: (718) 763-3000
Facsimile: (718) 763-6004
(Address and Telephone Number of Principal
Executive Offices and Principal Place Of Business)
MICHAEL TROTTA
CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
(Name, Address and Telephone Number of Agent for Service)
1000 South Avenue
Staten Island, New York 10314
Telephone: (718) 763-3000
Facsimile: (718) 763-6004
------------------------------
COPIES TO:
<TABLE>
<S> <C>
Richard I. Anslow, Esq. Jay M. Kaplowitz, Esq.
Richard I. Anslow & Associates Gersten, Savage & Kaplowitz, LLP
Freehold Office Plaza 101 East 52nd Street
4255 Route 9, Suite D New York, New York 10022
Freehold, New Jersey 07728 Telephone: (212) 752-9700
Telephone: (732) 409-1212 Facsimile: (212) 980-5192
Facsimile: (732) 577-1188
</TABLE>
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities of Act, check the following box
and list the Securities Act registration statement number 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
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS MAXIMUM OFFERING AGGREGATE
OF SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING
REGISTERED REGISTERED SECURITY (1) PRICE
<S> <C> <C> <C>
Units 862,500 $6.00 $5,175,000
units(2)(3)
Common Stock $.0001 par value................... 862,500 shares (4) (4)
Common Stock Purchase Warrants.................. 1,725,000 warrants (4) (4)
Common Stock $.0001 par value................... 1,725,000 shares(5)(8) $6.00 $10,350,000
Underwriter's Warrants.......................... 75,000 warrants(6) $.0001 $7.50
Units........................................... 75,000 units $9.90 $742,500
Common Stock $.0001 par value................... 75,000 shares (7) (7)
Common Stock Purchase Warrants.................. 150,000 warrants (7) (7)
Common Stock $.0001 par value................... 150,000 shares(5)(8) $6.00 $900,000
Units........................................... 20,000 units(2)(9) $6.00 $120,000
Common Stock $.0001 par value................... 20,000 shares (10) (10)
Common Stock Purchase Warrants.................. 40,000 warrants (10) (10)
Common Stock $.0001 par value................... 40,000 shares(5)(8) $6.00 $240,000
Total........................................... $17,527,507.50
<CAPTION>
AMOUNT
TITLE OF EACH CLASS OF
OF SECURITIES TO BE REGISTRATION
REGISTERED FEE
<S> <C>
Common Stock $.0001 par value................... --
Common Stock Purchase Warrants.................. --
Common Stock $.0001 par value................... $2,877.30
Underwriter's Warrants.......................... $.01
Units........................................... $206.42
Common Stock $.0001 par value................... --
Common Stock Purchase Warrants.................. --
Common Stock $.0001 par value................... $250.20
Units........................................... $33.38
Common Stock $.0001 par value................... --
Common Stock Purchase Warrants.................. --
Common Stock $.0001 par value................... 66.72
Total........................................... $4,839.30(11)
<CAPTION>
Units $1,438.65
</TABLE>
(1) Estimated solely for purposes of computation of the registration fee
pursuant to Rule 457.
(2) Each Unit offered hereby consists of one share of Common Stock and two
Common Stock Purchase Warrants.
(3) Includes 112,500 Units subject to an over-allotment option granted to the
Underwriter.
(4) Pursuant to Rule 457(i), no additional registration fee is required for
these shares and warrants being registered as part of the Units offered
hereby, since no additional consideration is being paid for them.
(5) Issuable upon exercise of the Common Stock Purchase Warrants included in the
Units.
(6) Underwriter's Warrants to be issued to the Underwriter consists of warrants
to purchase 75,000 Units.
(7) Pursuant to Rule 457(i), no additional registration fee is required for
these shares and warrants being registered as part of the 75,000 Units
included in the Underwriter's Warrants, since no additional consideration is
being paid for them.
(8) Pursuant to Rule 416, there are also being registered such additional
securities as may become issuable pursuant to the anti-dilution provisions
of the Warrants.
(9) Represents shares owned by a security holder of the Company which are being
registered hereby but are not part of the Underwritten offering.
(10) Pursuant to Rule 457(i), no additional registration fee is required for
these shares and warrants being registered as part of the 20,000 units
included in the selling security holder units, since no additional
consideration is being paid for them.
(11) All of which has previously been paid.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH A 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 COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The New York Business Corporation Law, in general, allows corporations to
indemnify their directors and officers against expenses (including attorneys'
fees), judgments, fines and settlement amounts actually and reasonably incurred
by such person in connection with suits or proceedings, if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation. In the case of a criminal
action, the director or officer must have had no reasonable cause to believe
that person's conduct was unlawful. Under current law, no indemnification may be
made if in connection with a proceeding or in the right of the corporation in
which the director or officer was adjudged to be liable to the corporation or
that person derived an improper personal benefit.
The Company's Certificate of Incorporation and By-Laws provide that the
Company shall indemnify its directors and officers to the fullest extent
permitted by New York Law. The Company will enter into an indemnification
agreement with each of its directors and officers.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be borne by the
Company (also referred to herein as the Registrant) in connection with the
issuance and distribution of the Securities pursuant to the Offering (other than
underwriting discounts and commissions).
<TABLE>
<S> <C>
SEC registration fee......................................................... $ 2,000.00
NASD filing fee.............................................................. $ 1,500.00
Legal fees and expenses...................................................... $100,000.00
Accounting fees.............................................................. $ 90,000.00
Blue Sky fees and expenses................................................... $ 35,000.00
Printing and engraving expenses.............................................. $ 60,000.00
Miscellaneous................................................................ $ 11,500.00
-----------
Total fees and expenses.................................................. $300,000.00
</TABLE>
* To be completed by amendment.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following paragraphs set forth certain information with respect to all
securities sold by the Company within the past three years without registration
under the Securities Act of 1933, as amended (the "Securities Act"). The
information includes the names of the purchasers, the date of issuance, the
title and number of securities sold and the consideration received by the
Company for the issuance of these shares.
The following securities were issued by the Company without registration
under the Securities Act by reason of the exemption from registration afforded
by the provisions of Section 4(2) thereof, as transactions by an issuer not
involving a public offering:
<TABLE>
<CAPTION>
TITLE AND
NAME OF NUMBER OF
PURCHASER DATE OF ISSUANCE SECURITIES SOLD CONSIDERATION
<S> <C> <C> <C>
K & V Investments July 23, 1997 Common Stock $200,000
800,000 Shares
Daniel Kodsi July 23, 1997 Common Stock $200,000
800,000 Shares
</TABLE>
II-1
<PAGE>
In April 1998 and May, 1998, respectively, the Company repurchased such
shares and agreed to repay such investors a total of $400,000 within six (6)
months of the date of each repurchase. Such $400,000 amount has been paid from
the proceeds of the bridge financing. The Common Shares repurchased were
designated as treasury stock and retired after the repurchase. The transaction
for such repurchases were undertaken directly between the Company and the
investors.
In September 1998, the Company completed a private placement of 28 units,
with each unit consisting of a $25,000 Promissory Note, 2,000 shares of Common
Stock and 2,000 Redeemable Common Stock Purchase Warrants. Therefore, an
additional 56,000 shares of Common Stock and 56,000 Redeemable Common Stock
Purchase Warrants were issued. A list of investors in the private placement is
set forth below. The Company believes that the Common Stock and Warrants were
issued in a transaction not involving a public offering in reliance upon an
exemption from registration provided by Section 4 (2) of the Securities Act of
1933, as amended, and Rule 505 of Regulation D promulgated thereunder. Royal
Hutton Securities Corp. acted as placement agent in connection with this private
placement and received $84,000 in commissions and non-accountable expenses.
All investors in the private placement are accredited investors. Daniel
Kodsi is an accredited investor. Charles Koegan, the principal of K&V
Investments is a sophisticated purchaser.
<TABLE>
<CAPTION>
DATE
OF COMMON WARRANTS
INVESTOR ISSUANCE STOCK SOLD SOLD CONSIDERATION(1)
- ------------------------------------------------------------- --------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
Richard E. Dwelle............................................ 07/10/98 2,000 2,000 $ 25,000
Thomas P. Hanrahan........................................... 07/10/98 1,000 1,000 $ 12,500
William C. Taylor............................................ 07/15/98 2,000 2,000 $ 25,000
John K. & Sue A. Korpalski (JTROS)........................... 07/20/98 2,000 2,000 $ 25,000
Frank J. Buzolits Trust Dated 08/25/92....................... 08/20/98 2,000 2,000 $ 25,000
Ralph L. Cotton (Denver Orthopedic Specialists 401K)......... 07/15/98 8,000 8,000 $ 100,000
Mary Ellen & Gary Rassel (JTROS)............................. 08/24/98 2,000 2,000 $ 25,000
Curtis L. Smith & Janice A. Smith (JTROS).................... 07/15/98 2,000 2,000 $ 25,000
Lynn J. Bourdon.............................................. 08/10/98 2,000 2,000 $ 25,000
James F. Reiderer............................................ 07/29/98 2,000 2,000 $ 25,000
Dean Briggs.................................................. 08/11/98 2,000 2,000 $ 25,000
Dennis G. Shoff Profit Sharing Plan.......................... 07/27/98 2,000 2,000 $ 25,000
Jack R. Eaton................................................ 07/30/98 2,000 2,000 $ 25,000
F. Evernden.................................................. 08/03/98 8,000 8,000 $ 100,000
Larry E. Morris.............................................. 08/17/98 4,000 4,000 $ 50,000
Walnut Veal Ranch............................................ 08/19/98 1,000 1,000 $ 12,500
Bradley A. & Margaret Lewis (JTROS).......................... 08/19/98 2,000 2,000 $ 25,000
Felicity A. Nellen........................................... 08/05/98 6,000 6,000 $ 75,000
Lou Mauro.................................................... 08/20/98 2,000 2,000 $ 25,000
Steven Lydon................................................. 08/20/98 2,000 2,000 $ 25,000
</TABLE>
(1) Represents the amount of the non-interest bearing promissory note issued to
the Investor.
In November 1998 the Company issued 20,000 shares of its Common Stock to
Richard I. Anslow, Counsel to the Company, in exchange for legal services
rendered. No underwriter was involved in the above transaction. The Company
believes that the Securities were issued in a transaction not involving a public
offering in reliance upon an exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended.
In March, 1999, the Company issued 40,000 Common Stock purchase warrants to
Richard I. Anslow, Counsel to the Company, in exchange for legal services
rendered. No underwriter was involved in the above transaction. The Company
believes that the Securities were issued in a transaction not involving a
II-2
<PAGE>
public offering in reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.
ITEM 28. UNDERTAKINGS
1. The Registrant will, 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) Include any additional or changed material information on the plan
of distribution.
2. The Registrant will, 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. The Registrant will file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
4. The Registrant will provide to the Underwriter at the closing
certificates in such denominations and registered in such names as required by
the Underwriter to permit prompt delivery to each purchaser.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
6. For purposes of determining any liability under the Act, 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 Act shall be deemed
to be part of this registration statement as of the time the Commission declared
it effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Act of 1933, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
of filing on Form SB-2 and has duly caused this Amendment No. 4 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 31st day of March,
1999.
SILVER STAR FOODS, INC.
By: /s/ MICHAEL TROTTA
-----------------------------------------
Michael Trotta,
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND SECRETARY
POWER OF ATTORNEY
Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
We, the undersigned officers and directors of SILVER STAR FOODS, INC. hereby
severally constitute and appoint Michael Trotta, our true and lawful
attorney-in-fact and agent with full power of substitution for us in our stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and all documents relating
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent in full power and authority to do and perform
each and every act and thing necessary or advisable 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 said attorney-in-fact and agent
or his substitute or substitutes, any lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board of
Directors, Chief
/s/ MICHAEL TROTTA Executive Officer,
- ------------------------------ President, Chief March 31, 1999
Michael Trotta Financial Officer,
Principal Accounting
Officer and Secretary
/s/ VINCENT TROTTA Director
- ------------------------------ March 31, 1999
Vincent Trotta
/s/ BARRY SHERMAN Director
- ------------------------------ March 31, 1999
Barry Sherman
/s/ DENNIS LORE Director
- ------------------------------ March 31, 1999
Dennis Lore
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
1.1 Underwriters Agreement***
3.1 Certificate of Incorporation and Certificates of Amendments of the Certificate of
Incorporation*
3.2 By-Laws of the Company*
4.1 Form of Common Stock Certificate***
4.2 Warrant for Purchase of Common Stock of Silver Star Foods, Inc.***
4.3 Form of Public Warrant Agreement between Silver Star Foods, Inc. and American Stock
Transfer & Trust Company***
4.4 Form of Unit Certificate******
5. Opinion of Richard I. Anslow, Esq. of Richard I. Anslow & Associates*****
10.1 Employment Agreement--Michael Trotta**
10.3 Agreement between Silver Star Foods, Inc. and Mount Rose Ravioli and Mac Co., Inc.****
10.4 Manufacturers Agreement between the Company and Savignano Foods Corporation*
10.5 Repurchase Agreement between the Company and K&V Investments**
10.6 Financial Advisory and Investment Banking Agreement***
10.7 Broker Contract with Douglas Food Brokers, Inc.***
10.8 Form of Promissory Note issued in the Company's September 1998 Private Placement***
23.1 Independent Auditors Consent****
23.2 Consent of Richard I. Anslow & Associates (contained in Exhibit 5)
27 Financial Data Schedule
</TABLE>
- ------------------------
* Filed with initial filing of Form SB-2 on December 16, 1997
** Filed with Amendment Number 1 dated September 25, 1998
*** Filed with Amendment Number 2 dated December 17, 1998
**** Filed with Amendment Number 3 dated March 15, 1999
***** Filed with Amendment Number 4 dated March 31, 1999
****** To be Filed by Amendment.
<PAGE>
EXHIBIT 5
RICHARD I. ANSLOW & ASSOCIATES
4255 ROUTE 9 SUITE D
FREEHOLD, NEW JERSEY 07728
March 31, 1999
Silver Star Foods, Inc.
1000 South Avenue
Staten Island, New York 10314
Gentlemen:
You have requested our opinion, as counsel for Silver Star Foods, Inc., a
New York corporation (the "Company"), in connection with the registration
statement on Form SB-2 (the "Registration Statement"), under the Securities Act
of 1933 (the "Act"), being filed by the Company with the Securities and Exchange
Commission.
The Registration Statement relates to an offering of 750,000 units, each
unit consisting of one share of common stock and two common stock purchase
warrants.
We have examined such records and documents and made such examination of law
as we have deemed relevant in connection with this opinion. It is our opinion
that based on the effectiveness of the Registration Statement, the Units, Common
Stock and Warrants, when issued, delivered, and paid for, will be fully paid
validly issued and non-assessable.
No opinion is expressed herein as to any laws other than the State of New
York of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
RICHARD I. ANSLOW & ASSOCIATES
By: /s/ Richard I. Anslow
Richard I. Anslow
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in Amendment No. 4 of the Registration Statement
of Silver Star Foods, Inc. on Form SB-2 of our report dated July 29, 1998,
except for Notes 10 and 11 as to which the dates are August 31, 1998, November
30, 1998 and March 12, 1999, respectively, on our audits of Silver Star Foods,
Inc. as at March 31, 1998 and 1997 and for the years then ended. We also consent
to the reference to our firm under the caption "Experts".
/s/ WEINICK SANDERS LEVENTHAL & CO. LLP
New York, N.Y.
March 31, 1999
