REGISTRATION NO. 333-52539
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 2833 95-3267801
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
987 N. Enterprise Street
Orange, California 92867
(714) 633-2320
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
DONALD J. LEWIS
GLOBAL HEALTH SCIENCES, INC.
987 N. ENTERPRISE ST.
ORANGE, CALIFORNIA 92867
(714) 633-2320
(Name, address, including zip code and telephone number,
including area code, of agent for service)
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
With a copy to:
MICHAEL E. LUBOWITZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box: [ ]
If this form is filed to register additional securities for offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration 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, please check the following box and list the
Securities Act check the following box and list the Securities Act registration
statement number of the earlier registration statement for the same
offering: [ ]
NYFS07...:\55\39955\0001\2011\AMD8248R.250
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ADDITIONAL REGISTRANTS
STATE OR OTHER PRIMARY ADDRESS, INCLUDING
JURISDICTION OF STANDARD ZIP CODE AND
INCORPORATION INDUSTRIAL I.R.S. EMPLOYER TELEPHONE NUMBER,
EXACT NAME OF REGISTRANT OR CLASSIFICATION IDENTIFICATION INCLUDING AREA CODE OF
AS SPECIFIED IN ITS CHARTER ORGANIZATION CODE NUMBER NO. REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE
--------------------------- ------------ ------------ ------------------ ---------------------------------------
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Global Health Sub, Inc. California 2833 33-0801650 987 N. Enterprise Street
Orange, California 92867
(714) 633-2320
Raven Industries, Inc. California 2833 33-0042849 987 N. Enterprise Street
Orange, California 92867
(714) 633-2320
West Coast Sales California 2833 33-0554820 987 N. Enterprise Street
Orange, California 92867
(714) 633-2320
Dynamic Products Inc. California 2833 33-0235847 987 N. Enterprise Street
Orange, California 92867
(714) 633-2320
D&F Industries, Inc. California 2833 33-0801652 987 N. Enterprise Street
Orange, California 92867
(714) 633-2320
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Orange, State of California, on the 8th day of
September 1998.
GLOBAL HEALTH SCIENCES, INC.
By: /s/ Paul M. Buxbaum
-------------------------------------------
Name: Paul M. Buxbaum
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald J. Lewis Chief Financial Officer, September 8, 1998
- - ------------------------ Senior Vice President and
Donald J. Lewis Director (Principal
Financial Officer and
Principal Accounting Officer)
/s/ Richard D. Marconi President, Chairman of the September 8, 1998
- - ------------------------ Board and Director
Richard D. Marconi
Director September __, 1998
- - ------------------------
Dennis DeConcini
Director September __, 1998
- - ------------------------
Bradley Gates
/s/ Paul M. Buxbaum Chief Executive Officer and September 8, 1998
- - ------------------------ Director (Principal Executive
Paul M. Buxbaum Officer)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Orange, State of California, on the 8th day of
September 1998.
GLOBAL HEALTH SUB, INC.
By: /s/ Paul M. Buxbaum
-------------------------------------------
Name: Paul M. Buxbaum
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald J. Lewis Chief Financial Officer, September 8, 1998
- - ------------------------ Secretary and Director
Donald J. Lewis (Principal Financial Officer
and Principal Accounting Officer)
/s/ Richard D. Marconi Chairman of the Board September 8, 1998
- - ------------------------ and Director
Richard D. Marconi
/s/ Paul M. Buxbaum Chief Executive Officer September 8, 1998
- - ------------------------ and Director (Principal
Paul M. Buxbaum Executive Officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Orange, State of California, on the 8th day of
September 1998.
RAVEN INDUSTRIES, INC.
By: /s/ Paul M. Buxbaum
-------------------------------------------
Name: Paul M. Buxbaum
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald J. Lewis Chief Financial Officer, September 8, 1998
- - ------------------------ Secretary and Director
Donald J. Lewis (Principal Financial Officer
and Principal Accounting Officer)
/s/ Richard D. Marconi President and Director September 8, 1998
- - ------------------------
Richard D. Marconi
/s/ Paul M. Buxbaum Chief Executive Officer September 8, 1998
- - ------------------------ and Director (Principal
Paul M. Buxbaum Executive Officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Orange, State of California, on the 8th day of
September 1998.
DYNAMIC PRODUCTS INC.
By: /s/ Paul M. Buxbaum
-------------------------------------------
Name: Paul M. Buxbaum
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald J. Lewis Chief Financial Officer, September 8, 1998
- - ------------------------ Secretary and Director
Donald J. Lewis (Principal Financial Officer
and Principal Accounting Officer)
/s/ Richard D. Marconi Director September 8, 1998
- - ------------------------
Richard D. Marconi
/s/ Paul M. Buxbaum Chief Executive Officer September 8, 1998
- - ------------------------ and Director (Principal
Paul M. Buxbaum Executive Officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Orange, State of California, on the 8th day of
September 1998.
WEST COAST SALES
By: /s/ Paul M. Buxbaum
-------------------------------------------
Name: Paul M. Buxbaum
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald J. Lewis Chief Financial Officer, September 8, 1998
- - ------------------------ Secretary and Director
Donald J. Lewis (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Richard D. Marconi Director September 8, 1998
- - ------------------------
Richard D. Marconi
/s/ Paul M. Buxbaum Chief Executive Officer September 8, 1998
- - ------------------------ and Director (Principal
Paul M. Buxbaum Executive Officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Orange, State of California, on the 8th day of
September 1998.
D&F INDUSTRIES, INC.
By: /s/ Paul M. Buxbaum
-------------------------------------------
Name: Paul M. Buxbaum
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald J. Lewis Chief Financial Officer September 8, 1998
- - ------------------------ and Director (Principal
Donald J. Lewis Financial Officer and
Principal Accounting Officer)
/s/ Richard D. Marconi President and Director September 8, 1998
- - ------------------------
Richard D. Marconi
/s/ Paul M. Buxbaum Chief Executive Officer and September 8, 1998
- - ------------------------ Director (Principal Executive
Paul M. Buxbaum Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- - ------ -----------
**2.1 Agreement and Plan of Reorganization dated as of
April 23, 1998 by and among Global Health Sciences,
Inc., Global Health Sub, Inc., Raven Sub, Inc.,
Raven Industries, Dynamic Sub, Inc., Dynamic
Products Inc., New West Coast Sales, Inc., West
Coast Sales and Global Merger Sub, Inc.
**3.1(i) Articles of Incorporation of Global Health Sciences,
Inc.
**3.1(ii) Articles of Incorporation of Global Health Sub, Inc.
**3.1(iii) Articles of Incorporation of Raven Industries, Inc.
**3.1(iv) Articles of Incorporation of Dynamic Products Inc.
**3.1(v) Articles of Incorporation of West Coast Sales
**3.1(vi) Articles of Incorporation of D&F Industries, Inc.
**3.2(i) By-Laws of Global Health Sciences, Inc.
**3.2(ii) By-Laws of Global Health Sub, Inc.
**3.2(iii) By-Laws of Raven Industries, Inc.
**3.2(iv) By-Laws of Dynamic Products Inc.
**3.2(v) By-Laws of West Coast Sales
**3.2(vi) By-Laws of D&F Industries, Inc.
**4.1 Indenture, dated as of April 23, 1998, by and among
the Registrants and Chase Manhattan Bank and Trust
Company, National Association, as trustee
**4.2 Form of Notes (included in Exhibit 4.1)
**4.3 Registration Rights Agreement dated as of April 23,
1998 by and among the Registrants, Citicorp
Securities, Inc., Citibank Canada Securities Limited
and Citibank International plc
**4.4 Guarantees of Global Health Sub, Inc., Raven
Industries, Inc., Dynamic Products Inc., West Coast
Sales and D&F Industries, Inc. under Indenture
(included in Exhibit 4.1)
**4.5 Credit Agreement dated as of April 23, 1998 among
Global Health Sub, Inc., Global Health Sciences,
Inc., the Lenders party thereto, Citicorp USA, Inc.,
Citibank, N.A., and Bank of America NT&SA
**4.6 Guaranty, Indemnity and Subordination Agreement
dated as of April 23, 1998 among Global Health
Sciences, Inc., D&F Industries, Inc., Raven
Industries, Inc., Dynamic Products Inc. and West
Coast Sales
**4.7 Pledge and Security Agreement dated as of April 23,
1998 by and among Global Health Sub, Inc., Global
Health Sciences, Inc., D&F Industries, Inc., Raven
Industries, Inc., Dynamic Products Inc., West Coast
Sales and Citicorp USA, Inc.
**5 Opinion of Weil, Gotshal & Manges LLP re: legality
**8 Opinion of Weil, Gotshal & Manges LLP re: tax
matters
10.1 Supply Agreement dated as of September 2, 1997 by
and between Raven Industries, Inc. and Herbalife
International of America, Inc. ("Herbalife")
(incorporated by reference to Exhibit 10.23 to
Herbalife's Form 10-K for the year ended December
31, 1997)
10.2 Supply Agreement dated as of September 2, 1997 by
and between Dynamic Products Inc. and Herbalife
(incorporated by reference to Exhibit 10.22 to
Herbalife's Form 10-K for the year ended December
31, 1997)
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10.3 Supply Agreement dated as of September 2, 1997 by
and between Global Health and Herbalife
(incorporated by reference to Exhibit 10.21 to
Herbalife's Form 10-K for the year ended December
31, 1997)
**10.4 Employment Agreement dated as of April 23, 1998 by
and between Global Health Sciences, Inc. and Richard
D. Marconi
**10.5 Employment Agreement dated as of April 23, 1998 by
and between Global Health Sciences, Inc. and Paul M.
Buxbaum
**10.6 Employment Agreement dated as of April 23, 1998 by
and between Global Health Sciences, Inc. and Donald
J. Lewis
**10.7 Consulting Agreement dated as of April 23, 1998 by
and between Global Health Sciences, Inc. and BGA
Consulting
**10.8 Employment Agreement dated as of June 1, 1998 by and
between Global Health Sciences, Inc. and Howard
Simon
*12 Computation of Ratio of Earnings to Fixed Charges
**21 Subsidiaries of the Registrants
**23.1 Consent of Deloitte & Touche LLP
**23.2 Consent of Weil, Gotshal & Manges (included in
Exhibits 5 and 8)
**24 Power of Attorney
**25 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended of Chase Manhattan
Bank and Trust Company, National Association as
trustee under the Indenture
27 Financial Data Schedule for the quarter ended March
31, 1998, which is submitted electronically to the
Commission for information only (previously
submitted)
**99.1 Form of Letter of Transmittal
**99.2 Form of Notice of Guaranteed Delivery
**99.3 Form of Exchange Agent Agreement between Chase
Manhattan Bank and Trust Company, National
Association and Global Health Sciences, Inc.
- - -----------------------
* Filed herewith.
** Previously filed.
Exhibit 12
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D&F Industries (Predecessor Entity)
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Three Months Ended
Year Ended December 31, March 31,
------------------------------------------------------------ ---------------------------
1993 1994 1995 1996 1997 1997 1997 1998 1998
------------------------------------------------------------ ---------------------------
(Pro forma) (Pro forma)
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Income from continuing operations
before state tax $ 15,996 $ 15,080 $ 11,883 $ 19,274 $ 23,165 $ 11,952 $ 5,284 $ 5,065 $ 1,514
Add Fixed Charges:
Interest on indebtedness 54 58 62 50 43 25,998 12 12 6,497
Rental Expense determined to
represent interest 185 213 219 210 223 411 56 62 103
------------------------------------------------------------ ---------------------------
Adjusted Earnings $ 16,235 $ 15,351 $ 12,164 $ 19,534 $ 23,431 $ 38,361 $ 5,352 $ 5,139 $ 8,114
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Fixed Charges:
Interest on indebtedness $ 54 $ 58 $ 62 $ 50 $ 43 $ 25,998 $ 12 $ 12 $ 6,497
Rental Expense determined to
represent interest 185 213 219 210 223 411 56 62 113
------------------------------------------------------------ ---------------------------
Total Fixed Charges $ 239 $ 271 $ 281 $ 260 $ 266 $ 26,409 $ 68 $ 74 $ 6,610
============================================================ ===========================
------------------------------------------------------------ ---------------------------
Ratio of earnings to fixed charges 68.0 56.6 43.3 75.2 88.1 1.5 78.7 69.5 1.2
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