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Filed pursuant to Rule 424(b)(3)
Registration No. 333-07267
FLORAFAX INTERNATIONAL, INC.
Supplement No. 1
Dated January 23, 1998
to Prospectus
Dated June 28, 1996
This Supplement No. 1 supplements Florafax International, Inc. (the
"Company") Prospectus dated June 28, 1996 (the "Prospectus"), which forms a part
of the Form S-8 Registration Statement No. 333-07267 relating to 612,687 shares
of Company common stock, par value $.01 per share ("Common Stock") previously
issued as options under miscellaneous employee benefit plans.
By this Supplement No. 1, the Company hereby amends the Prospectus as
follows:
HISTORY OF OPERATING LOSSES
The Company incurred losses of $401,000.00 and $311,000.00,
respectively, during fiscal years 1993 and 1994; however, during fiscal year
1995, the Company reported a net income of $707,000.00, and during fiscal year
1996, the Company reported a net income of $2,262,000.00. During the most
recently ended fiscal year, being August 31, 1997, the Company reported a net
income of $3,433,000.00.
SHARES ELIGIBLE FOR FUTURE SALE
As of the date of the Prospectus, the Company had outstanding 6,147,973
shares of Common Stock. In addition, the Company had outstanding stock options
and warrants to purchase 221,000 and 650,000, shares of its Common Stock,
respectively. As of the date of this Supplement No. 1, the Company has
outstanding 7,745,747 shares of Common Stock, the Company has outstanding stock
options to purchase 888,250 shares of its Common Stock, and the Company has
outstanding warrants to purchase 618,249 shares of its Common Stock. If all of
the shares issuable upon exercise of these options and warrants are issued, the
Company will have an additional 9,252,246 shares of Common Stock outstanding,
all of which will be eligible for resale into the public markets after any
applicable vesting periods. The sale of such shares in the public markets could
have a material adverse effect on the trading price of the Company's Common
Stock.
NASDAQ LISTING AND MARKET ILLIQUIDITY
As of the date of this Supplement No. 1, the Common Stock of the
Company is now listed on the NASDAQ Small Cap Market ("NSCM"). Continued
inclusion of such securities on the NSCM will, unless the NASD grants a specific
exemption from any particular requirement, require that (i) the Company maintain
at least $2,000,000 in net tangible assets; market capitalization of
$35,000,000, or net income of $500,000 in the most recently completed fiscal
year or in two of the three most recently completed fiscal years, (ii) the
minimum bid price for the Common Stock be at least $1.00 per share, (iii) the
public float consist of at least 500,000 shares of Common Stock, valued in the
aggregate at more than $1,000,000, (iv) the Common Stock have at least two (2)
registered market makers and (v) the Common Stock be held by at least 300
holders. If the
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Company is unable to satisfy such maintenance requirements, the Company's
securities may be de-listed from the NSCM. In such event, trading, if any, in
the Common Stock would thereafter be conducted in the over-the-counter market in
the so-called "pink sheets" or the "NASD's OTC Electronic Bulletin Board."
VOTING CONTROL
As of the date of this Supplemental No. 1, the directors and executive
officers of the Company, as a group, now have sole voting and investment power
of approximately thirty-nine percent (39%) of the Company's outstanding Common
Stock, assuming that all shares to be offered hereby are sold. In addition,
Laifer Capital Management, Inc. ("Laifer") has the sole voting and investment
power of approximately twenty-six percent (26%) of the Company's outstanding
Common Stock. Therefore, either the directors and executive officers of the
Company, or Laifer, or both, exercise practical voting control over the affairs
of the Company.
MAJOR CUSTOMER DEPENDENCE
As stated in the Prospectus, the Company's wholly-owned subsidiary,
Credit Card Management System, Inc. ("CCMS"), provides Service Corporation
International ("SCI") with credit card and charge card processing services to
its funeral and cemetery divisions. During fiscal year 1995, CCMS received
estimated net revenues of $109,200.00 from SCI. During fiscal year 1996, CCMS
received estimated net revenues of $139,000.00 from SCI, and during fiscal year
1997, CCMS received estimated net revenues of $217,000.00 from SCI.
