Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
TOFUTTI BRANDS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3094658
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 Jackson Drive Cranford, New Jersey 07016
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION PLAN
(AS AMENDED)
(Full title of the plan)
Steven Kass
Secretary, Treasurer and Chief Financial Officer
TOFUTTI BRANDS INC.
50 Jackson Drive
Cranford, New Jersey 07016
(Name and address of agent for service)
(908) 272-2400
(Telephone number, including area code, of agent for service)
Copy to:
Steven J. Glusband, Esq.
CARTER, LEDYARD & MILBURN
2 Wall Street
New York, New York 10005
(212) 732-3200
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Be Offering Price Aggregate Amount of
to Be Registered Registered Per Share Offering Price Registration Fee
=============================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per
share 685,000 shares $1.0625(1) $727,812.50 $214.70
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.01 per
share 600,000 shares $1.1688(1) $701,280.00 $206.88
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.01 per 215,000 shares $2.9375(2) $631,562.50 $186.31
share ------- ---------- ------
- -----------------------------------------------------------------------------------------------------------------------------
Totals 1,500,000 shares -- $2,060,655.00 $607.89
========= ============ ======
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) on the basis of the price at which
outstanding options under the amended 1993 Stock Option Plan may be
exercised.
(2) Calculated pursuant to Rule 457(h) and (c) on the basis on the average
of the high ask and low bid prices ($3.125 and $2.75) of a share of
Common Stock as quoted on the Nasdaq National Market System on May 27,
1999.
--------
This Registration Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the following documents
into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fifty-two (52)
weeks ended December 26, 1998.
(b) The Registrant's report on Form 8-K, dated April 26, 1999 and the
Registrant's report on Form 8-K/A-1, dated April 26, 1999.
(c) The description of the Registrant's Common Stock contained in any
registration statement or report of the Registrant filed under the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in and
made a part of this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Not required, inasmuch as the Registrant's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware (the
"Law") provides, in general, that a corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director or
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<PAGE>
officer of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding, if the
indemnitee acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation; with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.
Section 145(b) of the Law provides, in general, that a corporation shall
have power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the corporation against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, no indemnification shall be made in
respect of any claim, issue or matter as to which a person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action was brought shall
determine that such person is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
Section 145(g) of the Law provides in general that a corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of the Law.
Section 9.1 of the Registrant's By-Laws provides that the Registrant shall
indemnify its directors and officers to the fullest extent and in the manner set
forth in and permitted by the Law, and any other applicable law, from time to
time in effect, and that such right of indemnification shall not be deemed
exclusive of any other rights to which the Registrant's directors and officers
may be entitled. Section 9.3 of the Registrant's By-Laws, which deals with the
Registrant's power to purchase and maintain liability insurance on behalf of the
Registrant's directors and officers, is substantially the same as the above
mentioned Section 145(g) of the Law.
Section 2 of the Registrant's 1993 Stock Option Plan (as amended) provides
that each member of the Board of Directors, or Committee thereof administering
the Plan, shall be indemnified and held harmless by the Registrant against any
cost or expense (including counsel fees) reasonably incurred by him or liability
(including any sum paid in settlement of a claim with the approval of the
Registrant) arising out of any act or omission to act in connection with the
Plan unless arising out of such member's own fraud or bad faith, to the extent
permitted by applicable law. Such indemnification shall be in addition to any
rights of indemnification the
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members may have as directors or otherwise under the By-Laws of the Registrant,
any agreement, vote of stockholders or disinterested directors, or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4 - Tofutti Brands Inc. 1993 Stock Option Plan (as amended)
5 - Opinion of Carter, Ledyard & Milburn regarding legality of the
securities offered
23.1 - Consent of Carter, Ledyard & Milburn (included in Exhibit 5).
23.2 - Consent of KPMG LLP
24 - Powers of Attorney (see page 7 of this registration statement)
Item 9. Undertakings.
(1) The undersigned Registrant small business issuer hereby
undertakes:
(a) To file, during any period in which it offers securities 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, unless the information required to be included
in such post-effective amendment is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated herein by reference;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or 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, unless the information required to be
included in such post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated herein by reference;
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<PAGE>
(iii) to include any additional 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.
(b) For the purpose of determining any liability under the Securities
Act of 1933, to treat each such post-effective amendment as a new
registration statement relating to the securities offered, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) To remove from registration by means of filing a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(d) That, for the purposes 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 this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(2) 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 provisions described in Item 6 above, 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 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 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets 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 the Town of Cranford, State of New Jersey, on May 26, 1999.
TOFUTTI BRANDS INC.
By: /s/ David Mintz
-------------------
David Mintz
Chairman of the Board and
Chief Executive Officer
----------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven Kass and David Mintz, and each of them
severally, his true and lawful attorney-in-fact, or attorneys-in-fact each with
power to act with or without the other, and with power of substitution and
resubstitution, to execute in the name of such person, in his capacity as a
director or officer of Tofutti Brands Inc., any and all amendments to this
registration statement on Form S-8 and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on May 26, 1999, by the following persons
in the capacities indicated.
Signature Title
- --------- -----
/s/ David Mintz
- --------------- Chairman of the Board of Directors
David Mintz and Chief Executive Officer
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<PAGE>
/s/ Steven Kass
- --------------- Secretary, Treasurer and Chief Financial Officer
Steven Kass
/s/ Bernard Koster
- ------------------ Director
Bernard Koster
/s/ Reuben Rapoport
- ------------------- Director
Reuben Rapoport
/s/ Franklyn Snitow
- ------------------- Director
Franklyn Snitow
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page Number
- ----------- ----------- -----------
4 Tofutti Brands Inc. 1993 Stock Option Plan (as
amended) ..........................................
5 Opinion of Carter, Ledyard & Milburn regarding
legality of the securities offered.................
23.1 Consent of Carter, Ledyard & Milburn (included in
Exhibit 5).........................................
23.2 Consent of KPMG LLP................................
24 Powers of Attorney (see page 7 of this registration
statement).........................................
EXHIBIT 4
<PAGE>
TOFUTTI BRANDS INC.
1993 STOCK OPTION PLAN
(AS AMENDED)
1. Purpose of Plan. The 1993 Stock Option Plan , as amended (the "Plan"),
is intended as an incentive to retain, on the Board of Directors and in the
employ of Tofutti Brands Inc. (the "Company") and its subsidiaries, persons of
training, experience, and ability, to attract new directors and employees whose
services are considered unusually valuable, to encourage the sense of
proprietorship of such persons, and to stimulate the active interest of such
persons in the development and financial success of the Company. Stock options
("Options") granted under the Plan may contain such terms as will qualify the
options as incentive stock options ("ISOs") within the meaning of Section 422(b)
of the United States Internal Revenue Code of 1986, as amended (the "Code").
2. Administration of Plan. The Board of Directors (the "Board") or a Stock
Option Committee (the "Committee") appointed and maintained by the Board shall
have the power to administer the Plan. The Committee shall consist of at least
two members who shall serve at the pleasure of the Board, and any member of such
Committee shall be eligible to receive Options under the Plan while serving on
the Committee, unless otherwise specified herein. The Board or the Committee
shall have full power and authority: (i) to designate participants; (ii) to
designate Options or any portion thereof as ISOs; (iii) to determine the terms
and provisions of respective option agreements (which need not be identical)
including, but not limited to,
<PAGE>
provisions concerning the time or times when and the extent to which the Options
may be exercised and the nature and duration of restrictions as to
transferability or restrictions constitut ing substantial risk of forfeiture;
(iv) to accelerate the right of an optionee to exercise in whole or in part any
previously granted ISO; and (v) to interpret the provisions and supervise the
administration of the Plan.
The Board or the Committee shall have the authority to grant in its
discretion to the holder of an outstanding Option, in exchange for the surrender
and cancellation of such Option, a new Option having a purchase price lower than
provided in the Option so surrendered and canceled and containing such other
terms and conditions as the Board or the Committee may prescribe in accordance
with the provisions of the Plan.
All decisions and selections made by the Board or the Committee pursuant to
the provisions of the Plan shall be made by a majority of its members except
that no member of the Board or Committee shall vote on, or be counted for quorum
purposes, with respect to any proposed action of the Board or Committee relating
to any Option to be granted to that member. Any decision reduced to writing and
signed by a majority of the members who are authorized to make such decision
shall be fully effective as if it had been made by a majority at a meeting duly
held.
Each member of the Board or the Committee shall be indemnified and held
harmless by the Company against any cost or expense (including counsel fees)
reasonably incurred by him or liability (including any sum paid in settlement of
a claim with the approval of the Company) arising out of any act or omission to
act in connection with the Plan unless arising out of such member's own fraud or
bad faith, to the extent permitted by applicable law.
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Such indemnification shall be in addition to any rights of indemnification the
members may have as directors or otherwise under the memorandum of association
of the Company, any agreement, any vote of stockholders or disinterested
directors, or otherwise.
3. Designation of Participants. The persons eligible for participation in
the Plan as recipients of Options shall include only key employees of the
Company or of any subsidiary of the Company. Directors of the Company who are
not employees of the Company shall also be eligible for participation in the
Plan as recipients of Options (but not ISOs). A person who has been granted an
Option hereunder may be granted additional Options, if the Board or the
Committee shall so determine.
4. Stock Reserved for Plan. Subject to adjustment as provided in paragraph
6 hereof, a total of 2,900,000 shares of Common Stock, $0.1 par value, of the
Company ("Stock") shall be subject to the Plan. The shares subject to the Plan
shall consist of unissued shares, and such number of shares shall be, and hereby
is, reserved for sale for such purpose. Any of such shares which may remain
unsold and which are not subject to outstanding options at the termination of
the Plan shall cease to be reserved for the purpose of the Plan, but until
termination of the Plan the Company shall at all times reserve a sufficient
number of shares to meet the requirements of the Plan. Should any Option for any
reason expire or be canceled prior to its exercise or relinquishment in full,
the shares theretofore subject to such Option may again be subjected to an
Option under the Plan.
5. Option Price. (a) The purchase price of each share subject to an ISO
shall not be less than 100% (or 110%, if at the time of grant the optionee owns
more than 10% of the voting stock of the Company) of the Fair Market Value of
such share (as defined in paragraph
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(b)) on the date the ISO is granted. The purchase price of each share subject to
an Option or any portion thereof which is not designated as an ISO shall not be
less than 75% of the Fair Market Value of such share on the date the Option is
granted and in no event shall the purchase price be less than the par value of
the Stock.
(b) The Fair Market Value of a share on a particular date shall be the mean
between the highest and lowest quoted selling prices on such date (the valuation
date) on the securities market where the Stock is principally traded. If there
were no sales on the valuation date, but there were sales within a reasonable
period both before or after that date, the Fair Market Value shall be determined
by taking a weighted average of the mean between the highest and lowest selling
prices on the nearest date before and the nearest date after the valuation date.
This average must be weighted inversely by the respective numbers of trading
days between the selling dates and the valuation date.
(c) The option price shall be payable upon the exercise of the Option in
cash, by check, or other form satisfactory to the Board or the Committee.
(d) The proceeds of the sale of the Stock subject to an Option are to be
added to the general funds of the Company and used for its corporate purposes.
6. Adjustments. (a) If the Company is separated or reorganized, or merged,
consolidated or amalgamated with or into another corporation while unexercised
Options remain outstanding under the Plan, there shall be substituted for the
shares subject to the unexercised portions of such outstanding Options an
appropriate number of shares of each class of stock or other securities of the
separated or reorganized, or merged, consolidated or amalgamated corporation
which were distributed to the shareholders of the Company in respect of such
shares;
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provided, however, that all such Options may be exercised in full by the
optionees as of the effective date of any such separation, reorganization,
merger, consolidation or amalgamation, by the optionees giving notice in writing
to the Company of their intention to so exercise.
(b) If the Company is liquidated or dissolved while unexercised Options
remain outstanding under the Plan, then all such outstanding Options may be
exercised in full by the optionees as of the effective date of any such
liquidation or dissolution of the Company without regard to the installment
exercise provisions of paragraph 7(a), by the optionees giving notice in writing
to the Company of their intention to so exercise.
(c) If the outstanding shares of Stock shall at any time be changed or
exchanged by declaration of a stock dividend, stock split, combination or
exchange of shares, recapitaliza tion, extraordinary dividend payable in stock
of a corporation other than the Company, or otherwise in cash, or any other like
event by or of the Company, and as often as the same shall occur, then the
number, class and kind of shares subject to this Plan or subject to any Options
theretofore granted, and the option prices, shall be appropriately and equitably
adjusted so as to maintain the proportionate number of shares without changing
the aggregate option price; provided, however, that no adjustment shall be made
by reason of the distribution of subscription rights on outstanding stock.
7. Term and Exercise of Options. (a) Each Option granted under this Plan
shall be exercisable on the date and for the number of shares as shall be
provided in the option agreement evidencing the Option and setting forth the
terms thereof. However, (i) no Option shall be exercisable after the expiration
of ten years from the date of grant, and (ii) no ISO
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granted to a person who at the time of grant owns more than 10% of the voting
stock of the Company may be exercisable after the expiration of five years from
the date of grant.
(b) Options granted under the Plan shall not be transferable by optionees
other than by will or the laws of descent and distribution, and during an
optionee's lifetime shall be exercisable only by that optionee.
(c) Options may not be exercised after the termination of employment and/or
service as a director unless (i) prior to the date of such termination, the
Board or the Committee shall authorize, in the relevant option agreement or
otherwise, an extension of the term of all or part of the Option beyond the date
of such termination for a period not to exceed the period during which the
Option by its terms would otherwise have been exercisable, (ii) termination is
without cause, in which event any Options still in force and unexpired may be
exercised within a period of 90 days from the date of such termination, but only
with respect to the number of shares purchasable at the time of such
termination, (iii) termination is the result of death or disability, in which
event any Options still in force and unexpired may be exercised within a period
of six (6) months from the date of termination, but only with respect to the
number of shares purchasable at the time of such termination, or (iv)
termination of employment is the result of retirement under any deferred
compensation agreement or retirement plan of the Company or of any subsidiary of
the Company or after age 60, while Options granted hereunder are still in force
and unexpired, in which case the Board or Committee shall have the discretion to
permit any unmatured installments of the Options to be accelerated as of the
later of the date of retirement or a date one year following the date of grant,
and the Options shall thereupon be exercisable in full without regard to the
installment exercise provisions of paragraph 7(a).
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(d) The holders of Options shall not be or have any of the rights or
privileges of shareholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until, following exercise,
certificates representing such shares shall have been issued by the Company to
such holders.
(e) Any form of option agreement authorized by the Plan may contain such
other provisions as the Board or the Committee may, from time to time, deem
advisable. Without limiting the foregoing, the Board or the Committee may, with
the consent of the optionee, from time to time cancel all or any portion of any
Option then subject to exercise, and the Company's obligation in respect of such
Option may be discharged by (i) payment to the optionee of an amount in cash
equal to the excess, if any, of the Fair Market Value of the shares at the date
of such cancellation subject to the portion of the Option so canceled over the
aggregate purchase price of such shares, (ii) the issuance or transfer to the
optionee of shares of Stock with a Fair Market Value at the date of such
transfer equal to any such excess, or (iii) a combination of cash and shares
with a combined value equal to any such excess, all as determined by the Board
or the Committee in its sole discretion.
(f) Options shall be exercised by the optionee by giving written notice to
the Company, which exercise shall be effective upon receipt of such notice by
the Secretary of the Company at its principal office. The notice shall specify
the number of shares with respect to which the Option is being exercised.
8. Maximum ISO Award. The aggregate Fair Market Value of Stock (determined
as of the date of the grant of options) with respect to which ISOs are
exercisable for the first time
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by any optionee during any calendar year shall not exceed the limitation
provided under Section 422(d) of the Code.
9. Purchase for Investment. Unless shares of Stock covered by the Plan have
been registered under the United States Securities Act of 1933, as amended, or
the Company has determined that such registration is unnecessary, each person
exercising an Option under the Plan may be required by the Company to give a
representation in writing that he or she is acquiring such shares for his or her
own account, for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.
10. Term Date of Plan. The Plan shall be effective as of March 24, 1993,
and shall terminate on March 23, 2003.
11. Amendments or Termination. The Board may amend, alter, or discontinue
the Plan, except that no amendment or alteration shall be made which would
impair the rights of the holder of any Option theretofore granted without his
consent, and except that no amendment or alteration shall be made which, without
the approval of the shareholders, would:
(a) Increase the total number of shares reserved for the purposes of the
Plan, except as is provided in Section 6, or decrease the option price provided
in Section 5, or change the class of persons eligible to participate in the Plan
as provided in Section 3; or
(b) Extend the option period provided for in Section 7.
12. Government Regulations. The Plan, and the granting and exercise of
Options hereunder, and the obligation of the Company to sell and deliver shares
or cash under such Options, shall be subject to all applicable laws, rules, and
regulations, including the registration
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of the shares under the United States Securities Act of 1933, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
13. Governing Law. This Plan shall be deemed made in New York and shall be
governed by and construed and enforced in accordance with the laws of New York
applicable to contracts made and to be performed therein, without giving effect
to the principles of conflict of laws.
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EXHIBIT 5
<PAGE>
CARTER, LEDYARD & MILBURN
Counsellors at Law
2 Wall Street
New York, NY 10005
570 Lexington Avenue * 1350 I Street, N.W.
New York, NY 10022 Tel (212)732-3200 Washington, DC 20005
(212)371-2720 Fax (212)732-3232 (202)898-1515
May 27, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Tofutti Brands Inc.
Dear Sirs:
We have acted as counsel for Tofutti Brands Inc., a Delaware corporation
(the "Corporation"), in connection with the adoption of the amendment of Tofutti
Brands Inc. 1993 Stock Option Plan (the "Plan"), which provides for the issuance
and sale of up to an additional 1,500,000 shares (the "Shares") of the Common
Stock, par value $.01 per share, of the Corporation.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such corporate records and such other documents as we have
deemed relevant as a basis for our opinion hereinafter expressed.
Based on the foregoing, we are of the opinion that the Shares, when paid
for in accordance with the terms of the Plan and the options granted thereunder,
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Corporation's Registration Statement on Form S-8 relating to the Plan.
Very truly yours,
/s/Carter, Ledyard & Milburn
SJG:asb
EXHIBIT 23.2
<PAGE>
Consent of Independent Auditors
The Board of Directors
Tofutti Brands Inc.:
We consent to the use of our report dated March 16, 1999, on the financial
statements of Tofutti Brands Inc. as of December 26, 1998 and December 27, 1997
and for the 52-week periods then ended, which report appears in the December 26,
1998 Annual Report on Form 10-KSB of Tofutti Brands Inc., incorporated herein by
reference.
/s/KPMG LLP
KPMG LLP
Short Hills, New Jersey
May 25, 1999
