<PAGE> 1
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVANTAGE LIFE PRODUCTS, INC.
(NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
Delaware 33-0213733
- ---------------------- ----------------
(State or jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1509 S. Florida Ave., Suite 3, Lakeland, FL 33803
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(Name and Address of Principal Executive Offices)
JUNE 1997 OFFICER/CONSULTANT BENEFIT PLAN
-----------------------------------------
(Full Title of Plan)
Donald R. Mastropietro, CFO, 1509 S. Florida Ave., Suite 3, Lakeland, FL 33803
- ------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(941) 686-2621
---------------------------------------
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE*
<TABLE>
<CAPTION>
==============================================================================================
Title of each class Amount to be Proposed maximum Proposed Amount of
of securities registered offering price maximum registration fee
to be registered per Share aggregate
offering price
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock,
$.16 par value 250,000 shares $2.75 $687,500.00 $210.00
==============================================================================================
</TABLE>
The approximate date of the proposed sale of the securities offered
hereby is on or after June 13, 1997.
*Computed on the basis of the average of the closing bid and asked price of the
Company's common stock on June 11, 1997 in accordance with Rule 457(c) and (h).
<PAGE> 2
Cross-Reference Sheet
As required by Rule 404(a) of Regulation C promulgated under the
Securities Act of 1933, the following sets forth the location of: (1) the
disclosures required by Items 1 and 2 of Form S-8 in the Section 10(a)
Prospectus prepared in accordance with Rule 428 of Regulation C; and (2) the
disclosures required by Part I of Form S-3 in the Reoffer Prospectus.
<TABLE>
<CAPTION>
Form S-8
Item No. Location in Section 10(a) Prospectus
- -------- ------------------------------------
<S> <C>
1 Plan Information
2 Registrant Information and Employee Plan
Annual Information
</TABLE>
<TABLE>
<CAPTION>
Form S-3
Item No. Location in Reoffer Prospectus
- -------- ------------------------------
<S> <C>
1 Outside Front Cover of Reoffer Prospectus
2 Inside Front Cover of Reoffer Prospectus
3 The Company, Risk Factors, Ratio of Earnings to Fixed Charges
4 Use of Proceeds
5 Determination of Offering Price
6 N/A
7 Selling Security Holders
8 Plan of Distribution
9 Description of Securities
10 Experts
11 N/A
12 Incorporation of Certain Information by Reference
13 Indemnification for Securities Act Liabilities
</TABLE>
<PAGE> 3
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference and makes a part hereof
the documents described in (a) - (e) below. In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") prior to the filing
of a post-effective amendment which indicates that all securities offered
pursuant to this registration statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of filing of such
documents.
(a) The Company's Annual Report on Form 10-KSB/A for the year ended
April 30, 1996, filed pursuant to Section 13(a) of the Exchange Act,
and containing audited financial statements for that periods filed
pursuant to Section 13(a) of the Exchange Act
(b) the Company's Quarterly Report on Form 10QSB, for the quarter
ended January 31, 1997;
(c) the Company's Current Report on Form 8-K, for events occurring
February 21, 1997;
(d) the Company's Current Report on Form 8-K/A, for events occurring
February 21, 1997; and
(e) the description of the Company's common stock contained in the
Company's Registration Statement, effective December 6, 1988,
Commission File No. 33-18036-LA, including any amendment or report
filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3(d) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
N/A
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
<PAGE> 4
As allowed under Delaware law, the Company in its Certificate of
Incorporation and By-Laws has adopted broad indemnification and liability
limiting provisions regarding its officers, directors and employees, including a
limitation of liability for certain violations of the duty of care normally
imposed upon officers, directors and employees. Accordingly, under certain
circumstances the stockholders of the Company will have more limited recourse
against those individuals than would be the case in the absence of such
provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
N/A
ITEM 8. EXHIBITS
The following documents are made exhibits to this registration statement,
each being listed in accordance with the correspondingly numbered items of
Regulation S-K, Item 601:
<TABLE>
<CAPTION>
Exhibit Item 601 Description
Number
<S> <C> <C>
10.1 Employment Compensation Agreement- Richard J. Diamond
10.2 Employment Compensation Agreement Donald R. Mastropietro
10.3 Employment Compensation Agreement- Teresa B. Fannin
10.4 Employment Compensation Agreement- D. Jerry Diamond
10.5 Employment Compensation Agreement- Ricky A. Howe
23.1 Consent of Guida & Jimenez, P.A.
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company represents and warrants that it will, during any period in
which it offers or sells its securities pursuant to this registration statement,
file a post-effective amendment hereto setting forth any additional or changed
material information in order to reflect any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement
and to reflect any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change
to such information in this registration statement. No such post-effective
amendment to this registration statement will be filed if the changed facts,
events or material information necessitating such post-effective amendment are
contained in periodic reports filed by the Company pursuant to Section 13 of the
Exchange Act and incorporated by reference herein. The Company will remove from
registration by means of a post-effective amendment any of the
<PAGE> 5
securities being registered which remain unsold at the termination of the
offering. Further, the Company represents and warrants that all periodic
reports, including those on Forms 10-KSB, 10-QSB and 8-K, filed by the Company
under the Exchange Act will be incorporated by reference into this registration
statement. Further, for purposes of determining liability under the Securities
Act of 1933, each post-effective amendment amending this registration statement
shall be treated as a new registration statement of the securities offered and
the securities offered at that time shall be treated as an initial bona fide
offering of securities.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 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.
<PAGE> 6
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 the City of Lakeland, State of Florida, on this 12th day of June
1997.
ADVANTAGE LIFE PRODUCTS, INC.
/s/ Richard J. Diamond
----------------------
Richard J. Diamond, 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
capacities and on the date indicated.
June 12, 1997 /s/ Richard J. Diamond
- ------------- ----------------------
Date Richard J. Diamond, President,
Chief Executive Officer and
Director
June 12, 1997 /s/ Donald R. Mastropietro
- ------------- --------------------------
Date Donald R. Mastropietro, Vice President of
Finance, Chief Financial Officer, Treasurer,
Secretary and Director
<PAGE> 7
REOFFER PROSPECTUS
ADVANTAGE LIFE PRODUCTS, INC.
250,000 SHARES OF COMMON STOCK
This Reoffer Prospectus relates to 250,000 shares of the common stock,
$.16 par value (the "Shares"), of Advantage Life Products, Inc., a Delaware
corporation (the "Company"), previously offered and issued to Richard J.
Diamond, Donald R. Mastropietro, D. Jerry Diamond, Teresa B. Fannin and Ricky
A. Howe, officers, directors and/or former employees of the Company and its
subsidiaries (the "Selling Security Holders") pursuant to the Company's June
1997 Officer/Consultant Benefit Plan (the "Plan"). The Company established the
Plan for the purpose of offering and issuing shares of its common stock to
Richard J. Diamond, Donald R. Mastropietro, D. Jerry Diamond, Teresa B. Fannin
and Ricky A. Howe in lieu of paying them the cash compensation for services
rendered to the Company. The Selling Security Holders acquired the Shares
under the Plan and are now offering the Shares for resale. The Company will
not receive any proceeds from the sale of the Shares pursuant to this
Prospectus.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A
SUBSTANTIAL INVESTMENT RISK. ACCORDINGLY, THEY SHOULD BE PURCHASED ONLY BY
PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT IN THE COMPANY. EACH
PROSPECTIVE PURCHASER SHOULD, PRIOR TO PURCHASE, CAREFULLY CONSIDER THE MATTERS
CONTAINED IN THE SECTION OF THIS REOFFER PROSPECTUS ENTITLED "RISK FACTORS", AS
WELL AS ALL OTHER INFORMATION SET FORTH ELSEWHERE IN THIS REOFFER PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS REOFFER PROSPECTUS IS JUNE 13, 1997
<PAGE> 8
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at prescribed rates at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission (File No. 0-17414) pursuant to Section 13 of the Exchange Act, are
hereby incorporated by reference in this Reoffer Prospectus:
(a) Annual Report on Form 10-KSB/A for the year ended April 30,
1996;
(b) Quarterly Report on Form 10-QSB for the quarter ended January
31, 1997;
(c) Current Report on Form 8-K for events occurring on February
21, 1997;
(d) Current Report on Form 8-K/A for events occurring on February
21, 1997; and
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Reoffer Prospectus and
prior to the termination of the offering of the Shares offered hereby shall be
deemed to be incorporated by reference in this Reoffer Prospectus and to be a
part hereof from the date of filing of such documents.
The Company will file, during any period in which offers or sales are
being made hereby, a post-effective amendment to its registration statement on
Form S-8 in order to reflect any facts or events arising after the effective
date of the registration statement (or 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 and to
reflect 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. No such post-effective
amendment to the registration statement will be filed if the changed facts,
events or material information necessitating such post-effective amendment are
contained in periodic reports filed by the Company pursuant to Section 13 of
the Exchange Act and incorporated by reference herein. Further, the Company
will 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. For purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment of 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. The Company will provide without
charge to each person to whom this Reoffer Prospectus is delivered, upon
written or oral request of such person, a copy (without exhibits other than
exhibits specifically incorporated by reference) of any or all documents
incorporated by reference into this Reoffer Prospectus. Requests for such
copies should be made to the Company, 1509 S. Florida Ave., Suite 3, Lakeland,
Florida 33803 (tel. (941) 686-2621).
<PAGE> 9
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Description Page No.
<S> <C>
The Company 4
Risk Factors 5-8
Use of Proceeds 8
Determination of Offering Price 8
Selling Security Holders 9
Plan of Distribution 9
Description of Securities Offered 10
Experts 10
Incorporation of Certain Information By Reference 11
Indemnification for Securities Act Liabilities 12
</TABLE>
<PAGE> 10
THE COMPANY
Advantage Life was organized under the laws of the State of Colorado
in 1986, and subsequently reorganized as a Delaware corporation in 1994. In
1993, Advantage Life acquired the assets of Lasting Cosmetics, Inc. ("Lasting
Cosmetics"), a privately owned, New York based cosmetics marketing company. In
1994, Lasting Cosmetics entered into a marketing and distribution agreement
with Guthy-Renker Corporation ("GRC") for the distribution of a certain product
via infomercials. Due to difficulties with the airing of the infomercials (See
Legal Proceedings), Advantage Life attempted to sell the product directly to
salon via direct marketing methods in early 1995. Direct marketing also
failed and Advantage Life decided to discontinue this operation and is in the
process of winding up the affairs of Lasting Cosmetics.
In mid 1995, Advantage Life entered into an agreement and plan of
merger under which Environmental Professionals, a New Jersey base environmental
services firm would merge with Advantage Acquisition, Inc., a newly formed
acquisition subsidiary of Advantage. The surviving entity would be
Environmental Professionals, Inc. ("Environmental Professionals").
Environment Professionals provided various environmental remediation services
to industrial clients, major oil companies and environmental consultants. In
early 1996, Advantage Life decided to discontinue this operation and is in the
process of winding up the affairs of Environmental Professionals.
In August 1996, Advantage Life acquired all of the assets of Universal
Mica Furniture, Inc. ("Universal Mica"), a retail home furniture store in
Farmingdale, New York. Advantage Life paid $2,000,000 to Universal Mica by
issuing 480,000 shares of its common stock and its promissory note in the
original principal amount of $800,000 (the "Universal Mica Note"). In
September 1996, this acquisition was rescinded, and the common stock of
Advantage and the Universal Mica Note were returned to Advantage.
On February 21, 1997 Advantage Life and its newly formed acquisition
subsidiary Advantage Life Acquisition One, Inc. ("Advantage Life Acquisition")
entered into an Agreement and Plan of Reorganization (the "Agreement") by and
among Advantage Life, Advantage Life Acquisition, Channel America Broadcasting,
Inc. and Technology Holdings, Inc., a wholly owned subsidiary of Channel
America Broadcasting, Inc. to acquire 100% of the issued and outstanding stock
of Technology Holdings, Inc.'s wholly owned subsidiary Treasure Rockhound
Ranches, Inc. ("Treasure Rockhound"). To acquire Treasure Rockhound, Advantage
Life agreed to pay Technology Holdings, Inc. 6,000,000 shares of Advantage
Life's restricted common stock, agreed to issue a promissory note payable for
$750,000 and agreed to assume certain liabilities of Technology Holdings, Inc.
totaling approximately $658,000. Treasure Rockhound owns and operates RV parks
and campgrounds in three Southwestern states.
Current Business of the Company
The only operating revenues that Advantage Life currently receives are
those generated by Treasure Rockhound, Advantage Life's wholly owned
subsidiary. It is the intention of Advantage Life to expand its RV parks and
campground operation by increasing Treasure Rockhound's
4
<PAGE> 11
marketing efforts and by acquiring addition RV parks and campgrounds to add to
its base of operation. Treasure Rockhound has had several conversations with
potential acquisition candidates, however, has no binding commitments to
acquire said candidates. There can be no assurance given that Advantage Life
will be able to successfully obtain the debt or equity funding necessary to
expand the business of Treasure Rockhound or acquire additional RV parks and
campgrounds, or if so acquired, successfully operate such RV parks and
campgrounds at a profitable level.
Treasure Rockhound was organized in 1974 to own and operate
recreational resorts and recreational vehicle ("RV") campgrounds located across
the United States. Treasure Rockhound operates through its private membership
organization, Camper Ranch Club of America ("Camper Ranch Club"), offering its
members six recreational resorts located in Arizona, New Mexico and Texas.
Treasure Rockhound's membership-only organization, Camper Ranch Club,
is now in its 23rd year of operation, offering recreational properties to RV
travelers, campers and rockhounders in three southwestern states. Camper Ranch
Club currently owns and operates six ranches which are located in valleys, on
mountains, or near natural shorelines to offer members a relaxing, natural
climate and culture in which to enjoy their leisure or retirement time. Camper
Ranch Club owns approximately 5,100 acres and leases approximately 11,800 other
acres from individuals, states and the federal government. The Camper Ranch
Club ranches cater to a growing trend in the hospitality field, namely remote,
independent excursions into naturally pristine areas of the country. Members of
Camper Ranch Club have year-round access to all of the fully managed Camper
Ranch Club ranches which provide electric and water hookups for their
convenience and the opportunity to explore the natural beauty surrounding each
ranch location. Camper Ranch Club has a total membership of over 8,500 with
5,300 active dues-paying members.
The Company's current executive and administrative offices are located
at 1509 S. Florida Ave., Suite 3, Lakeland, Florida 33803 (tel. (941)
686-2621).
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A
SUBSTANTIAL INVESTMENT RISK. ACCORDINGLY, THEY SHOULD BE PURCHASED ONLY BY
PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT IN THE COMPANY. EACH
PROSPECTIVE INVESTOR SHOULD, PRIOR TO PURCHASE, CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, AS WELL AS ALL OTHER INFORMATION SET FORTH ELSEWHERE IN
THIS PROSPECTUS.
Risk Factors Relating to Business of the Company
1. History of Losses. The net losses of the Company for the last
several years have been substantial. No assurance can be given that the
Company will ultimately prove to be profitable.
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<PAGE> 12
2. New Line of Business. The Company had been engaged in the
business of developing and marketing consumer health care products and
operating an environmental remediation business. The Company's management has
had limited experience in operating RV parks and campgrounds.
3. Limited Capital. The Company is only nominally capitalized
and will be required to seek additional financing for its current needs as well
as the expansion plans of the Company.
4. Scarcity of and Competition for Business Opportunities. The
Company has, over the years sought to acquire various businesses and will
likely continue to seek other business opportunities. The Company is and will
continue to be an insignificant participant in the business of seeking business
opportunities, as the Company competes with a large number of established and
well-financed entities for merger and acquisition candidates. Nearly all such
entities have significantly greater financial resources, technical expertise
and managerial capabilities than the Company and, consequently, the Company
will be at a competitive disadvantage in identifying suitable merger or
acquisition candidates and successfully concluding such proposed mergers or
acquisitions.
5. Change in Control and Management. The current acquisition by
the Company of Treasure Rockhound resulted in a change in the control of the
Company. The successful completion of additional mergers or acquisitions may
result in similar changes of control of the Company. This could result from
the issuance of a large percentage of the Company's authorized common stock or
the sale by Technology Holdings of all or a portion of its stock or a
combination of both. Any such change in control may also result in the
resignation or removal of the Company's present officers and directors, as was
the case with the Company's acquisition of Treasure Rockhound. There can be no
assurance given as to the experience or qualification of the current management
team running the Company as a result of the Treasure Rockhound acquisition nor
can there be any assurance that future management teams that run the Company as
a result of an acquisition will be successful.
6. Conflicts of Interest - General. Richard J. Diamond and
Donald R. Mastropietro, officers and directors of the Company are currently
officers, directors, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. Thus, there exists potential conflicts of
interest including, among other things, time, effort and corporate opportunity,
involved in participation with such other business entities.
7. Control by Existing Shareholder. Technology Holdings controls
52% of the voting common stock of the Company after giving effect to the
Company's acquisition of Treasure Rockhound. In that the Company's Certificate
of Incorporation does not provide for cumulative voting by shareholders of
their outstanding common stock, the minority shareholders of the Company will
be unable to independently elect a member to the Company's Board of Directors
or initiate corporate action or policy.
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<PAGE> 13
8. No Assurance of Public Market for the Company's Securities.
There is a limited public market for securities of the Company and no assurance
can be give that it will continue. Purchasers of the Company's securities may,
therefore, have difficulty in selling such securities should they desire to do
so.
9. Sale of Company's Securities May Be Subject to Sales Practice
Requirements on Broker-Dealers. Due to fact that there is the possibility that
shares of the Company's common stock may no longer trade on NASDAQ, the
Company's shares may be covered by a Securities and Exchange Commission Rule
that imposes additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by
the Rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the Rule may affect the ability of
shareholders of the Company to sell their shares in the secondary market.
10. Shares Eligible for Future Sale. The Shares held by Treasure
Rockhound and other shareholders are "restricted securities" and under certain
circumstances may in the future be sold in compliance with Rule 144 adopted
under the Securities Act of 1933, as amended. Future sales of those shares
under Rule 144 could depress the market price of the Company's common stock in
any market which may exist at that time. In addition to sales under Rule 144,
such shares may also be sold pursuant to a registration statement or in private
transactions where the purchaser acquires restricted stock, again, possibly
having a depressing effect on the market share of the Company's common stock.
11. Public Will Bear Risk of Loss. Public investors will bear the
vast majority of the risk of the Company's operations.
12. Dividends. No cash dividend has been paid on the common stock
since inception and none is contemplated at any time in the foreseeable future.
13. Market Price. There is no direct relationship between the
market price of the shares of the Company's common stock and the assets, book
value, lack of earnings, shareholders' equity or any other recognized criterion
of value.
14. Issuance of Shares in Treasure Rockhound Merger or
Acquisition. The Certificate of Incorporation of the Company authorizes the
issuance of a maximum of 45,000,000 shares of Common Stock, $.16 par value.
The shares issued to Technology Holdings in connection with the acquisition of
Treasure Rockhound Ranches, Inc. was done without shareholder approval and
resulted in substantial dilution in the percentage of the Company's common
stock held by the Company's then existing shareholders.
15. Preferred Stock. The Company is authorized to issue 1,250,000
shares of Preferred Stock, no par value. The Preferred Stock may be issued in
series from time to time with
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<PAGE> 14
such designation, rights, preferences and limitations as the Directors of the
Company may determine by resolution. The potential exists, therefore, that
preferred stock might be issued which would grant dividend preferences and
liquidation preferences to preferred shareholders over common shareholders.
As of the date of this Prospectus, no Preferred Stock has been issued. Unless
the nature of a particular transaction and applicable statutes require such
approval, the Directors have the authority to issue these shares without
shareholder approval. The issuance of Preferred Stock may have the affect of
delaying or preventing a change in control of the Company without any further
action by shareholders. As of April 30, 1996, no preferred shares were issued
and outstanding. During the nine month period ended January 31, 1997, the
Company's Board of Directors approved the issuance of 1,000,000 preferred
shares. As of January 31, 1997, no preferred shares had been issued.
Series A Preferred Stock - The Board of Directors has established this
series with 1,250,000 shares authorized, no par value.
The Series A Preferred Stock has no voting rights except as provided by
operation of law, is not convertible into common stock., and shall not bear
dividends.
On February 21, 1997 Advantage Life sold 1,000,000 shares of Series A Preferred
Stock to Advantage Holdings, Inc., an unrelated entity, owned by Advantage
Life's former President and Chairman of the Board, Alan Lipstein, in exchange
for a promissory note totaling $1,000,000 the principal of which is payable in
three equal annual installments beginning February 22, 1998. Interest, at an
annual rate of 8%, shall be payable on the outstanding principal balance of the
promissory note on a quarterly basis, and the preferred shares shall be held by
Advantage Life as collateral for the transaction. Advantage Holdings, Inc.
also has an option to acquire an additional 4,000,000 shares of Series A
Preferred Stock for a purchase price of $1.00 per share upon an increase of
Advantage Life's authorized preferred stock from 1,250,000 to 25,000,000
authorized preferred shares.
16. Legal Matters. Currently, Advantage Life is party to several
legal actions. For a complete description of these matters, please refer to the
Company's Form 10QSB for quarter ended January 31, 1997, and the Company's Form
10KSB/A for year ended April 30, 1996.
USE OF PROCEEDS
The offering and sale of the Company's shares pursuant to the Plan
will not generate cash proceeds to the Company. The net proceeds from the sale
of the Shares of common stock reofferred and sold by the Selling Security
Holders will be received only by the Selling Security Holders.
DETERMINATION OF OFFERING PRICE
Although the Company has no control over the price at which the
Selling Security Holders are offering their shares to the public, or over the
manner in which they offer and sell the Shares,
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<PAGE> 15
it is anticipated that the Selling Security Holders will offer their shares at
a price approximating their current market value at the time of sale.
SELLING SECURITY HOLDERS
The Selling Security Holders are offering 250,000 shares of the
Company's issued and outstanding common stock. The Company is not involved in
the distribution of the securities owned by the Selling Security Holders.
Rather, offers and sales will be made by the Selling Security Holders directly
or through one or more securities dealers in over-the-counter or privately
negotiated transactions. Shares sold in over-the-counter transactions will be
sold at current market prices at the time of sale and any shares sold in
private transactions will be sold at prices acceptable to the buyer and seller.
The Selling Security Holders will receive the entire proceeds from the sale of
their shares, less any commissions paid to dealers for executing such sales.
The Company will not receive any funds from the sales by the Selling Security
Holders.
SCHEDULE OF SELLING SECURITY HOLDERS
<TABLE>
<CAPTION>
Total Amount and
Position or Total Shares Percentage
Name Affiliation Shares Held Offered After Sale
---- ----------- ----------- ------- ----------
<S> <C> <C> <C> <C>
Richard J. Diamond Chief Executive 45,000 45,000 -0-
Officer, President
& Director
Donald R. Mastropietro Chief Financial 45,000 45,000 -0-
Officer, Secretary,
Treasurer &
Director
D. Jerry Diamond Former Employee 101,392 101,392 -0-
Teresa B. Fannin Former Employee 43,391 43,391 -0-
Ricky A. Howe Former Employee 15,217 15,217 -0-
</TABLE>
PLAN OF DISTRIBUTION
The shares offered by this Reoffer Prospectus were previously offered
and issued to the Selling Security Holders pursuant to the June 1997
Officer/Consultant Benefit Plan (the "Plan"). The Company established the Plan
for the purpose of offering and issuing shares of its common stock to certain
of its officers, directors, former employees, advisors or consultants in lieu
of paying them cash compensation. The Selling Security Holders acquired the
Shares under the Plan and are now offering the Shares for resale; however, the
Selling Security Holders, as holders of "restricted securities", as that quoted
term is defined in General Instruction C.1 to Form S-8, are subject to the
volume limitations set forth in Rule 144(e). In general, the volume
limitations set forth in Rule 144(e) dictate that the amount of Shares acquired
by each Selling Security Holder
9
<PAGE> 16
as compensation for services may be reofferred and sold by the Selling Security
Holder, or any person with whom the Selling Security Holder is acting in
concert for the purpose of selling securities of the Company, only in amounts
not to exceed, during any three month period, 1% of the shares of Company
common stock outstanding as shown by the most recent report or statement
published by the Company (except that no Selling Security Holder may rely upon
the number of outstanding shares reflected in any such recent report if he
knows or has reason to know the same to be inaccurate). Sales will be made by
the Selling Security Holders directly or through one or more securities dealers
in over-the-counter or privately negotiated transactions. Shares sold in
over-the-counter transactions will be sold at then current market prices.
Shares sold in privately negotiated transactions will be sold at prices
acceptable to buyer and seller. The Selling Security Holders will receive the
entire proceeds from the sale of their shares, less any commissions paid to
dealers for executing such sales. The Company will not receive any funds from
the sales by the Selling Security Holders.
DESCRIPTION OF SECURITIES OFFERED
The securities to be offered pursuant to this Reoffer Prospectus
consist of 250,000 shares of the Company's common stock. The Company has
45,000,000 authorized shares of common stock, $.16 par value per share. Each
share of common stock is entitled to share pro rata in dividends and
distributions, if any, with respect to the common stock when, as and if
declared by the Board of Directors from funds legally available therefor.
Holders of shares of common stock do not have any preemptive rights to
subscribe to additional securities of the Company. Upon liquidation,
dissolution or winding up of the Company, each share of the common stock is
entitled to share ratably in the amount available for distribution to holders
of common stock. All shares of common stock outstanding are fully-paid and
nonassessable and the common stock offered pursuant to this registration
statement, upon payment therefor, will be fully-paid and nonassessable and not
subject to conversion, redemption or sinking fund provisions.
Each stockholder is entitled to one vote for each share of common
stock held. There is no right to cumulative voting for the election of
directors. This means that holders of greater than fifty percent of the shares
voting for the election of directors can elect all of the directors if they
choose to do so, and in such event, the holders of less than fifty percent of
the shares voting for the election of directors will not be able to elect any
person or persons to the Board of Directors.
EXPERTS
The financial statements of the Company incorporated in this Reoffer
Prospectus by reference to the Company's Annual Report on Form 10-KSB for the
year ended April 30, 1996 have been so incorporated in reliance on the report
of Guida & Jimenez, C.P.A.'s, independent certified public accountants, upon
the authority of such firm as experts in auditing and accounting.
10
<PAGE> 17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Corporation
with the Commission (File No. 0-17414) pursuant to Section 13 of the Exchange
Act, are hereby incorporated by reference in this Reoffer Prospectus:
(a) The Company's Annual Report on Form 10-KSB/A for the year
ended April 30, 1996, filed pursuant to Section 13(a) of the
Exchange Act, and containing audited financial statements for
that periods filed pursuant to Section 13(a) of the Exchange
Act
(b) Quarterly Report on Form 10-QSB for the quarter ended January
31, 1997;
(c) Current Report on Form 8-K for events occurring on February
21, 1997;
(d) Current Report on Form 8-K/A for events occurring on February
21, 1997; and
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Reoffer Prospectus and
prior to the termination of the offering of the Shares offered hereby shall be
deemed to be incorporated by reference in this Reoffer Prospectus and to be a
part hereof from the date of filing of such documents.
The Company will file, during any period in which offers or sales are
being made hereby, a post-effective amendment to its registration statement on
Form S-8 in order to reflect any facts or events arising after the effective
date of the registration statement (or 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 and to
reflect 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. No such post-effective
amendment to the registration statement will be filed if the changed facts,
events or material information necessitating such post-effective amendment are
contained in periodic reports filed by the Company pursuant to Section 13 of
the Exchange Act and incorporated by reference herein. Further, the Company
will 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. For purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment of 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.
The Company will provide without charge to each person to whom this
Reoffer Prospectus is delivered, upon written or oral request of such person, a
copy (without exhibits other than exhibits specifically incorporated by
reference) of any or all documents incorporated by reference into this Reoffer
Prospectus. Requests for such copies should be made to the Company, 1509 S.
Florida Ave., Suite 3, Lakeland, Florida 33803 (tel. (941) 686-2621).
11
<PAGE> 18
INDEMNIFICATION FOR SECURITIES ACT AND LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 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.
12
<PAGE> 1
EXHIBIT 10.1
ADVANTAGE LIFE PRODUCTS, INC.
1509 S. FLORIDA AVE. SUITE 3
LAKELAND, FLORIDA 33803
(941)686-2621
June 11, 1997
Richard J. Diamond
1126 Lake Point Dr.
Lakeland, Florida 33803
Re: Payment of Compensation Owed to you by Advantage Life Products, Inc.
Mr. Diamond,
The purpose of this letter is to confirm Advantage Life Products, Inc.'s (the
"Company") agreement with you regarding payment of amounts owed you for
compensation during your employment by the Company or its subsidiaries.
It is the Company's intention to immediately file a Form S-8 with the
Securities and Exchange Commission, and to include the shares of the Company's
common stock being transferred to you pursuant to this agreement in that
filing. The Company is issuing you 45,000 shares of its common stock, as
payment for compensation owed to you. This transfer relieves the Company of its
obligation to pay you $103,500.00 for services previously rendered, or to be
rendered by you to the Company and/or its subsidiaries.
Please sign, date and immediately return this letter to my attention if this
form of payment is acceptable.
Sincerely,
/s/ Donald R. Mastropietro
- -----------------------------
Donald R. Mastropietro
Chief Financial Officer &
Vice President of Finance
Signed and Accepted:
By: /s/ Richard J. Diamond
-------------------------
Richard J. Diamond
Date: June 11, 1997
<PAGE> 1
EXHIBIT 10.2
ADVANTAGE LIFE PRODUCTS, INC.
1509 S. FLORIDA AVE. SUITE 3
LAKELAND, FLORIDA 33803
(941)686-2621
June 11, 1997
Donald R. Mastropietro
4827 Highlands Place Drive
Lakeland, Florida 33813
Re: Payment of Compensation Owed to you by Advantage Life Products, Inc.
Mr. Mastropietro,
The purpose of this letter is to confirm Advantage Life Products, Inc.'s (the
"Company") agreement with you regarding payment of amounts owed you for
compensation during your employment by the Company or its subsidiaries.
It is the Company's intention to immediately file a Form S-8 with the
Securities and Exchange Commission, and to include the shares of the Company's
common stock being transferred to you pursuant to this agreement in that
filing. The Company is issuing you 45,000 shares of its common stock, as
payment for compensation owed to you. This transfer relieves the Company of its
obligation to pay you $103,500.00 for services previously rendered by you to
the Company and/or its subsidiaries.
Please sign, date and immediately return this letter to my attention if this
form of payment is acceptable.
Sincerely,
/s/ Richard J. Diamond
- -----------------------------
Richard J. Diamond
Chief Executive Officer
Signed and Accepted:
By: /s/ Donald R. Mastropietro
---------------------------
Donald R. Mastropietro
Date: June 11, 1997
<PAGE> 1
EXHIBIT 10.3
ADVANTAGE LIFE PRODUCTS, INC.
1509 S. FLORIDA AVE. SUITE 3
LAKELAND, FLORIDA 33803
(941)686-2621
June 11, 1997
Teresa B. Fannin
1123 Sandpiper Ct.
Lakeland, Florida 33813
Re: Payment of Compensation Owed to you by Advantage Life Products, Inc.
Ms. Fannin,
The purpose of this letter is to confirm Advantage Life Products, Inc.'s (the
"Company") agreement with you regarding payment of amounts owed you for
compensation during your employment by the Company or its subsidiaries.
It is the Company's intention to immediately file a Form S-8 with the
Securities and Exchange Commission, and to include the shares of the Company's
common stock being transferred to you pursuant to this agreement in that
filing. The Company is issuing you 43,391 shares of its common stock, as
payment in full for compensation owed to you. This transfer relieves the
Company of its obligation to pay you $99,800 for services previously rendered
by you to the Company and/or its subsidiaries.
Please sign, date and immediately return this letter to my attention if this
form of payment is acceptable.
Sincerely,
/s/ Donald R. Mastropietro
- -----------------------------
Donald R. Mastropietro
Chief Financial Officer &
Vice President of Finance
Signed and Accepted:
By: /s/ Teresa B. Fannin
-------------------------
Teresa B. Fannin
Date: June 11, 1997
<PAGE> 1
EXHIBIT 10.4
ADVANTAGE LIFE PRODUCTS, INC.
1509 S. FLORIDA AVE. SUITE 3
LAKELAND, FLORIDA 33803
(941)686-2621
June 11, 1997
D. Jerry Diamond
P.O. Box 5713
Lakeland, Florida 33807
Re: Payment of Compensation Owed to you by Advantage Life Products, Inc.
Mr. Diamond,
The purpose of this letter is to confirm Advantage Life Products, Inc.'s (the
"Company") agreement with you regarding payment of amounts owed you for
compensation during your employment by the Company or its subsidiaries.
It is the Company's intention to immediately file a Form S-8 with the
Securities and Exchange Commission, and to include the shares of the Company's
common stock being transferred to you pursuant to this agreement in that
filing. The Company is issuing you 101,392 shares of its common stock, as
payment in full for compensation owed to you. This transfer relieves the
Company of its obligation to pay you $233,202 for services previously rendered
by you to the Company and/or its subsidiaries.
Please sign, date and immediately return this letter to my attention if this
form of payment is acceptable.
Sincerely,
/s/ Donald R. Mastropietro
- -----------------------------
Donald R. Mastropietro
Chief Financial Officer &
Vice President of Finance
Signed and Accepted:
By: /s/ D. Jerry Diamond
-------------------------
D. Jerry Diamond
Date: June 11, 1997
<PAGE> 1
EXHIBIT 10.5
ADVANTAGE LIFE PRODUCTS, INC.
1509 S. FLORIDA AVE. SUITE 3
LAKELAND, FLORIDA 33803
(941)686-2621
June 11, 1997
Ricky A. Howe
4201 Meadow Hill Dr.
Tampa, Florida 33624
Re: Payment of Compensation Owed to you by Advantage Life Products, Inc.
Mr. Howe,
The purpose of this letter is to confirm Advantage Life Products, Inc.'s (the
"Company") agreement with you regarding payment of amounts owed you for
compensation during your employment by the Company or its subsidiaries.
It is the Company's intention to immediately file a Form S-8 with the
Securities and Exchange Commission, and to include the shares of the Company's
common stock being transferred to you pursuant to this agreement in that
filing. The Company is issuing you 15,217 shares of its common stock, as
payment in full for compensation owed to you. This transfer relieves the
Company of its obligation to pay you $35,000 for services previously rendered
by you to the Company and/or its subsidiaries.
Please sign, date and immediately return this letter to my attention if this
form of payment is acceptable.
Sincerely,
/s/ Donald R. Mastropietro
- -----------------------------
Donald R. Mastropietro
Chief Financial Officer &
Vice President of Finance
Signed and Accepted:
By: /s/ Ricky A. Howe
-------------------------
Ricky A. Howe
Date: June 11, 1997
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
In connection with the foregoing Registration Statement of Advantage Life
Products, Inc. on Form S-8 dated June 12, 1997, to be filed with the U.S.
Securities and Exchange Commission, we hereby consent to the incorporation by
reference herein to our report on Advantage Life Products, Inc., dated December
18, 1996, which appears in the Company's Annual Report, Form 10KSB/A, for the
year ended April 30, 1996, as amended.
Tampa, Florida
June 12, 1997
/s/ Guida & Jimenez, P.A.
- -------------------------
Guida & Jimenez, P.A.
