<PAGE>
As filed with the Securities and Exchange Commission on December 12, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VITAFORT INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 68-0110509
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1800 AVENUE OF THE STARS, SUITE 480
LOS ANGELES, CALIFORNIA 90067
(Address of principal executive offices) (Zip Code)
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
CONSULTING AGREEMENT BETWEEN THE REGISRANT AND CHRIS MEYER
CUNSULTING AGREEMENT BETWEEN THE REGISTRANT AND ANDREW HARRISON
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND BRUCE BARREN
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND SCOTT SANDERS
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND THOMAS R. MYERS
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND TERRY KNABE
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND LEE SACKS
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ALLAN ZACKLER
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JEFF KOSSACK
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND RICHARD SCHUSTER
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ARNOLD PLOSKIN
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CARRINGTON GARRETT
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND KARYNE BOZARJIAN
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND PETER RICH
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND THEO BRADFORD
(Full title of the plans)
MR. MARK BEYCHOK, PRESIDENT
VITAFORT INTERNATIONAL CORPORATION
1800 AVENUE OF THE STARS, SUITE 1114
LOS ANGELES, CALIFORNIA 90067
(Name and address of agent for service)
(310) 552-6393
Telephone number, including area code, of agent for service
<PAGE>
Copy to:
FRANK J. HARITON, ESQ.
485 MADISON AVENUE-9TH FLOOR
NEW YORK, NEW YORK 10022
(212) 752-7200
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to Amount to be Price Aggregate Registration
be registered Registered Per Share* Offering Price* Fee**
- -------------------------------------------------------------------------------
Common Stock,
par value
$.0001 per
share 375,000 $1.405 $526,875 $181.68
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
* Based upon the average of the bid and asked prices of the Registrant's
Common Stock as reflected on the Electronic Bulletin Board on December 6, 1996
in the case of per share data and based upon the aggregate of the foregoing
stock price in the case of aggregate data.
** Calculated pursuant to Rule 457(h).
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) Vitafort International Corporation's (the "Company") Annual Report on Form
10-KSB for the year ended December 31, 1995, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996, filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(c) The Company's Current Reports on Form 8-K, dated May 2, 1996 and August 15,
1996, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document referred to in (a)
above.
(e) The Prospectus of the Company filed by the Company on December 19, 1989
which contains a description of the Company's Common Stock.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all such securities then unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Frank J. Hariton, Esq. owns: (i) 7,977 shares of the Company's common
stock; (ii) 800 of the Company's redeemable warrants; (iii) 3,333 common stock
purchase options exercisable at $4.50 and; (iv) 3,333 common stock purchase
options exercisable at $6.00.
Item 6. Indemnification of Directors and Officers.
Article Seventh of the Company's Certificate of Incorporation provides for
indemnification of the Company's officers and directors to the fullest extent
permitted under the General Corporation Law of the State of Delaware ("DGCL").
II-1
<PAGE>
SECTION 145 of the DGCL, as amended, applies to the Company and the
relevant portion of the DGCL provides as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) A corporation may 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, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding 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, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) A corporation may 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, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise 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 and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
II-2
<PAGE>
(c) To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b)
of this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections
of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
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
II-3
<PAGE>
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officer and employees or agents, so that any person who is
or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(i) For purpose of this section, references to "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be
in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
The Company maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries, insuring such
persons against certain liabilities, including liabilities arising under the
securities laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable. Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.
II-4
<PAGE>
Item 7. Exemption from Registration Claimed.
No "restricted securities," as defined in the instructions to Form S-8, are
being offered hereby.
Item 8. Exhibits.
4.l - Certificate of Incorporation of Registrant*
4.2 - By-laws of Registrant*
4.3 - Agreement and Plan of Merger between the Registrant and Vitafort
International Corporation, a California corporation*
4.4 - Certificate of Designation - Series A Preferred Stock**
4.5 - Certificate of Designation - Series B Preferred Stock**
4.6 - Certificate of Amendment to the Certificate of Incorporation,
November 1991**
4.7 - Certificate of Designation - Series C Preferred Stock**
4.8 - Certificate of Amendment to the Certificate of Incorporation, filed
February 8, 1994***
4.9 - Certificate of Designation - Series D Preferred Stock***
4.10 - Certificate of Amendment to the Certificate of Incorporation, filed
November 1995 ****
4.11 - Specimen Stock Certificate*
4.12 - Specimen Redeemable Common Stock Purchase Warrant*
4.13 - Form of Warrant Agreement*
4.14 - Warrant Extension Agreement, December 18, 1992**
4.15 - Warrant Extension Agreement, December 18, 1994***
4.16 - Warrant Extension Agreement, January 18, 1995***
4.17 - Warrant Extension Agreement, April 3, 1995***
4.18 - Warrant Extension Agreement, May 3, 1995****
4.19 - Warrant Extension Agreement, June 15, 1995 ****
II-5
<PAGE>
4.20 - Warrant Extension Agreement, July 17, 1995 ****
4.21 - Warrant Extension Agreement, August 16, 1995****
4.22 - Warrant Extension Agreement, December 31, 1995 ****
4.23 - Warrant Extension Agreement, April 30, 1996 *****
4.24 - Certificate of Elimination for Series A Preferred Stock, April 26,
1996*****
4.25 - Certificate of Elimination for Series D Preferred Stock, May 6,
1996*****
4.26 - Warrant Extension Agreement, July 31, 1996
4.27 - Warrant Extension Agreement, September 30, 1996
4.28 - Warrant Extension Agreement, November 11, 1996
4.29 - Certificate of Amendment to the Certificate of Incorporation, dated
October 4, 1996
5.01 - Opinion of Frank J. Hariton, Esq..
23.01 - Consent of Frank J. Hariton, Esq. (included in Exhibit 5.01).
23.02 - Consent of KMPG Peat Marwick LLP, Independent Certified Public
Accountants.
24.01 - Power of Attorney (contained on signature page)
99.01 - Consulting Agreement between the Registrant and Robert Luke
99.02 - Consulting Agreement between the Registrant and Chris Meyer
99.03 - Consulting Agreement between the Registrant and Andrew Harrison
99.04 - Consulting Agreement between the Registrant and Bruce Barren
99.05 - Consulting Agreement between the Registrant and Joff Pollon
99.06 - Consulting Agreement between the Registrant and Scott Sanders
99.07 - Consulting Agreement between the Registrant and Thomas R Myers
99.08 - Consulting Agreement between the Registrant and Terry Knabe
99.09 - Consulting Agreement between the Registrant and Lee Sacks
II-6
<PAGE>
99.10 - Consulting Agreement between the Registrant and Allan Zackler
99.11 - Consulting Agreement between the Registrant and Jeff Kossack
99.12 - Consulting Agreement between the Registrant and Arnold Poloskin
99.13 - Consulting Agreement between the Registrant and Richard Schuster
99.14 - Consulting Agreement between the Registrant and Carrington Garrett
99.15 - Consulting Agreement between the Registrant and Karyne Bozarjian
99.16 - Consulting Agreement between the Registrant and Peter Rich
99.17 - Consulting Agreement between the Registrant and Theo Bradford
* Incorporated by reference to the exhibits to the Registrant's Registration
Statement on Form S-18, File Number 33-31883.
** Incorporated by reference to the exhibits to the Registrant's Form 10-KSB
for the year ended December 31, 1993.
*** Incorporated by reference to the exhibits to the Registrant's Form 10-KSB
for the year ended December 31, 1994.
**** Incorporated by reference to the Exhibits to the Registrant's Registration
Statement on Form S-8 dated January 16, 1996.
*****Incorporated by reference to the Exhibits to the Registrant's
Registration Statement on Form S-8 dated May 22, 1996.
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To 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.
II-7
<PAGE>
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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.
(c) Insofar as indemnification for liabilities arising under 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 Company of expenses paid or incurred
by a director, officer or controlling person of the Company 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 Company 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.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Los Angeles
and State of California, on the 9th day of December , 1996.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ Mark Beychok
-------------------------
Mark Beychok, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark Beychok and Sheldon Schrager, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes may lawfully 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 by the following persons in the
capacities and on the dates indicated:
Director, Chief Operating
Officer and President
(Principal Executive, Accounting
and Financial Officer)
/s/ Mark Beychok December 9, 1996
- --------------------
Mark Beychok
Chairman of the Board and
a Director
/s/ Sheldon Schrager December 9, 1996
- ---------------------
Sheldon Schrager
/s/Stanley J. Pasarell Director December 9, 1996
- ----------------------
Stanley J. Pasarell
/s/ Donald Wohl Director December 9, 1996
- ----------------------
Donald Wohl
II-9
<PAGE>
EXHIBIT 4.26
ELEVENTH EXTENSION AGREEMENT
ELEVENTH EXTENSION AGREEMENT, dated as of July 31, 1996, by and between
VITAFORT INTERNATIONAL CORPORATION, a Delaware corporation, and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY.
WHEREAS, the parties hereto are the parties to a Warrant Agency
Agreement (the Warrant Agency Agreement"), dated as of December 19, 1989, as
amended by an Extension Agreement (the "Extension Agreement"), dated as of
December 18, 1992, as further amended by a Second Extension Agreement (the
"Second Extension Agreement"), dated as of December 18, 1994, as further
amended by a Third Extension Agreement, dated as of January 18, 1995 (the
"Third Extension Agreement"), as further amended by a Fourth Extension
Agreement, dated as of April 3, 1995 (the "Fourth Extension Agreement"), as
further extended by a Fifth Extension Agreement, dated as of May 3, 1995 (the
"Fifth Extension Agreement"), as further extended by a Sixth Extension
Agreement, dated as of June 15, 1995, as further extended by a Seventh
Extension Agreement, dated as of July 17, 1995 (the "Seventh Extension
Agreement), as further extended by an Eighth Extension Agreement, dated as
of August 16, 1995 (the "Eighth Extension Agreement"), as further extended by
a Ninth Extension Agreement, dated as of December 31, 1995 (the "Ninth
Extension Agreement"), and asa further extende by a Tenthj Extension
Agreement, dated as of April 30, 1996 (the "Tenth Extension Agreement") (the
Warrant Agency Agreement, the Extension Agreement, the Second Extension
Agreement, the Third Extension Agreement, the Fourth Extension Agreement, the
Fifth Extension Agreement, the Sixth Extension Agreement, the Seventh
Extension Agreement, the Eighth Extension Agreement, the Ninth Extension
Agreement, and the Tenth Extension Agreement are collectively referred to as
the "Amended Warrant Agency Agreement") and now desire to further amend the
same;
NOW, THEREFORE, it is agreed as follows:
1. All defined terms shall have the meaning given them in the Amended
Warrant Agency Agreement unless otherwise defined herein.
<PAGE>
2. Section 5 of the Warrant Agency Agreement is amended to provide that
the period during which the Warrants may be exercised shall expire at 5:00 P.M.
New York City Time on
September 30, 1996. The period from August 1, 1996 to September 30, 1996 shall
be referred to as the Eleventh Extension Period. The Warrant Agent is
authorized to affix a stamp to certificates for the Warrants indicating the
Eleventh Extension Period.
3. The Warrant Price during the Eleventh Extension Period shall be $2.375,
subject to adjustment as set forth in Section 4 of the Extension Agreement.
4. This Eleventh Extension Agreement may only be changed by an instrument
in writing executed by the parties hereto. This Eleventh Extension Agreement
shall be governed by the laws of the State of New York as they are applied to
contracts to be performed entirely within the State of New York.
5. Except as specifically amended hereby the Amended Warrant Agency
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above written.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ Mark Beychok
--------------------------------------------
Mark Beychok, President and Chief
Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Steven Nelson
--------------------------------------------
Steven Nelson, Chairman
<PAGE>
EXHIBIT 4.27
TWELFTH EXTENSION AGREEMENT
TWELFTH EXTENSION AGREEMENT, dated as of September 30, 1996, by and between
VITAFORT INTERNATIONAL CORPORATION, a Delaware corporation, and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY.
WHEREAS, the parties hereto are the parties to a Warrant Agency Agreement
(the Warrant Agency Agreement"), dated as of December 19, 1989, as amended by an
Extension Agreement (the "Extension Agreement"), dated as of December 18, 1992,
as further amended by a Second Extension Agreement (the "Second Extension
Agreement"), dated as of December 18, 1994, as further amended by a Third
Extension Agreement, dated as of January 18, 1995 (the "Third Extension
Agreement"), as further amended by a Fourth Extension Agreement, dated as of
April 3, 1995 (the "Fourth Extension Agreement"), as further extended by a Fifth
Extension Agreement, dated as of May 3, 1995 (the "Fifth Extension Agreement"),
as further extended by a Sixth Extension Agreement, dated as of June 15, 1995,
as further extended by a Seventh Extension Agreement, dated as of July 17, 1995
(the "Seventh Extension Agreement), as further extended by an Eighth Extension
Agreement, dated as of August 16, 1995 (the "Eighth Extension Agreement"), as
further extended by a Ninth Extension Agreement, dated as of December 31, 1995
(the "Ninth Extension Agreement"), as further extended by a Tenth Extension
Agreement, dated as of April 30, 1996 (the "Tenth Extension Agreement") and as
further extended by an Eleventh Extension Agreement, dated as of September 30,
1996 (the "Eleventh Extension Agreement") (the Warrant Agency Agreement, the
Extension Agreement, the Second Extension Agreement, the Third Extension
Agreement, the Fourth Extension Agreement, the Fifth Extension Agreement, the
Sixth Extension Agreement, the Seventh Extension Agreement, the Eighth Extension
Agreement, the Ninth Extension Agreement, the Tenth Extension Agreement and the
Eleventh Extension Agreement are collectively referred to as the "Amended
Warrant Agency Agreement") and now desire to further amend the same;
NOW, THEREFORE, it is agreed as follows:
<PAGE>
1. All defined terms shall have the meaning given them in the Amended
Warrant Agency Agreement unless otherwise defined herein.
2. Section 5 of the Warrant Agency Agreement is amended to provide that
the period during which the Warrants may be exercised shall expire at 5:00 P.M.
New York City Time on November 15, 1996. The period from October 1, 1996 to
November 15, 1996 shall be referred to as the Twelfth Extension Period. The
Warrant Agent is authorized to affix a stamp to certificates for the Warrants
indicating the Twelfth Extension Period.
3. The Warrant Price during the Twelfth Extension Period shall be $2.375,
subject to adjustment as set forth in Section 4 of the Extension Agreement.
4. This Twelfth Extension Agreement may only be changed by an instrument
in writing executed by the parties hereto. This Twelfth Extension Agreement
shall be governed by the laws of the State of New York as they are applied to
contracts to be performed entirely within the State of New York.
5. Except as specifically amended hereby the Amended Warrant Agency
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above written.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ Mark Beychok
-------------------------------------------
Mark Beychok, President and Chief
Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Steve Nelson
-----------------------------------------
Steven Nelson, Chairman
- 2 -
<PAGE>
EXHIBIT 4.28
THIRTEENTH EXTENSION AGREEMENT
Thirteenth EXTENSION AGREEMENT, dated as of November 15, 1996, by and
between VITAFORT INTERNATIONAL CORPORATION, a Delaware corporation, and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY.
WHEREAS, the parties hereto are the parties to a Warrant Agency Agreement
(the Warrant Agency Agreement"), dated as of December 19, 1989, as amended by an
Extension Agreement (the "Extension Agreement"), dated as of December 18, 1992,
as further amended by a Second Extension Agreement (the "Second Extension
Agreement"), dated as of December 18, 1994, as further amended by a Third
Extension Agreement, dated as of January 18, 1995 (the "Third Extension
Agreement"), as further amended by a Fourth Extension Agreement, dated as of
April 3, 1995 (the "Fourth Extension Agreement"), as further extended by a Fifth
Extension Agreement, dated as of May 3, 1995 (the "Fifth Extension Agreement"),
as further extended by a Sixth Extension Agreement, dated as of June 15, 1995,
as further extended by a Seventh Extension Agreement, dated as of July 17, 1995
(the "Seventh Extension Agreement), as further extended by an Eighth Extension
Agreement, dated as of August 16, 1995 (the "Eighth Extension Agreement"), as
further extended by a Ninth Extension Agreement, dated as of December 31, 1995
(the "Ninth Extension Agreement"), as further extended by a Tenth Extension
Agreement, dated as of April 30, 1996 (the "Tenth Extension Agreement"), as
further extended by an Eleventh Extension Agreement, dated as of July 31, 1996
(the "Eleventh Extension Agreement") and as further extended by a Twelfth
Extension Agreement, dated as of September 30, 1996 (the "Twelfth Extension
Agreement") (the Warrant Agency Agreement, the Extension Agreement, the Second
Extension Agreement, the Third Extension Agreement, the Fourth Extension
Agreement, the Fifth Extension Agreement, the Sixth Extension Agreement, the
Seventh Extension Agreement, the Eighth Extension Agreement, the Ninth Extension
Agreement, the Tenth Extension Agreement, the Eleventh Extension Agreement and
the Twelfth Extension Agreement are collectively referred to as the "Amended
Warrant Agency Agreement") and now desire to further amend the same;
NOW, THEREFORE, it is agreed as follows:
1. All defined terms shall have the meaning given them in the Amended
Warrant Agency Agreement unless otherwise defined herein.
<PAGE>
2. Section 5 of the Warrant Agency Agreement is amended to provide that
the period during which the Warrants may be exercised shall expire at 5:00 P.M.
New York City Time on
April 15, 1997. The period from November 15, 1996 to April 15, 1997 shall be
referred to as the Thirteenth Extension Period. The Warrant Agent is authorized
to affix a stamp to certificates for the Warrants indicating the Thirteenth
Extension Period.
3. The Warrant Price during the Thirteenth Extension Period shall be
$2.375, subject to adjustment as set forth in Section 4 of the Extension
Agreement. (The parties acknowledge that due to a reverse stock split effected
October 4, 1996, the exercise price of the Warrants is $47.50 per share.)
4. This Thriteenth Extension Agreement may only be changed by an
instrument in writing executed by the parties hereto. This Thirteenth Extension
Agreement shall be governed by the laws of the State of New York as they are
applied to contracts to be performed entirely within the State of New York.
5. Except as specifically amended hereby the Amended Warrant Agency
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above written.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ Mark Beychok
-----------------------------------------------
Mark Beychok, President and Chief
Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Steven Nelson
----------------------------------------------
Steven Nelson, Chairman
- 2 -
<PAGE>
EXHIBIT 4.29
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
VITAFORT INTERNATIONAL CORPORATION
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
VITAFORT INTERNATIONAL CORPORATION, a Delaware
corporation (the "Corporation"), hereby certifies as follows:
FIRST: The amendment to the Certificate of Incorporation to be
effected hereby is as follows:
Paragraph 4 of the Certificate of Incorporation, relating to the
authorized capital stock of the Corporation, is hereby amended to read as
follows:
4. The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 9,500,000, of which
500,000 shall be Preferred Stock, par value $.01 per share and
9,000,000 shall be Common Stock, par value $.0001 per share ("Common
Stock"), and the voting power, designations, preferences and relative
participating option or other special qualifications, limitations or
restrictions thereof are set forth hereinafter. Each one (1) share of
Common Stock issued and outstanding at 5:00 PM Eastern Daylight Time
on October 4, 1996 is automatically changed, without further action,
into one twentieth (1/20) of a fully paid and non-assessable share of
the Common Stock, provided that no fractional shares shall be issued
pursuant to such change. All fractional shares below fifty hundredths
(.50) shall be disregarded and all fractional shares of fifty
hundredths (.50) or greater shall be rounded up to the next highest
whole number.
1. PREFERRED STOCK
(a) The Preferred Stock may be issued in one or more series, each of
which shall be distinctively designated, shall rank equally and shall
be identical in all respects except as otherwise provided in
subsection 1(b) of this Section 4.
(b) Authority is hereby vested in the Board of Directors to issue
from time to time the Preferred Stock of any series and to state in
the resolution or resolutions providing for the issuance of shares of
any series the voting powers, if any, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions of such series to the
full extent now or hereafter permitted by the law of
<PAGE>
the State of Delaware in respect of the matters set forth in the
following clauses (I) to (viii) inclusive;
(i) the number of shares to constitute such series, and the
distinctive designations thereof;
(ii) the voting powers, full or limited, if any, of such series;
(iii) the rate of dividends payable on shares of such series,
the conditions on which and the times when such dividends are
payable, the preference to, or the relation to, the payment of
the dividends payable on any other class, classes or series of
stock, whether cumulative or non-cumulative and, if cumulative,
the date from which dividends on shares of such series shall be
cumulative;
(iv) the redemption price or prices, if any, and the terms and
conditions on which shares of such series shall be redeemable;
(v) the requirement of any sinking fund or funds to be applied
to the purchase or redemption of shares of such series and, if
so, the amount of such fund or funds and the manner of
application;
(vi) the rights of shares of such series upon the liquidation,
dissolution or winding up of, or upon any distribution of the
assets of, the Corporation;
(vii) the rights, if any, of the holders of shares of such
series to convert such shares into, or to exchange such shares
for, shares of any other class, classes or series of stock and
the price or prices or the rates of exchange and the adjustments
at which such shares shall be convertible or exchangeable, and
any other terms and conditions of such conversion or exchange;
(viii) any other preferences and relative, participating,
optional or other special rights of shares of such series, and
qualifications, limitations or restrictions including, without
limitation, any restriction on an increase in the number of
shares of any series theretofore authorized and any
qualifications, limitations or restrictions of rights or powers
to which shares of any future series shall be subject.
(c) The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of the holders of a
majority of the votes of all classes of voting securities of the
Corporation without a class vote of the Preferred Stock, or any series
thereof, except as otherwise provided in the resolution or resolutions
fixing the voting rights of any series of the Preferred Stock.
2. COMMON STOCK
(a) After the requirements with respect to preferential dividends
2
<PAGE>
on the Preferred Stock (fixed in accordance with the provisions
of Paragraph 1 of this Section 4), if any, shall have been met
and after the corporation shall have complied with all the
requirements, if any, with respect to the setting aside of same
as sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of Paragraph 1 of this Section 4),
and subject further to any other conditions which may be fixed in
accordance with the provisions of Paragraph 1 of this Section 4,
then and not otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time
to time by the Board of Directors.
(b) After distribution in full of the preferential amount (fixed
in accordance with the Provisions of Paragraph 1 of this Section
4), if any, to be distributed to the holders of Preferred Stock
in the event of the voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding-up of the
Corporation, the holders of Common Stock shall, subject to the
rights, if any, of the holders of Preferred Stock to participate
therein (fixed in accordance with the provisions of Paragraph 1
of this Section 4) be entitled to receive all the remaining
assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders ratably in
proportion to the number of shares of Common Stock held by them
respectively.
(c) Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may be adopted by
the Board of Directors pursuant to Paragraph 1 of this Section 4,
each holder of Common Stock shall have one vote in respect of
each share of Common Stock held by him on all matters voted upon
by the stockholders.
3. OTHER PROVISIONS RELATED TO SHARES OF STOCK:
(a) No holder of any of the shares of any class or series of
stock or of options, warrants or other rights to purchase shares
of any class or series of stock or of other securities of the
Corporation shall have any preemptive right to purchase or
subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason
of any increase of the authorized capital stock of the
Corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or
exchangeable for stock of the Corporation of any class or series,
or carrying any right to purchase stock of any class or series,
but such unissued stock, additional authorized issue of shares of
any class or series of stock or securities convertible into or
exchangeable for stock, or carrying any right to purchase stock,
may be issued and disposed of pursuant to resolution of the Board
of Directors to such persons, firms, corporations or
associations, whether such holders or others, and upon such terms
as may be deemed advisable by the Board of Directors in the
exercise of its sole discretion.
(b) The powers and rights of Common Stock shall be subordinated
to the powers, preferences and rights of the holders of Preferred
Stock. The relative powers, preferences and rights of each series
of Preferred Stock in relation to the powers, preferences and
rights of each other series of Preferred Stock shall, in each
case, be as fixed from time to time by the Board of Directors in
the resolution or resolutions adopted pursuant to authority
granted
3
<PAGE>
in Paragraph I of this Section 4 and the consent, by Class or
series, vote or otherwise, of the holders of such of the series
of are from time to time outstanding Preferred Stock as for the
issuance by the Board of shall not be required Directors of any
other series of rights of such other series shall be fixed by the
Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of
them; provided, however, that the Board of Directors may provide
in the resolution or resolutions as to any series of Preferred
Stock adopted pursuant to Paragraph 1 of this 4 Section 4 that
the consent of the holders of a majority (or such greater
proportion as shall be therein fixed) of the outstanding shares
of such series voting thereon shall be required for the issuance
of any or all other series of Preferred Stock.
(c) subject to the provisions of subparagraph (b) of this
Paragraph 3 of this Section 4, shares of any series of Preferred
Stock may be authorized or issued from time to time as the Board
of Directors in its sole discretion shall determine and on such
terms and for such consideration as shall be fixed by the Board
of Directors in its sole discretion.
(d) Shares of Common stock may be issued from time to time as
the Board of Directors in its sole discretion shall determine and
on such terms and for such consideration as shall be fixed by the
board of Directors in its sole discretion.
(e) The authorized number of shares of Common Stock and of
Preferred Stock Preferred Stock may be increased or decreased
from time to time by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock and Preferred
Stock of the corporation entitled to vote thereon.
SECOND: The foregoing amendment to the Certificate of Incorporation of
the Corporation was duly adopted by the holders of at least a majority of
the outstanding shares entitled to vote by their giving written consent
thereto in accordance with Section 242 of the Delaware General Corporation
Law
IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Amendment to be signed by its President and its Assistant Secretary this
4th day of October, 1996.
VITAFORT INTERNATIONAL CORPORATION
/s/ Mark Beychok
-------------------------------------------
President
/s/ Frank J. Hariton
-------------------------------------------
Assistant Secretary
4
<PAGE>
EXHIBIT 5.01 and
EXHIBIT 23.01
[LETTERHEAD]
December 9, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
VITAFORT INTERNATIONAL CORPORATION - REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I have been requested by Vitafort International Corporation, a
Delaware corporation (the "Company"), to furnish you with my opinion as to
the matters hereinafter set forth in connection with the above-captioned
registration statement (the "Registration Statement") covering an aggregate
of 375,000 shares (the "Shares") of the Company's common stock, offered on
behalf of the Company in connection with: (i) a Consulting Agreement
between the Company and Robert Luke; (ii) a Consulting Agreement between
the Company and Chris Meyer; (iii) a Consulting Agreement between the
Registrant and Andrew Harrison; tween the Company and Robert Luke; (iv) a
Consulting Agreement between the Registrant and Bruce Barren (v) a
Consulting Agreement between the Registrant and Joff Pollon; (vi) a
Consulting Agreement between the Registrant and Scott Sanders (vii) a
Consulting Agreement between the Registrant and Tom Meyer; (viii) a
Consulting Agreement between the Registrant and Terry Knabe; (ix) a
Consulting Agreement between the Registrant and Lee Sacks; (x) a Consulting
Agreement between the Registrant and Allan Zackler; (xi) a Consulting
Agreement between the Registrant and Jeff Kossack; (xii) a Consulting
Agreement between the Registrant and Richard Schuster; (xiii) a Consulting
Agreement between the Registrant and Arnold Poloskin; (xiv) a Consulting
Agreement between the Registrant and Carringotn Garrett; (xv) a Consulting
Agreement between the Registrant and Karyne Bozarjian; (xvi) a Consulting
Agreement between the Registrant and Peter Rich; and a Consulting Agreement
between the Registrant and Theo Bradford (each a "Plan" and collectively
the "Plans").
In connection with this opinion, I have examined the Registration
Statement and the Company's Certificate of Incorporation and By-laws, the
Plans, copies of the records of corporate proceedings of the Company, and
such other documents as I have deemed necessary to enable me to render the
opinion hereinafter expressed.
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when sold in accordance with the Plans, will be legally issued,
fully paid and non-assessable.
I render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York and the internal corporate law of
the State of Delaware. I hereby consent to the use of this opinion as an
exhibit to the Registration Statement and to the reference to my name under
the caption "Legal Opinions" in the Registration Statement and in the
prospectus included in the Registration Statement. I confirm that, as of
the date hereof, I own the number of shares and derivative securities of
the Company set forth in the Registration Statement under the heading
"Interests of Named Experts and Counsel.
Very truly yours,
/s/ Frank J. Hariton
Frank J. Hariton
<PAGE>
EXHIBIT 99.01
Vitafort International
December 3, 1996
ROBERT LUKE
9740 Wexford Circle TEL: (916) 791-5454
Granite Bay, Ca. 95746 FAX: (916) 791-5094
Re: Billing and Retainer Payments in Kind
Dear Robert:
This is to confirm that you have agreed to accept up to 10,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by
your firm. The terms under which the securities are to be accepted as
follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the
coming month's planned activity. This reconciliation/issue process will be
repeated monthly (at or near month end) until the full number of shares
has been issued.
2) Robert Luke shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid invoices
for services, or applied to your retainer for future services.
4) Robert Luke may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid price
on the Nasdaq Electronic Bulletin Board as of the date of issuance, less
estimated costs (not to exceed 6%). Such credit shall be applied against
valid open invoices and your retainer for future services in the same
manner as a cash payment in full for the stock issued. Vitafort shall bear
no interest in the future sales proceeds of such stock, regardless of any
difference between the actual proceeds and the credit given.
5) Robert Luke will continue to bill for approved services and related fees on
a monthly basis, in the ordinary course of business. These monthly billings
will clearly include both the credits earned via stock issuance, and support
for the method of valuation (e.g.; net transaction proceeds via broker
confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Robert Luke /12-3-96/ ###-##-####
- ----------------- --------------------------------------
Robert Luke / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.02
Vitafort International
December 3, 1996
CHRIS MEYER
757 Shadow Lake Drive
Thousand Oaks, Ca. 91360
Re: Billing and Retainer Payments in Kind
Dear Chris,
This is to confirm that you have agreed to accept up to 10,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by
your firm. The terms under which the securities are to be accepted as
follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares
(as near to December 10, 1996 as possible) to fully cover outstanding
amounts due and a reasonable estimate of the retainer necessary to cover
the coming month's planned activity. This reconciliation/issue process
will be repeated monthly (at or near month end) until the full number of
shares has been issued.
2) Chris Meyer shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid
invoices for services, or applied to your retainer for future services.
4) Chris Meyer may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid
price on the Nasdaq Electronic Bulletin Board as of the date of issuance,
less estimated costs (not to exceed 6%). Such credit shall be applied
against valid open invoices and your retainer for future services in the
same manner as a cash payment in full for the stock issued. Vitafort
shall bear no interest in the future sales proceeds of such stock,
regardless of any difference between the actual proceeds and the credit
given.
5) Chris Meyer will continue to bill for approved services and related fees
on a monthly basis, in the ordinary course of business. These monthly
billings will clearly include both the credits earned via stock issuance,
and support for the method of valuation (e.g.; net transaction proceeds
via broker confirmation).
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and return
a copy to the undersigned. Upon return, we will arrange for the appropriate
documentation to approve and issue the shares in accordance with the foregoing,
Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Chris Meyer /12-3-96/ ###-##-####
- ------------------ ---------------------------------------
Chris Meyer / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.03
Vitafort International
December 3, 1996
ANDREW HARRISON
Exposure Sales & Marketing
5280 Miramar TEL: (541) 687-7846
Eugene, OR 97405 FAX:(541) 345-1144
Re: Billing and Retainer Payments in Kind
Dear Andrew,
This is to confirm that you have agreed to accept up to 5,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by your
firm (Exposure Sales & Marketing). The terms under which the securities are to
be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the coming
month's planned activity. This reconciliation/issue process will be
repeated monthly (at or near month end) until the full number of shares has
been issued.
2) Andrew Harrison shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered as
payment on account of Vitafort, and applied against open valid invoices for
services, or applied to your retainer for future services.
4) Andrew Harrison may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, Exposure Sales &
Marketing will post a credit on the Vitafort account in an amount equal to
the closing bid price on the Nasdaq Electronic Bulletin Board as of the date
of issuance, less estimated costs (not to exceed 6%). Such credit shall be
applied against valid open invoices and your retainer for future services in
the same manner as a cash payment in full for the stock issued. Vitafort
shall bear no interest in the future sales proceeds of such stock,
regardless of any difference between the actual proceeds and the credit
given.
5) Andrew Harrison, via Exposure Sales & Marketing, will continue to bill for
approved services a and related fees on a monthly basis, in the ordinary
course of business. These monthly billings will clearly include both the
credits earned via stock issuance, and support for the method of valuation
(e.g.; net transaction proceeds via broker confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Andrew Harrison /12-3-96/###-##-####
- ----------------- -----------------------------------------
Andrew Harrison / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.04
Vitafort International
December 3, 1996
BRUCE BARREN
EMCO/Hanover Group
11099 Sunset Boulevard TEL:(310) 207-4300
Los Angeles, Ca. 90049 FAX:(310) 478-3988
Re: Billing and Retainer Payments in Kind
Dear Bruce,
This is to confirm that you have agreed to accept up to 20,000 shares
(8 certificates @ 2500 each) of unrestricted, tradable common stock of
Vitafort as payment on account of Vitafort for agreed products, services and
fees rendered on our behalf by your firm ("EMCO/Hanover Group"). The terms
under which the securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the coming
month's planned activity. This reconciliation/issue process will be
repeated monthly (at or near month end) until the full number of shares has
been issued.
2) Bruce Barren shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered as
payment on account of Vitafort, and applied against open valid invoices for
services, or applied to your retainer for future services.
4) Bruce Barren may choose, at his sole discretion, to keep the shares of stock
beyond the thirty days noted. In such case, his firm will post a credit on
the Vitafort account in an amount equal to the closing bid price on the
Nasdaq Electronic Bulletin Board as of the date of issuance, less estimated
costs (not to exceed 6%). Such credit shall be applied against valid open
invoices and your retainer for future services in the same manner as a cash
payment in full for the stock issued. Vitafort shall bear no interest in
the future sales proceeds of such stock, regardless of any difference
between the actual proceeds and the credit given.
5) Bruce Barren, via his firm, will continue to bill for approved services and
related fees on a monthly basis, in the ordinary course of business. These
monthly billings will clearly include both the credits earned via stock
issuance, and support for the method of valuation (e.g.; net transaction
proceeds via broker confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below an d
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Bruce Barren /12-3-96/ ###-##-####
- ----------------- ---------------------------------------
Bruce Barren / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.05
Vitafort International
December 3, 1996
JOFF POLLON
461 Promontory Drive West TEL: (714) 675-1511
Newport Beach, Ca. 92660 FAX: (714) 490-5811
Re: Billing and Retainer Payments in Kind
Dear Joff:
This is to confirm that you have agreed to accept up to 25,000
shares (10 certificates @ 2500 each) of unrestricted, tradable common stock
of Vitafort as payment on account of Vitafort for agreed products, services
and fees rendered on our behalf by your firm. The terms under which the
securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares
(as near to December 10, 1996 as possible) to fully cover outstanding
amounts due and a reasonable estimate of the retainer necessary to cover
the coming month's planned activity. This reconciliation/issue process
will be repeated monthly (at or near month end) until the full number of
shares has been issued.
2) Joff Pollon shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid
invoices for services, or applied to your retainer for future services.
4) Joff Pollon may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid
price on the Nasdaq Electronic Bulletin Board as of the date of issuance,
less estimated costs (not to exceed 6%). Such credit shall be applied
against valid open invoices and your retainer for future services in the
same manner as a cash payment in full for the stock issued. Vitafort
shall bear no interest in the future sales proceeds of such stock,
regardless of any difference between the actual proceeds and the credit
given.
5) Joff Pollon, via his firm, will continue to bill for approved services
and related fees on a monthly basis, in the ordinary course of business.
These monthly billings will clearly include both the credits earned via
stock issuance, and support for the method of valuation (e.g.; net
transaction proceeds via broker confirmation).
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Joff Pollon /12-3-96/ ###-##-####
- ----------------- -------------------------------------
Joff Pollon / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.06
Vitafort International
December 3, 1996
SCOTT SANDERS
Creative Food Consultants
5502 Drakes Court TEL: (510)634-1806
Byron,. Ca. 94514 FAX: (510)634-1806
Re: Billing and Retainer Payments in Kind
Dear Scott:
This is to confirm that you have agreed to accept up to 15,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by
your firm ("Creative Food Consultants"). The terms under which the
securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts due
and a reasonable estimate of the retainer necessary to cover the coming
month's planned activity. This reconciliation/issue process will be repeated
monthly (at or near month end) until the full number of shares has been
issued.
2) Scott Sanders shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered as
payment on account of Vitafort, and applied against open valid invoices for
services, or applied to your retainer for future services.
4) Scott Sanders may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid price
on the Nasdaq Electronic Bulletin Board as of the date of issuance, less
estimated costs (not to exceed 6%). Such credit shall be applied against
valid open invoices and your retainer for future services in the same manner
as a cash payment in full for the stock issued. Vitafort shall bear no
interest in the future sales proceeds of such stock, regardless of any
difference between the actual proceeds and the credit given.
5) Scott Sanders, via his firm, will continue to bill for approved services
and related fees on a monthly basis, in the ordinary course of business.
These monthly billings will clearly include both the credits earned via stock
issuance, and support for the method of valuation (e.g.; net transaction
proceeds via broker confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and
understanding, please sign a counterpart of this letter in the space provided
below and return a copy to the undersigned. Upon return, we will arrange for
the appropriate documentation to approve and issue the shares in accordance
with the foregoing, Vitafort International Corporation bylaws and SEC
regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Scott Sanders /12-3-96/ ###-##-####
- ----------------- ---------------------------------------
Scott Sanders / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.07
Vitafort International
December 3, 1996
THOMAS R. MYERS
TYS Enterprises
13 Hudson Street TEL: (415)368-4053
Redwood, Ca. 94062 FAX: (415)368-3233
Re: Billing and Retainer Payments in Kind
Dear Tom,
This is to confirm that you have agreed to accept up to 20,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by
your firm ("TYS Enterprises"). The terms under which the securities are to
be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares
(as near to December 10, 1996 as possible) to fully cover outstanding
amounts due and a reasonable estimate of the retainer necessary to cover
the coming month's planned activity. This reconciliation/issue process
will be repeated monthly (at or near month end) until the full number of
shares has been issued.
2) Thomas R. Myers shall have the option to dispose of the shares in the
open market, in an orderly manner, during the ensuing 30 days from the date
of issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid invoices
for services, or applied to your retainer for future services.
4) Thomas R. Myers may choose, at his sole discretion, to keep the shares
of stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid price
on the Nasdaq Electronic Bulletin Board as of the date of issuance, less
estimated costs (not to exceed 6%). Such credit shall be applied against
valid open invoices and your retainer for future services in the same
manner as a cash payment in full for the stock issued. Vitafort shall bear
no interest in the future sales proceeds of such stock, regardless of any
difference between the actual proceeds and the credit given.
5) Thomas R. Myers, via his firm, will continue to bill for approved services
and related fees on a monthly basis, in the ordinary course of business.
These monthly billings will clearly include both the credits earned via
stock issuance, and support for the method of valuation (e.g.; net
transaction proceeds via broker confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and return
a copy to the undersigned. Upon return, we will arrange for the appropriate
documentation to approve and issue the shares in accordance with the foregoing,
Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Thomas R. Myers /12-3-96/ ###-##-####
- ----------------- ------------------------------------------
Thomas R. Myers / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.08
Vitafort International
December 3, 1996
TERRY KNABE
JMS Associates International, Inc.
227 Midway Drive TEL: (215)428-9279
Yardley, Pa. 19067 FAX: (215)428-9278
Re: Billing and Retainer Payments in Kind
Dear Terry,
This is to confirm that you have agreed to accept up to 5,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by
your firm ("JMS Associates International, Inc."). The terms under which the
securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares
(as near to December 10, 1996 as possible) to fully cover outstanding
amounts due and a reasonable estimate of the retainer necessary to cover
the coming month's planned activity. This reconciliation/issue process
will be repeated monthly (at or near month end) until the full number of
shares has been issued.
2) Terry Knabe shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered as
payment on account of Vitafort, and applied against open valid invoices for
services, or applied to your retainer for future services.
4) Terry Knabe may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid price
on the Nasdaq Electronic Bulletin Board as of the date of issuance, less
estimated costs (not to exceed 6%). Such credit shall be applied against
valid open invoices and your retainer for future services in the same
manner as a cash payment in full for the stock issued. Vitafort shall bear
no interest in the future sales proceeds of such stock, regardless of any
difference between the actual proceeds and the credit given.
5) Terry Knabe, via his firm, will continue to bill for approved services
and related fees on a monthly basis, in the ordinary course of business.
These monthly billings will clearly include both the credits earned via
stock issuance, and support for the method of valuation (e.g.; net
transaction proceeds via broker confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and
understanding, please sign a counterpart of this letter in the space
provided below and return a copy to the undersigned. Upon return, we
will arrange for the appropriate documentation to approve and issue the
shares in accordance with the foregoing, Vitafort International
Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/Theo Bradford /s/ Terry Knabe /12-3-96/ ###-##-####
- ---------------- -----------------------------------------
Terry Knabe / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.09
Vitafort International
December 3, 1996
LEE SACKS
Sacks & Zweig
100 Wilshire Blvd, Suite 1300 TEL: (310) 451-3113
Santa Monica, Ca. 90401 FAX: (310) 451-0089
Re: Billing and Retainer Payments in Kind
Dear Lee:
This is to confirm that you have agreed to accept up to
100,000 shares of unrestricted, tradable common stock of Vitafort
as payment on account of Vitafort for agreed products, services and
fees rendered on our behalf by your firm (Sacks & Zweig). The
terms under which the securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares
(as near to December 10, 1996 as possible) to fully cover outstanding
amounts due and a reasonable estimate of the retainer necessary to cover
the coming month's planned activity. This reconciliation/issue process
will be repeated monthly (at or near month end) until the full number of
shares has been issued.
2) Lee Sacks shall have the option to dispose of the shares in the open market,
in an orderly manner, during the ensuing 30 days from the date of issuance.
3) The net proceeds received from the sale of the shares shall be considered as
payment on account of Vitafort, and applied against open valid invoices for
services, or applied to your retainer for future services.
4) Lee Sacks may choose, at his sole discretion, to keep the shares of stock
beyond the thirty days noted. In such case, Sacks & Zweig will post a
credit on the Vitafort account in an amount equal to the closing bid price
on the Nasdaq Electronic Bulletin Board as of the date of issuance, less
estimated costs (not to exceed 6%). Such credit shall be applied against
valid open invoices and your retainer for future services in the same manner
as a cash payment in full for the stock issued. Vitafort shall bear no
interest in the future sales proceeds of such stock, regardless of any
difference between the actual proceeds and the credit given.
5) Lee Sacks, via Sacks & Zweig, will continue to bill for approved services
and related fees on a monthly basis, in the ordinary course of business.
These monthly billings will clearly include both the credits earned via
stock issuance, and support for the method of valuation (e.g.; net
transaction proceeds via broker
<PAGE>
confirmation).
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Lee Sacks /12-3-96/ ###-##-####
- ----------------- ---------------------------------------
Lee Sacks / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.10
Vitafort International
December 3, 1996
ALLAN ZACKLER
Zackler & Associates
3824 Grand Avenue, Suite 100 TEL: (510) 834-4400
Oakland, Ca. 94610 FAX: (510) 834-9185
Re: Billing and Retainer Payments in Kind
Dear Allan:
This is to confirm that you have agreed to accept up to 50,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by
your firm(Zackler & Associates). The terms under which the securities are to
be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the
coming month's planned activity. This reconciliation/issue process will be
repeated monthly (at or near month end) until the full number of shares
has been issued.
2) Allan Zackler shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid invoices
for services, or applied to your retainer for future services.
4) Allan Zackler may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, Zackler & Associates
will post a credit on the Vitafort account in an amount equal to the
closing bid price on the Nasdaq Electronic Bulletin Board as of the date
of issuance, less estimated selling costs (not to exceed 6%). Such credit
shall be applied against valid open invoices and your retainer for future
services in the same manner as a cash payment in full for the stock
issued. Vitafort shall bear no interest in the future sales proceeds of
such stock, regardless of any difference between the actual proceeds and
the credit given.
5) Allan Zackler, via Zackler and Associates, will continue to bill for
approved services a and related fees on a monthly basis, in the ordinary
course of business. These monthly billings will clearly include both the
credits earned via stock issuance, and
<PAGE>
support for the method of valuation (e.g.; net transaction proceeds via
broker confirmation).
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Allan Zackler /12-3-96/###-##-####
- ----------------- --------------------------------------
Allan Zackler / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.11
Vitafort International
December 3, 1996
JEFF KOSSACK
Professional Container Service
5940 E. Washington Blvd. TEL: (213) 727-0110
Los Angeles, Ca. 90040 FAX: (213) 721-1891
Re: Billing and Retainer Payments in Kind
Dear Jeff,
This is to confirm that you have agreed to accept up to 25,000
shares of unrestricted, tradable common stock of Vitafort as
payment on account of Vitafort for agreed products, services and
fees rendered on our behalf by your firm (Professional Container
Service). The terms under which the securities are to be accepted
as follows:
1) Vitafort will issue, at the earliest practical time, sufficient
shares (as near to December 10, 1996 as possible) to fully cover
outstanding amounts due and a reasonable estimate of the
retainer necessary to cover the coming month's planned activity.
This reconciliation/issue process will be repeated monthly
(at or near month end) until the full number of shares has
been issued.
2) Jeff Kossack shall have the option to dispose of the shares in
the open market, in an orderly manner, during the ensuing 30 days from
the date of issuance.
3) The net proceeds received from the sale of the shares shall be
considered as payment on account of Vitafort, and applied against open
valid invoices for services, or applied to your retainer for future
services.
4) Jeff Kossack may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, Exposure Sales &
Marketing will post a credit on the Vitafort account in an amount equal
to the closing bid price on the Nasdaq Electronic Bulletin Board as of
the date of issuance, less estimated costs (not to exceed 6%). Such
credit shall be applied against valid open invoices and your retainer for
future services in the same manner as a cash payment in full for the stock
issued.
Vitafort shall bear no interest in the future sales proceeds of such
stock, regardless of any difference between the actual proceeds and the
credit given.
5) Jeff Kossack, via Proffessional Container Service, will continue to bill
for approved
<PAGE>
services and related fees on a monthly basis, in the ordinary course of
business. These monthly billings will clearly include both the credits
earned via stock issuance, and support for the method of valuation
(e.g.; net transaction proceeds via broker confirmation).
If the foregoing correctly sets forth out agreement and understanding,
please sign a counterpart of this letter the space provided below and return
a copy to the undersigned. Upon return, we will arrange for the appropriate
documentation to approve and issue the shares in accordance with the
foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/Theo Bradford /s/ Jeff Kossack / 12-3-96 / ###-##-####
- ---------------- ------------------------------------------
Jeff Kossack / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.12
Vitafort International
December 3, 1996
ARNOLD S. POLISKIN
333 Rector Place
New York, NY. 10280 TEL: (212) 786-4430
Re: Billing and Retainer Payments in Kind
Dear Arnold,
This is to confirm that you have agreed to accept up to 25,000 shares
(10 certificates @ 2500 each) of unrestricted, tradable common stock of
Vitafort as payment on account of Vitafort for agreed products, services and
fees rendered on our behalf by your firm. The terms under which the
securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the coming
month's planned activity. This reconciliation/issue process will be repeated
monthly (at or near month end) until the full number of shares has been
issued.
2) Arnold Poliskin shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered as
payment on account of Vitafort, and applied against open valid invoices for
services, or applied to your retainer for future services.
4) Arnold Poliskin may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid price
on the Nasdaq Electronic Bulletin Board as of the date of issuance, less
estimated costs (not to exceed 6%). Such credit shall be applied against
valid open invoices and your retainer for future services in the same manner
as a cash payment in full for the stock issued. Vitafort shall bear no
interest in the future sales proceeds of such stock, regardless of any
difference between the actual proceeds and the credit given.
5) Arnold Poliskin, via his firm, will continue to bill for approved services
and related fees on a monthly basis, in the ordinary course of business.
These monthly billings will clearly include both the credits earned via
stock issuance, and support for the method of valuation (e.g.; net
transaction proceeds via broker confirmation).
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Arnold Poliskin/12-3-96/ ###-##-####
- ------------------ -------------------------------------------
Arnold Poliskin / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.13
Vitafort International
December 3, 1996
RICHARD SCHUSTER
Schuster Flexible Packaging
5519 Jillson Street TEL: (213) 887-1997
Commerce, Ca. 90040 FAX: (213) 887-0909
Re: Billing and Retainer Payments in Kind
Dear Richard,
This is to confirm that you have agreed to accept up to 25,000
shares of unrestricted, tradable common stock of Vitafort as payment on
account of Vitafort for agreed products, services and fees rendered on our
behalf by your firm (Schuster Flexible Packaging). The terms under which the
securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares
(as near to December 10, 1996 as possible) to fully cover outstanding
amounts due and a reasonable estimate of the retainer necessary to cover
the coming month's planned activity. This reconciliation/issue process
will be repeated monthly (at or near month end) until the full number of
shares has been issued.
2) Richard Schuster shall have the option to dispose of the shares in the
open market, in an orderly manner, during the ensuing 30 days from the
date of issuance.
3) The net proceeds received from the sale of the shares shall be
considered as payment on account of Vitafort, and applied against open
valid invoices for services, or applied to your retainer for future
services.
4) Richard Schuster may choose, at his sole discretion, to keep the shares
of stock beyond the thirty days noted. In such case, Exposure Sales &
Marketing will post a credit on the Vitafort account in an amount equal
to the closing bid price on the Nasdaq Electronic Bulletin Board as of
the date of issuance, less estimated costs (not to exceed 6%). Such
credit shall be applied against valid open invoices and your retainer for
future services in the same manner as a cash payment in full for the
stock issued. Vitafort shall bear no interest in the future sales
proceeds of such stock, regardless of any difference between the actual
proceeds and the credit given.
5) Richard Schuster, via Schuster Flexible Packaging, will continue to bill
for approved services and related fees on a monthly basis, in the
ordinary course of business.
<PAGE>
These monthly billings will clearly include both the credits earned via
stock issuance, and support for the method of valuation (e.g.; net
transaction proceeds via broker confirmation).
If the foregoing correctly sets forth our agreement and
understanding, please sign a counterpart of this letter in the space provided
below and return a copy to the undersigned. Upon return, we will arrange for
the appropriate documentation to approve and issue the shares in accordance
with the foregoing, Vitafort International Corporation bylaws and SEC
regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Richard Schuster /12-3-96/ ###-##-####
- ----------------- ------------------------------------------
Richard Schuster / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.14
Vitafort International
December 3, 1996
CARRINGTON GARRETT
4533 Mac Arthur Blvd Suite 357A TEL: (714) 854-4545
Newport Beach, Ca. 92660 FAX: (714) 854-2639
Re: Billing and Retainer Payments in Kind
Dear Mr. Garrett:
This is to confirm that you have agreed to accept up to 5,000
shares of unrestricted, tradable common stock of Vitafort as payment on
account of Vitafort for agreed products, services and fees rendered on our
behalf by your firm. The terms under which the securities are to be accepted
as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the coming
month's planned activity. This reconciliation/issue process will be
repeated monthly (at or near month end) until the full number of shares
has been issued.
2) Carrington Garrett shall have the option to dispose of the shares in the
open market, in an orderly manner, during the ensuing 30 days from the
date of issuance.
3) The net proceeds received from the sale of the shares shall be considered as
payment on account of Vitafort, and applied against open valid invoices for
services, or applied to your retainer for future services.
4) Carrington Garrett may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid
price on the Nasdaq Electronic Bulletin Board as of the date of issuance,
less estimated costs (not to exceed 6%). Such credit shall be applied
against valid open invoices and your retainer for future services in the
same manner as a cash payment in full for the stock issued. Vitafort shall
bear no interest in the future sales proceeds of such stock, regardless of
any difference between the actual proceeds and the credit given.
5) Carrington Garrett, via his firm, will continue to bill for approved
services and related fees on a monthly basis, in the ordinary course of
business. These monthly billings will clearly include both the credits
earned via stock issuance, and support for the method of valuation
(e.g.; net transaction proceeds via broker confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and return
a copy to the undersigned. Upon return, we will arrange for the appropriate
documentation to approve and issue the shares in accordance with the foregoing,
Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Carrington Garrett /12-3-96/ ###-##-####
- ----------------- ---------------------------------------
Carrington Garrett / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.15
Vitafort International
December 3, 1996
Karyne Bozarjian
100 Elm Street TEL: (617) 639-8407
Marblehead, Ma. FAX: (617) 639-8258
Re: Billing and Retainer Payments in Kind
Dear Karyne:
This is to confirm that you have agreed to accept up to 10,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for pre-approved and budgeted business expenses (primarily travel &
entertainment) incurred on behalf of Vitafort in accordance with Vitafort new
reimbursement practices. The terms under which the securities are to be
accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares
(as near to December 10, 1996 as possible) to fully cover outstanding
amounts due and a reasonable estimate of the retainer necessary to cover
the coming month's planned activity. This reconciliation/issue process
will be repeated monthly (at or near month end) until the full number of
shares has been issued.
2) Karyne Bozarjian shall have the option to dispose of the shares in the
open market, in an orderly manner, during the ensuing 30 days from the
date of issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid
invoices for services, or applied to your retainer for future services.
4) Karyne Bozarjian may choose, at her sole discretion, to keep the shares
of stock beyond the thirty days noted. In such case, his firm will post
a credit on the Vitafort account in an amount equal to the closing bid
price on the Nasdaq Electronic Bulletin Board as of the date of issuance,
less estimated costs (not to exceed 6%). Such credit shall be applied
against valid open invoices and your retainer for future services in the
same manner as a cash payment in full for the stock issued. Vitafort
shall bear no interest in the future sales proceeds of such stock,
regardless of any difference between the actual proceeds and the credit
given.
5) Karyne Bozarjian, via Vitafort Employee Expense Reports, will continue to
bill for approved services and related fees in accordance with Vitafort
approved practices, in the ordinary course of business.
<PAGE>
These expense reports will clearly include both the credits earned via
stock issuance, and support for the method of valuation (net proceeds stock
transaction receipt or comparable document) on a monthly basis, in the
ordinary course of business.
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Karyne Bozarjian /12-3-96/ ###-##-####
- ----------------- ------------------------------------------
Karyne Bozarjian / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.16
Vitafort International
December 3, 1996
PETER RICH
9831 Star Drive
Huntington Beach, Ca. 92646
Re: Billing and Retainer Payments in Kind
Dear Peter,
This is to confirm that you have agreed to accept up to 5,000 shares
of unrestricted, tradable common stock of Vitafort as payment on account of
Vitafort for agreed products, services and fees rendered on our behalf by
your firm. The terms under which the securities are to be accepted as
follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the
coming month's planned activity. This reconciliation/issue process will be
repeated monthly (at or near month end) until the full number of shares
has been issued.
2) Peter Rich shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid invoices
for services, or applied to your retainer for future services.
4) Peter Rich may choose, at his sole discretion, to keep the shares of stock
beyond the thirty days noted. In such case, his firm will post a credit on
the Vitafort account in an amount equal to the closing bid price on the
Nasdaq Electronic Bulletin Board as of the date of issuance, less
estimated costs (not to exceed 6%). Such credit shall be applied against
valid open invoices and your retainer for future services in the same
manner as a cash payment in full for the stock issued. Vitafort shall bear
no interest in the future sales proceeds of such stock, regardless of any
difference between the actual proceeds and the credit given.
5) Peter Rich, via his firm, will continue to bill for approved services and
related fees on a monthly basis, in the ordinary course of business. These
monthly billings will clearly include both the credits earned via stock
issuance, and support for the method of valuation (e.g.; net transaction
proceeds via broker confirmation).
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Peter Rich /12-3-96/ ###-##-####
- ----------------- -------------------------------------
Peter Rich / Date / Taxpayer ID
<PAGE>
EXHIBIT 99.17
Vitafort International
December 3, 1996
THEO BRADFORD
5982 Birdie Drive TEL: (909) 593-0872
La Verne, Ca. 91750 FAX: (909) 593-4908
Re: Billing and Retainer Payments in Kind
Dear Theo:
This is to confirm that you have agreed to accept up to 20,000 shares
(10 certificates at 2,500 shares each) of unrestricted, tradable common stock
of Vitafort as payment on account of Vitafort for agreed products, services
and fees rendered on our behalf by your firm. The terms under which the
securities are to be accepted as follows:
1) Vitafort will issue, at the earliest practical time, sufficient shares (as
near to December 10, 1996 as possible) to fully cover outstanding amounts
due and a reasonable estimate of the retainer necessary to cover the
coming month's planned activity. This reconciliation/issue process will be
repeated monthly (at or near month end) until the full number of shares
has been issued.
2) Theo Bradford shall have the option to dispose of the shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of
issuance.
3) The net proceeds received from the sale of the shares shall be considered
as payment on account of Vitafort, and applied against open valid invoices
for services, or applied to your retainer for future services.
4) Theo Bradford may choose, at his sole discretion, to keep the shares of
stock beyond the thirty days noted. In such case, his firm will post a
credit on the Vitafort account in an amount equal to the closing bid
price on the Nasdaq Electronic Bulletin Board as of the date of issuance,
less estimated costs (not to exceed 6%). Such credit shall be applied
against valid open invoices and your retainer for future services in the
same manner as a cash payment in full for the stock issued. Vitafort shall
bear no interest in the future sales proceeds of such stock, regardless of
any difference between the actual proceeds and the credit given.
5) Theo Bradford, via his firm, will continue to bill for approved services
and related fees on a monthly basis, in the ordinary course of business.
These monthly billings will clearly include both the credits earned via
stock issuance, and support for the method of valuation (e.g.; net
transaction proceeds via broker confirmation).
<PAGE>
If the foregoing correctly sets forth our agreement and understanding,
please sign a counterpart of this letter in the space provided below and
return a copy to the undersigned. Upon return, we will arrange for the
appropriate documentation to approve and issue the shares in accordance with
the foregoing, Vitafort International Corporation bylaws and SEC regulations.
Sincerely, Agreed and Accepted:
/s/ Theo Bradford /s/ Theo Bradford /12-3-96/ ###-##-####
- ------------------ ---------------------------------------
Theo Bradford / Date / Taxpayer ID
<PAGE>
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Vitafort International Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of Vitafort International Corporation of our report dated February 16, 1996,
relating to the consolidated balance sheets of Vitafort International
Corporation and subsidiaries as of December 31, 1995, and 1994, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995, annual report on Form 10-KSB of Vitafort
International Corporation.
KPMG Peat Marwick LLP
Los Angeles, California
December 12, 1996
