VITAFORT INTERNATIONAL CORP
S-8 POS, 1996-08-12
BAKERY PRODUCTS
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     As filed with the Securities and Exchange Commission on August 12, 1996
                                                       Registration No. 33-76208
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                        POST-EFFECTIVE AMENDMENT NO. 1
                                     TO
                                  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)


            EMPLOYMENT AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
           STEVEN A. WESTLUND AND VITAFORT INTERNATIONAL CORPORATION
            EMPLOYMENT AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
              PETER T. BENZ AND VITAFORT INTERNATIONAL CORPORATION
            EMPLOYMENT AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
              MARK BEYCHOK AND VITAFORT INTERNATIONAL CORPORATION
            CONSULTING AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
              HERMAN JACOBS AND VITAFORT INTERNATIONAL CORPORATION
            CONSULTING AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
              LARRY BRUCIA AND VITAFORT INTERNATIONAL CORPORATION
            CONSULTING AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
              RUSS BIANCHI AND VITAFORT INTERNATIONAL CORPORATION
            CONSULTING AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
               ERIC WAHL AND VITAFORT INTERNATIONAL CORPORATION
            CONSULTING AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
             WILLIAM ROBBINS AND VITAFORT INTERNATIONAL CORPORATION
            CONSULTING AGREEMENT AND STOCK OPTION AGREEMENT BETWEEN
             RICHARD KAPLAN AND VITAFORT INTERNATIONAL CORPORATION
            VITAFORT INTERNATIONAL CORPORATION 90 DAY OPERATING PLAN
               STOCK OPTION AGREEMENT BETWEEN ATESH SONNENBORN AND
                      VITAFORT INTERNATIONAL CORPORATION
            STOCK OPTION AGREEMENT BETWEEN STANLEY J. PARSARELL AND
                      VITAFORT INTERNATIONAL CORPORATION
                          (Full title of the plans)


                                MARK BEYCHOK
                     VITAFORT INTERNATIONAL CORPORATION
                     1800 AVENUE OF THE STARS, SUITE 480
                        LOS ANGELES, CALIFORNIA 90067
                   (Name and address of agent for service)
                               (310) 552-6393
          Telephone number, including area code, of agent for service


                                  Copy to:
                           FRANK J. HARITON, ESQ.
                             485 MADISON AVENUE
                          NEW YORK, NEW YORK 10022
                              (212) 752-7200

===============================================================================

<PAGE>


              EXPLANATORY PAGE-REMOVAL OF SHARES FROM REGISTRATION
              ----------------------------------------------------


   This post effective amendment number one to Registration Statement on Form 
S-8 Number 33-76208 is being filed solely for the purpose of removing from 
registration the following shares:


   (i)     500,000 shares underlying an option granted to Steven Westlund, which
           option has lapsed as to such shares.

   (ii)    2,000,000 shares underlying an option granted to Herman Jacobs, 
           which the Registrant has determined that inclusion of these shares 
           in a Registration Statement on Form S-8 was not appropriate.

   (iii)   120,000 shares underlying an option granted to Russ Bianchi, which 
           option has lapsed as to such shares.




<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 post-effective 
amendment Number 1 to Registration Statement Number 33-76208 to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of Los 
Angeles and State of California, on the 2nd day of August 1996.


                                      VITAFORT INTERNATIONAL CORPORATION



                                      By:   /s/ MARK BEYCHOK
                                         ---------------------------------
                                         Mark Beychok,
                                         Chief Executive Officer


   Pursuant to the requirements of the Securities Act of 1933, this post 
effective amendment number one to Registration Statement 33-76208 has been 
signed by the following persons in the capacities and on the dates indicated:


Signature                        Title                          Date
- ---------                        -----                          ----

/s/ Sheldon Schrager
- --------------------------       Chairman of the Board          August 2, 1996
Sheldon Schrager


/s/ Mark Beychok
- --------------------------       Chief Executive Officer,       August 2, 1996
Mark Beychok                     President, and Director


/s/ Stanley Pasarell
- --------------------------       Director                       August 2, 1996
Stanley Pasarell


/s/ Don Wohl
- --------------------------       Director                       August 2, 1996
Don Wohl






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