<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1996
REGISTRATION NO. 333-5733
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------
VITAFORT INTERNATIONAL CORPORATION
(Exact name of registrant as specified in charter)
--------------------------
Delaware 68-0110509
- -------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1800 Avenue of the Stars
Suite 480
Los Angeles, California 90067
Telephone (310) 552-6393
--------------------------
(Address, including zip code, and telephone number,
including area code of registrant's principal executive office
and principal place of business)
--------------------------
Mark Beychok, President
Vitafort International Corporation
1800 Avenue of the Stars, Suite 480
Los Angeles, California 90067
Telephone (310) 552-6393
--------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
Frank J. Hariton, ESQ
485 Madison Avenue - 9th Floor
New York, NY 10022
This Form S-3 consists of / / pages (including exhibits). The index to
exhibits is set forth on sequential page / /.
[Page 1 of Facing Page]
S3/1
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or investment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 ("Securities Act"), other than securities offered in connection with
dividend or investment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES OFFERING AGGREGATE AMOUNT OF
SHARES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED (1)(4) SHARE (2)(4) PRICE (2)(4) FEE (2)(4)
----------------------------------------------------------------------------
Common
Stock 5,212,360 $3.80 $19,806,968 $ 6,829.99
($.0001 Par Shares (3)
Value)
----------------------------------------------------------------------------
TOTAL DUE $ 0 (4)
----------
----------
(1) The 5,212,360 shares of Common Stock being registered hereby consists of
the following:
(a) 80,000 shares of Common Stock issued in private placement
transactions in the last half of 1993.
(b) 164,250 shares of Common Stock previously issued, and 20,000 shares
of Common Stock issuable, if at all, upon the exercise of options,
issued in private placement transactions in January 1994.
S3/2
<PAGE>
(c) 1,399,583 shares of Common Stock previously issued, and 1,677,220
shares of Common Stock issuable, if at all, upon the exercise of
options, issued in private placement transactions between September of
1995 and January of 1996.
(d) 110,000 shares of Common Stock previously issued, and 110,000
shares of Common Stock issuable, if at all, upon the exercise of
options, issued in private placement transactions in May of 1996.
(e) 481,244 shares of Common Stock previously issued, and 395,750
shares of Common Stock issuable, if at all, upon the exercise of
options, issued in debt to equity conversion agreements between
September 1995 and January 1996.
(f) 756,456 of Common Stock issuable, if at all, upon the exercise of
stock purchase options issued to various vendors, employees, and
consultants to the Registrant, and 17,857 shares issued as a result
of the exercise of such options.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) of the Securities Act, the registration fee has
been calculated based upon the average of the bid and asked prices quoted
on the OTC Electronic Bulletin Board for the Company's Common Stock on
October 3, 1996.
(3) Pursuant to Rule 416 of the Securities Act, there are also being registered
hereunder such additional shares as may be issued to the selling
stockholders because of future stock dividends, stock distributions, stock
splits or in accordance with other capital adjustment and anti-dilution
provisions of warrants and options.
(4) All share numbers stated herein have been adjusted to reflect a one for
twenty reverse stock split effected on October 4, 1996. The Registrant
paid $8,667.29 upon filing of this registration statement. Accordingly,
no fees are being paid herewith.
------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
SEE "RISK FACTORS" AT PAGE 9
S3/3
<PAGE>
VITAFORT INTERNATIONAL CORPORATION
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
Showing Location in Prospectus of Information
Required by Items of Form S-3
<TABLE>
<CAPTION>
Form S-3 Item Caption or
Number and Caption Location in Prospectus
------------------ ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Forepart of the registration Statement; Outside
Front Cover Page of Prospectus Front Cover
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside Back Cover Pages of
Prospectus Prospectus
3. Summary Information, Risk Factors and Ratio The Company; Summary of the Offering; Risk
of Earnings to Fixed Charges Factors (see page 9)
4. Use of proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interest of named Experts and Counsel Not Applicable
11. Material Changes Risk Factors (see page 9); Incorporation of
Certain Information by Reference
12. Incorporation of Certain Information by Incorporation of Certain Information by
Reference Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
</TABLE>
S3/4
<PAGE>
------------------------------------------------------------
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
DATED OCTOBER 7, 1997
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VITAFORT INTERNATIONAL CORPORATION
COMMON STOCK
($.0001 PAR VALUE)
5,212,368 SHARES OF COMMON STOCK
OFFERED BY CERTAIN SELLING STOCKHOLDERS
This Prospectus relates to 5,212,360 shares of Common Stock which consists
of:
(a) 80,000 shares of Common Stock issued in private placement
transactions in the last half of 1993.
(b) 164,250 shares of Common Stock previously issued, and 20,000
shares of Common Stock issuable, if at all, upon the exercise of
options, issued in private placement transactions in January
1994.
(c) 1,399,583 shares of Common Stock previously issued, and
1,677,220 shares of Common Stock issuable, if at all, upon the
exercise of options, issued in private placement transactions
between September of 1995 and January of 1996.
(d) 110,000 shares of Common Stock previously issued, and 110,000
shares of Common Stock issuable, if at all, upon the exercise of
options, issued in private placement transactions in May of 1996.
(e) 481,244 shares of Common Stock previously issued, and 395,750
shares of Common Stock issuable, if at all, upon the exercise of
options, issued in debt to equity conversion agreements between
September 1995 and January 1996.
(f) 756,456 of Common Stock issuable, if at all, upon the exercise
of stock purchase options issued to various vendors, employees,
and consultants to the Company, and 17,857 shares issued as a
result of the exercise of such options. See "Selling
Stockholders".
The shares of Common Stock may be offered for sale from time to time by the
Selling Stockholders or by donees, pledgees, transferees, or other successors in
interest through ordinary brokerage transactions in the over-the-counter market,
either directly or through brokers or to dealers, in private sales, in
negotiated transactions, or otherwise, at market prices prevailing at the time
of sale or at negotiated prices. The Company will not receive any proceeds from
the sale of the Common Stock by the Selling Stockholders. The Selling
Stockholders, and not the Company, will pay or assume all applicable brokerage
commissions or other costs of sale as may be incurred in the sale of such
securities. See "Selling Stockholders" and "Plan of Distribution".
P-1 S3/5
<PAGE>
The Company will assume no responsibility for the sale of the shares of
Common Stock of the Selling Stockholders, nor can there be any assurances that a
liquid trading market will exist for the sale of the shares of Common Stock to
be offered by the Selling Stockholders. See "Risk Factors."
The Company's Common Stock is traded in the over-the-counter market and
is quoted on the OTC Electronic Bulletin Board maintained by Nasdaq under the
symbol "VRFT". On October 4, 1996, the closing price bid for the Common
Stock on the OTC Electronic Bulletin Board was $3.40 per share.
All share information in this prospectus reflects a one for twenty reverse
stock split effective October 4, 1996.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK
AND SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE
LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS" AT PAGE 12.
------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
P-2 S3/6
<PAGE>
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TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION P-3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE P-4
THE COMPANY P-4
RECENT DEVELOPMENTS P-5
RISK FACTORS P-5
USE OF PROCEEDS P-9
SELLING STOCKHOLDERS P-10
PLAN OF DISTRIBUTION P-16
LEGAL MATTERS P-16
STATEMENT OF INDEMNIFICATION P-16
EXPERTS P-17
ADDITIONAL INFORMATION P-17
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
- --------------------------------------------------------------------------------
------------------------------
THE DATE OF THIS PROSPECTUS IS October 7, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 5th Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices located at 13th Floor, Seven World
Trade Center, New York, New York 10048; 10960 Wilshire Boulevard, Suite 1710,
Los Angeles, California 90024, and 14th Floor, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material may be obtained from the Commission at
450 5th Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company is an electronic filer under the EDGAR (Electronic Data Gathering,
Analysis and Retrieval) system maintained by the Commission. The Commission
maintains a web site (HTTP://www.sec.gov.) on the internet that contains
reports, proxy and information statements and other information regarding
companies that file electronically with the Commission. In addition,
reports, proxy statements and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"). This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement.
P-3 S3/7
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission (File No.
0-18438) under the Exchange Act are incorporated in this Prospectus by
reference:
1. Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995;
2. Quarterly Reports on Form 10-QSB for the quarters ended March 31,
and June 30, 1996, respectively;
3. Current Reports on Form 8-K dated May 2, 1996, and August 15, 1996;
4. The Company's Registration Statement on Form S-18, file 33-31883
(filed with the Commission on October 31, 1989), as amended, which
contains descriptions of the Company's Common Stock and certain rights
relating to the Common Stock, including any amendment or reports filed
for the purpose of updating such descriptions;
5. In addition to the foregoing, all other documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
request of such person, a copy of any or all of the documents which are
incorporated by reference herein, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference therein). Written or
telephone requests should be directed to Vitafort International Corporation,
1800 Avenue of the Stars, Suite 480, Los Angeles, California 90067, Attention:
Theo Bradford; telephone (310) 552-6393.
[LEFT BLANK INTENTIONALLY]
THE COMPANY
Vitafort International Corporation (the "Registrant", the "Company" or
"Vitafort") was formed as a California corporation in 1986 and reincorporated as
a Delaware corporation in 1989. Until May 1993, Vitafort was in the businesses
of formulating and developing value added foods and beverages for third parties
and marketing branded seafood. In May 1993, these businesses were discontinued
and, later in 1993, the Registrant disposed of these businesses. In September
1993, the Registrant installed new management and entered the business of
developing and marketing branded low fat and fat free foods using proprietary
formulations and processes. During 1994, Vitafort continued with the
development of the business it had entered in 1993 and, in June 1994,
commercially introduced a line of fat free brownies under the brand name
Fudgets-Registered Trademark-.
In 1995, the Company continued the development of its business of
developing, manufacturing and marketing low fat and fat free foods. In late
1995 and early 1996, Vitafort began commercial production of Caketts-TM-, a line
of fat free cakes, and Juliettes-TM- a line of low fat chocolate candies.
Vitafort also markets a line of meatless cold cuts under the brand name Trim
Slice/Vegicatessen-TM-, a product line that it acquired in 1993. The Company's
efforts during 1995 were hampered by a lack of operating capital primarily
resulting from the failure to complete a proposed private placement in the first
part of 1995. Management believes that the Company's product development,
manufacturing and marketing efforts will be enhanced in 1996 as a result of the
completion of a $4 million equity financing in January 1996 and other private
placements of its securities. The Company will seek to improve its sales and
production of
P-4 S3/8
<PAGE>
existing products and to develop and market additional branded fat free
products during 1996 and 1997. While management is encouraged by the
performance of the Company's products, the Company's business, which was
hampered by severe working capital shortages, did not achieve profitability
during 1995 and will not achieve profitability during 1996.
The Company is developing additional fat free and low fat foods which it
anticipates introducing during 1996 and beyond, including additional fat free
and low fat bakery items, as well as additional varieties of fat-free and low
fat candies. However, no assurance can be given that the Company will be able
to successfully complete the development of these products or that they will
prove to be commercially viable.
The Company's fat free brownies and cakes and low fat confectionery items
are based upon the Company's proprietary formulas, processes, procedures and
technologies, including proprietary technologies for bonding fat free
ingredients to improve taste and texture. The Company seeks to protect its
proprietary information through secrecy agreements with employees, suppliers and
manufacturers. If the Company is advised by counsel that any of its processes,
procedures or other techniques are patentable, then it may seek appropriate
patent protection.
The Company's products are made from generally available ingredients which
are then converted into the Company's unique products through the Company's
proprietary processes, procedures and technology.
Although management believes that the Company's products are unique and are
superior in taste to other products with which it competes, the food industry is
characterized by the continual development of new products employing various new
technologies and processes. Accordingly, no assurance can be given that new
products will not be developed and marketed which are superior to the Company's
products in taste, texture, feel and nutritional value or that the Company's
products will continue to maintain their market acceptance.
The Company's principal executive offices are located at 1800 Avenue of the
Stars, Suite 480, Los Angeles, California 90067, and its telephone number is
(310) 552-6393.
RECENT DEVELOPMENTS
On May 2, 1996, pursuant to a the terms of a letter agreement, dated May 1,
1996, and the attachments thereto ("FPA") the Registrant acquired the trademarks
"Auburn Farms" and "Nature's Warehouse" and certain related trademarks, trade
dress, and related intangibles in a foreclosure sale from secured lenders of
Auburn Farms, Inc. d.b.a. Nature's Warehouse ("AFI"). The purchase price under
the FPA consisted of $75,000 and deferred payments based upon gross sales (as
defined in the FPA) of products sold by the Company which bear the acquired
trademarks.
On August 15, 1996, the Company entered into a Loan and Security
Agreement ("LSA") with Coast Business Credit, a division of Southern Pacific
Thrift & Loan Association ("Coast"). The LSA provides for a credit facility
of up to $4,000,000 in an amount equal to:(i) 75% of eligible receivables, as
defined in the LSA and (ii) up to 30% of eligible inventories, as defined in
the LSA, but not to exceed $500,000. The LSA has an initial term ending
August 31, 1998 and automatically renews for successive one year terms
thereafter unless either the Company or Coast gives notice of termination
within 60 days of the end of any term. Advances under the LSA bear interest
at the prime rate announced by the Bank of America NT plus 3% per annum and
are secured by a first priority lien on all of the Company's assets. The LSA
provides for minimum interest payments of $7,500 per month for the first
three months, $10,000 for the next three months and $15,000 thereafter. The
Company paid a $40,000 loan fee upon executing the LSA and is required to
pay a $5,000 facility fee on a quarterly basis. The LSA provides for
substantial early termination fees if it is terminated by the Company during
its first two years. The Company paid a $40,000 fee to a facilitator in
connection with the LSA.
The Company intends to use the proceeds of advances under the LSA to
meet its working capital requirements.
RISK FACTORS
LIMITED OPERATING HISTORY
The Company was formed in 1986 and until May 1993 the Company was in the
business of formulating and developing value-added foods and beverages for third
parties and marketing branded seafood. In May 1993 these businesses were
discontinued and later in 1993 the Company disposed of these businesses. In
September 1993 the Company installed new management and entered the business of
developing and marketing branded low fat and fat-free foods using proprietary
formulations and processes. In June 1994 the Company commercially
P-5 S3/9
<PAGE>
introduced its principal product, a line of fat-free brownies under the brand
name "Fudgets". The Company's business did not achieve profitability during
1994 or 1995, will not achieve profitability in 1996, and although management
is encouraged by the performance of the Company's new products, there can be
no assurance that the Company will be profitable in the future. Furthermore,
future revenues and profits, if any, will be dependent on many factors,
including, but not limited to, the Company's ability to expand its operations
in a timely manner to meet demand, competition from other makers of fat-free
products and market acceptance of the Company's products.
LIEN ON ASSETS
Pursuant to a Loan and Security Agreement between the Company and Coast
Business Credit, all the Company's assets are subject to a lien which secures
inventory and receivable financing. A default under the Loan and Security
Agreement and any subsequent foreclosure on the Company's assets could
materially adversely impact the Company.
MARKET ACCEPTANCE AND DEPENDENCE ON PRINCIPAL PRODUCT
Consumer preferences for snack foods in general, and for fat-free and
low-fat foods in particular, are continually changing and are extremely
difficult to predict. Through August 31, the Company derived approximately
77.5% of its 1996 revenues from the sale of Fudgets and Caketts and
approximately 20% of its revenues from the sale of the Auburn Farms line.
There can be no assurance that the Company's products will achieve a
significant degree of market acceptance, that acceptance, if achieved, will
be sustained for any significant period or that product life cycles will be
sufficient to permit the Company to recover start-up and other associated
costs. Failure of the Company's products to achieve or sustain market
acceptance would have a material adverse effect on the Company's business,
financial condition and results of operations.
COMPETITION
The market for snacks is large and highly competitive. Competitive
factors in the snack industry include product quality and taste, brand awareness
among consumers, access to supermarket shelf space, price, advertising and
promotion, variety of snacks offered, nutritional content, product packaging and
package design. The Company competes in the snack food market segment
principally on the basis of nutritional content and product quality and taste.
The Company's fat-free and low-fat products are priced higher than traditional
snacks. As a result, price erosion due to competitive factors would have a
material adverse effect on the Company.
The Company also competes with a number of manufacturers in the fat-
free and low-fat portion of the industry, including Health Valley Foods, Nabisco
(Snackwell's) and Pepperidge Farms (Greenfield). Additional competitors include
regional and private label snack companies. Potential entrants in the fat-free
and low-fat snack food market segment include the national competitors and
private label competitors.
Certain of the Company's products are made using proprietary
production processes designed by the Company. There is no assurance that others
will not develop equivalent or better technology and processes for manufacturing
fat-free and low-fat snacks, which could materially adversely affect the
Company's business, financial condition and results of operations.
DEPENDENCE ON KEY EXECUTIVE OFFICERS AND OTHER QUALIFIED PERSONNEL
The Company is highly dependent on certain key personnel, including
Mark Beychok, its President and Chief Executive Officer. Another key
employee is John Coppolino, Director of Sales. The loss of one or more
key personnel could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company intends to obtain
key man life insurance policies payable to the Company in the amount of $1.5
million on the life of Mr. Beychok. The recruitment, retention and
motivation of skilled executives, sales
P-6 S3/10
<PAGE>
and technical personnel and other employees are important to the Company's
operations. Although the Company has not experienced significant problems in
recruiting and retaining qualified personnel, there can be no assurance that
it will not encounter such problems in the future.
RELIANCE OF NEW TECHNOLOGY
The Company relies heavily on its own trade secrets relating to its
proprietary processes. As is typically the case with new technologies, the
Company has encountered a variety of problems implementing this technology
during the initial phases of its production, which has resulted in some
interruptions of production. Technological problems result in delays and
increased costs when they arise, and there can be no assurance that unforeseen
technological problems will not slow the rate of the Company's expansion or
increase the costs of manufacturing, or other costs. The occurrence of such
events could adversely affect the Company's business, financial condition and
results of operations.
AVAILABILITY OF SHELF SPACE
The majority of the Company's sales are made through supermarkets, and
the Company expects supermarket sales to constitute a significant portion of its
future sales. Such sales are affected by access to shelf space, which is
limited. Food retailers typically seek concessions, allowances or other
discounts from food manufacturers and suppliers, such as the Company and its
distributors, in return for shelf space. Although to date the Company has not
incurred material expenditures to obtain shelf space, the Company believes that
it may have to incur such expenditures in the future in order to obtain or
retain shelf space for its products. Such expenditures, if significant, could
adversely affect the Company's business, financial condition and results of
operations.
CONTRACT MANUFACTURING AGREEMENTS
In order to achieve economies of scale and production flexibility the
Company has entered into contract manufacturing agreements with established food
manufacturers which have the facilities for the production of its products. In
the event of a contract dispute between the Company and any of these contract
manufacturers or if any contract manufacturer experiences an interruption in its
business as a result of labor disputes, acts of God or a similar occurrence over
which the Company has no control, such an event could materially and adversely
affect the Company's business. In addition, the Company has experienced
quality control problems at certain of its past contract manufacturers which
may continue to adversely effect its goodwill.
MANAGEMENT OF GROWTH
The Company intends to expand its operations significantly during 1996
and thereafter, through the expansion of its sales and marketing capacity, and
the expansion and addition of distribution channels. There can be no assurance
that the Company will have available sources of funds necessary to achieve rapid
growth, or that the Company will be able successfully to match its production
capacity to the demand for its products in a timely manner or to build and
maintain its distribution system. The Company has no long-term contracts with
its distributors. The Company has previously experienced problems both with a
slowing of demand and resulting excess capacity, as well as with sharp increases
in demand and resulting shortages of capacity. Efforts by the Company to
increase production rapidly in order to meet sharp increases in demand
P-7 S3/11
<PAGE>
have sometimes resulted, and could in the future result, in additional
expenses that materially increase the cost of goods sold and reduce
profitability. The occurrence of any of these events would likely have a
material adverse effect on the Company's business, financial condition and
results of operations, as well as on its distribution relationship and
prospects. Because Fudgets and other of the Company's fat-free products have
a limited shelf life, the Company cannot produce significant inventories for
later sale. In addition, because the Company's production process relies
upon recently developed technology, it is possible that unforeseen
technological problems could arise that would slow the rate or increase the
cost of expansion of the Company's production capacity through its contract
manufacturing agreements.
Successful management of rapid growth will require the Company to
continue to implement and improve its financial, accounting and management
information systems and to hire, train, motivate and manage its employees,
including additional middle management, sales and marketing employees. A
failure to manage the Company's growth effectively would have a material adverse
effect on the Company's business, financial condition and results of operations,
and on its ability to execute its business strategy successfully.
NO DIVIDENDS
To date, the Company has not paid any dividends on its Common Stock
and does not intend to declare any dividends in the foreseeable future.
PATENTS, TRADEMARKS AND PROPRIETARY RIGHTS
The Company's success is greatly dependent on its ability to preserve
its trade secrets and trademarks and operate without infringing the proprietary
rights of third parties. In addition, because the Company does not own any
issued patents, its success is also dependent on its own ability to obtain new
patents on such processes and equipment used by the Company. There can be no
assurance that the licensed patents will provide sufficient protection for the
Company's present or future technologies, products and processes. In addition,
there can be no assurance that others will not independently develop
substantially equivalent or improved methods of manufacturing fat-free or low-
fat snack products or obtain access to the Company's know-how. The Company has
registered the trademarks "Fudgets," "Trim Slice/Vegicatessen," "Just Like
Peanut Butter," "Heart and Soul," "Caketts," and "Truffets" in the United
States. No assurance can be given as to the degree of protection the licensed
patents and the trademark will afford, the validity of such patents or the
Company's ability to avoid violating or infringing any patents issued to others.
Moreover, there can be no guarantee that any patents licensed by the Company
will not be infringed by others. Defense and prosecution of patent claims can
be expensive and time consuming, even in those instances in which the outcome is
favorable to the Company, and can result in the diversion of resources from the
Company's other activities. An adverse outcome could subject the Company to
significant liabilities to third parties, require the Company to obtain licenses
from third parties or require the Company to cease any related product
development activities or sales.
The Company's success is also dependent upon the skills, knowledge and
experience (none of which is patentable) of its technical personnel. To help
protect its rights, the Company requires all employees to enter into
confidentiality agreements that prohibit the disclosure of confidential
information to anyone outside the Company. There is no assurance, however, that
these agreements will provide adequate protection for the Company's trade
secrets, know-how or other proprietary information in the event of any
unauthorized use or disclosure.
P-8 S3/12
<PAGE>
GOVERNMENT REGULATION
The packaged food industry is subject to numerous federal, state and
local government regulations, including those relating to the preparation,
labeling and marketing of food products. The Company is particularly affected
by the recently enacted Nutrition Labeling and Education Act ("NLEA"), which
requires specified nutritional information to be disclosed on all packaged
foods. The Company's labeling currently meets these requirements. In addition,
the NLEA, which is administered by the Food and Drug Administration ("FDA"),
strictly regulates the standards that must be met to make a claim that a product
is "fat-free" or "low-fat." In addition, the FDA standards could conceivably be
lowered further or reduced to zero. Changes in fat content could adversely
affect the taste and texture of the Company's products and their acceptability
to consumers, which could adversely affect the Company's sales and results of
operations. Labeling standards imposed by certain other countries may vary from
those in the United States. For example, Canada requires that any product
claiming to be "fat-free" have less than 0.2 grams of fat per ounce (as compared
to the new NLEA requirement of less than 0.5 grams per serving). The Company's
operations are also governed by laws and regulations relating to work place
safety and worker health, principally the Occupational Safety and Health Act
("OSHA"). The Company believes that it is currently in compliance with such
laws and regulations, and that the costs of complying with OSHA and FDA
regulations are not burdensome.
LIMITED MARKET AND POSSIBLE ILLIQUIDITY OF SHARES
The market price for the Company's securities may be significantly
affected by such factors as the Company's financial results, the introduction
of new products, and various factors affecting the food industry generally.
Additionally, in recent years, the stock market has experienced a high level
of price and volume volatility and market prices for many companies,
particularly small and emerging growth companies the common stock of which
trade in the over-the-counter market, have experienced wide price
fluctuations not necessarily related to the operating performance of such
companies. The market price for the Company's Common Stock may be affected
by general stock market volatility. Currently there is a limited market for
the Company's Common Stock in the over-the-counter ("OTC") market as the
Common Stock is traded in the OTC Bulletin Board. The OTC market is smaller
than other securities markets, and prices for OTC securities are not
generally published in the news media. Information about the Company and
transactions in the Company's shares may be more limited on the OTC market.
Further, because the price of the Common Stock is below $5.00 per share and
the Company does not have at least $5,000,000 in net tangible assets, the
Company's Common Stock is deemed to be a "penny stock" under applicable rules
of the SEC. Penny stocks are subject to additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers (as defined in such rules) and accredited investors
(generally, institutions and, for individuals, an investor with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with such investor's spouse). For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchaser
and must have received the purchaser's written consent to the transaction
prior to the purchase. Consequently, the rules may restrict the ability of
broker-dealers to sell the Common Stock and may affect the ability of holders
of Common Stock to sell their shares in the secondary market. The
above-described rules may materially adversely affect the liquidity of the
market for the Company's Common Stock.
USE OF PROCEEDS
The Company will realize no proceeds on the sale of Common Stock by
the Selling Stockholders. Any proceeds from the exercise of Options or
Warrants will be added to the Company's working capital.
P-9 S3/13
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the nature of his position, office, or other material relationship to the
Company for the past three years and the number of shares of Common Stock of
each such Selling Stockholder (1) owned of record as of September 30, 1996;
(2) which are to be offered hereunder; (3) which are to be owned by each such
Selling Stockholder assuming the sale of all shares offered hereunder; and
(4) the percentage of outstanding shares of Common Stock to be owned by each
Selling Stockholder after the sale of the shares to be offered hereunder.
There can be no assurance that any of the Selling Stockholders will offer for
sale or sell any or all of the Common Stock offered by them pursuant to this
Prospectus.
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER COMMON
NUMBER OF NUMBER OF OF SHARES STOCK TO BE
SHARES OWNED SHARES TO BE OWNED OWNED
PRIOR TO THE SOLD IN THE AFTER THE AFTER THE
NAME OF STOCKHOLDER OFFERING OFFERING OFFERING OFFERING
- ------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
__________________________________________________________________________________________________________________________________
A. H. Donald Figge 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Abraham Kaplan 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Albert Snell 54,167 108,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Aldo A. & Lisa A. Albertoni 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Anthony Long/IRA# 36593027 6,250 12,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Antonio Ponte/
RAIFINANZ A.G. 2,000 2,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Arnold Berstein 12,500 25,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Arthur & Marcia M. McMorris 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Arthur M. & Irma Mandell 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Barbara & William Patch 2,733 5,467 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Barbara & William Patch, Trustees
The Patch Family Trust 2,267 4,533 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Barbara V. Schiller 30,000 60,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Barton G. Codiga 10,000 21,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Bellair Heating & Air Conditioning 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Bill Fraser 6,091 6,091 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Blain Athorn, President/Memory Training
Institute 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Brooke R. Whitted 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Bryon Ator 3,125 6,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
C. Albert Koob 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Carl J. Dauer 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Carson Conant 11,667 23,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Chappell Conant 11,667 23,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Charles & Guadalupe Cheng 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Charles & Molly Montes 10,000 20,000 0 *
__________________________________________________________________________________________________________________________________
</TABLE>
P-10 S3/14
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER COMMON
NUMBER OF NUMBER OF OF SHARES STOCK TO BE
SHARES OWNED SHARES TO BE OWNED OWNED
PRIOR TO THE SOLD IN THE AFTER THE AFTER THE
NAME OF STOCKHOLDER OFFERING OFFERING OFFERING OFFERING
- ------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
__________________________________________________________________________________________________________________________________
Charles R. Damaske 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Charles Simpson 6,250 12,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Chris Nicolaou 2,500 2,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Christopher W. Antley 20,000 60,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Christy Schumar 1,500 1,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Clarence & Ada Miller 37,500 75,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Clarence E. & Ada M. Miller, Trustees 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Cohig & Associates 8,121 8,121 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Cornelius Hunt 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Credit des Alpes 8,333 8,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Cynthia Keefover 2,606 2,606 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Dan Duquette 14,415 14,415 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Daniel Ukkstead 1,250 1,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
D'Anne Carson 250 250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
David H. Fink, Trustee David H. Fink Revocable 25,000 50,000 0 *
Intervivos Trust dated 9/20/89
- ----------------------------------------------------------------------------------------------------------------------------------
David R. Rice 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
David Schrager 2,500 5,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Delaware Charter & Trust Co. IRA FBO Ebrahim Talebi 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Delaware Charter & Trust Co. IRA FBO Jesse Miller 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Dennis Patterson 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Don Lenauer 12,500 25,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Don Wohl (1) 20,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Donald Johnson 6,500 6,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Dornbusch Mensch Mandelstam & Schaeffer LLP 15,000 15,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
E&M RP Trust 4,500 4,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
E.L. Ashcroft, III 6,250 12,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Ed Wallick 250 2,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Edie Kirshner 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Edward J. & Marilyn J, Rapinchuk, Trustees 5,000 10,000 0 *
Rapinchuk Family Trust
- ----------------------------------------------------------------------------------------------------------------------------------
Ernestine W. Miller 10,000 20,000 0 *
Eugene Davis, Trustee
- ----------------------------------------------------------------------------------------------------------------------------------
Davis Family Trust 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Evelyn L. Hankins IRA 10,000 20,000 0 *
First Trust Corp., Trustee
- ----------------------------------------------------------------------------------------------------------------------------------
First Trust Corp., Trustee 5,000 10,000 0 *
Rossario Vallone IRA 138344
__________________________________________________________________________________________________________________________________
</TABLE>
P-11 S3/15
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER COMMON
NUMBER OF NUMBER OF OF SHARES STOCK TO BE
SHARES OWNED SHARES TO BE OWNED OWNED
PRIOR TO THE SOLD IN THE AFTER THE AFTER THE
NAME OF STOCKHOLDER OFFERING OFFERING OFFERING OFFERING
- ------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
__________________________________________________________________________________________________________________________________
First Trust Corp., Trustee 5,000 10,000 0 *
Carmen J. Santa Maria IRA D617561
- ----------------------------------------------------------------------------------------------------------------------------------
First Trust Corp., Trustee 5,000 10,000 0 *
Patrick E. McKibbon IRA D604771
- ----------------------------------------------------------------------------------------------------------------------------------
Food Integrated Technology, Inc. 4,500 4,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Frank Bianchini 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Frank L. & Kay D. Leyba 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Fred Kassner 2,250 2,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Gary Bartlett 6,250 12,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Gary L. Power 10,000 21,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
George Cannan 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
George Furla 40,000 60,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
George Katcavage 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Gerard J. Mc Lain 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Glenn A McCusker 18,750 18,750 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Government Capital Corp. 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Grant M. Codiga 10,000 20,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Gregory Ebbitt 12,500 25,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Hal & Nancy Stratton 6,250 6,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Harley S. Geller 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Harley Schear, M.D. 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Henk & Benita Mulyapatera 16,250 32,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Herman Jacobs 100,000 (4) 100,000 (4) 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Imperial Valley Emergency Physicians Inc. 5,000 10,000 0 *
Money Purchase Pension Plan FBO Uri Guefen
- ----------------------------------------------------------------------------------------------------------------------------------
Jack Vink 1,827 1,827 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Jacob Kuijper 2,030 2,030 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Jalil Pahlavan 33,333 66,667 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
James S. Sanders 21,250 42,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
JDK & Associates 100,000 100,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Jeanette Day 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Jeffery D. Salberg 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Jerome H. Lipman & Linda Lipman JTWROS 16,667 33,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
John & Virginia Astorian, Trustees 5,000 10,000 0 *
Astorian Family Trust Dated October 6, 1993
- ----------------------------------------------------------------------------------------------------------------------------------
John Catsimitidis 4,500 4,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
John J. & Susan J. Waters 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
John K. Waken & Gracie E. Waken, Cotrustees 20,000 40,000 0 *
UDT Dated 12-19-93, FBO John K. Waken &
Gracie E. Waken Trust
__________________________________________________________________________________________________________________________________
</TABLE>
P-12 S3/16
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER COMMON
NUMBER OF NUMBER OF OF SHARES STOCK TO BE
SHARES OWNED SHARES TO BE OWNED OWNED
PRIOR TO THE SOLD IN THE AFTER THE AFTER THE
NAME OF STOCKHOLDER OFFERING OFFERING OFFERING OFFERING
- ------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
__________________________________________________________________________________________________________________________________
John Mallory/IRA# 72589730 6,250 12,500 0 *
Southwest Securities, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
John P. & Ivy Mooney 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Josef F. & Roxanne Korzeniowski 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Ken Berg 13,750 1,250 12,500 *
- ----------------------------------------------------------------------------------------------------------------------------------
Kevin McEneely 69,500 141,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Kieth Himes 250 250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Kim Choy 28,750 57,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Kimberly Stuart 250 250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Kurt Martin 30,000 30,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
LaJolla Securities Corp. 11,005 11,005 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Larry D. Washington, Jr. 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Larry Salberg 50,000 100,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Lawrence K. Johnston, Trustee 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Lawrence Lieberman 13,333 26,667 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Lewis Bernstein & Rosalyn Samuel Bernstein, Trustees 5,000 10,000 0 *
Lewis Bernstein & Rosalyn Samuel Bernstein Family Trust,
Dated June 12, 1978
- ----------------------------------------------------------------------------------------------------------------------------------
Linda Delvechia 1,500 1,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Lloyd DeBruycker 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Loyal & Leta Seeds 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
M. Loewenthal, Plan Administrator 10,000 20,000 0 *
RDA Trading Inc. Pension Plan
- ----------------------------------------------------------------------------------------------------------------------------------
Marc Voit 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Marianne Pavon 1,000 1,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Marilee Conant 28,333 56,667 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Mark & Belva DeBruycker 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Mark M. Barone, DC 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Max & Grace Gottlieb, Trustees Gottlieb Living Trust 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Mei-Ruey Lee 15,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Melvin I. Kaufman 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Merrick Okamoto 12,250 12,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Michael & Laura Rasmovich, Trustees 3,360 3,360 0 *
Michael & Laura Rasmovich Tust dated 12/14/93
- ----------------------------------------------------------------------------------------------------------------------------------
Michael A. Knowles 15,000 30,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Michael Schrager 2,500 5,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Nicholas Konstant 285,750 130,000 195,750 4.40%
- ----------------------------------------------------------------------------------------------------------------------------------
Norm Hitzges 3,125 6,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Paola Ricci 0 1,333 0 *
__________________________________________________________________________________________________________________________________
</TABLE>
P-13 S3/17
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER COMMON
NUMBER OF NUMBER OF OF SHARES STOCK TO BE
SHARES OWNED SHARES TO BE OWNED OWNED
PRIOR TO THE SOLD IN THE AFTER THE AFTER THE
NAME OF STOCKHOLDER OFFERING OFFERING OFFERING OFFERING
- ------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
__________________________________________________________________________________________________________________________________
Patricia Bozarjian 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Patrick McEneely 10,250 19,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Paul & Marietta Heaton 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Paul Linam 26,250 52,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Paul Swim 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Bi-Coastal Corporation 17,857 17,857 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Peter Blowitz 14,866 14,866 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Peter Furla 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Peter J. Leahy IRA 10,000 21,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Pro-Systems Fab, Inc. 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
R. Logan Kock & Caroline Davidson-Kock 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Radu Popa 250 250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Randy Sasaki 4,998 4,998 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Randy Stewart 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
RC Trading Co Inc. 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Richard & Sharon Thompson Living Trust 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Richard Cristea 16,667 33,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Richard Kaplan 44,953 21,778 23,174 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert & Cynthia Wunderlich 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert & Judy Faust 24,800 24,800 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert B. Graham 50,000 100,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert Brown 7,467 7,467 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert Carl Stuberg 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert F. Chatfield-Taylor 5,000 10,000 0 *
Advest Inc, Custodian FBO
- ----------------------------------------------------------------------------------------------------------------------------------
Robert K. Brown 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Rochelle Weinkranz 50,000 150,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Roger Zuffrey 12,500 50,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Ronald P. Iannelli 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Roy A. Martinez 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Ryan McEneely 20,250 19,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
S.F. Bier & Company 0 2,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Sam L. & Carol J. Piazza, Trustees 5,000 10,000 0 *
Piazza Family Trust Dated 2/9/89
- ----------------------------------------------------------------------------------------------------------------------------------
Scott Liolios 4,848 4,848 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Scott P. Merrell 5,000 10,000 0 *
__________________________________________________________________________________________________________________________________
Shorland & Helen L. Hunsaker 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Soni M. Rice Sandberg & Jeffrey D. Rice, Trustees 5,000 10,000 0 *
Rice Family Trust
- ----------------------------------------------------------------------------------------------------------------------------------
Spero Furla 5,000 10,000 0 *
__________________________________________________________________________________________________________________________________
</TABLE>
P-14 S3/18
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER COMMON
NUMBER OF NUMBER OF OF SHARES STOCK TO BE
SHARES OWNED SHARES TO BE OWNED OWNED
PRIOR TO THE SOLD IN THE AFTER THE AFTER THE
NAME OF STOCKHOLDER OFFERING OFFERING OFFERING OFFERING
- ------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
__________________________________________________________________________________________________________________________________
Stephen B. Powers 10,000 22,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Steve G. Illes 50,000 100,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Steven B & Janet M Reid 12,500 12,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Susan Weinkranz 91,667 183,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Taylor Fletcher/Southwest Marketing 12,500 25,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Terry J. Bachmeier 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Terry Lewis 22,500 22,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
The Cook Revocable Living Trust 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Themis G. Galanis 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Thomas & Stella Loughlin 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Thomas Farmer 6,250 12,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Tim Hovland 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Tim Temple 5,250 10,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Todd Poindexter 500 500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Toluca Pacific Securites 7,333 7,333 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Tom Guyman 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Tony Hill 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
TP Holding Corp. 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Transcorp FBO Alvin M. Gottlieb, M.D. 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Trent Gribben 1,950 1,950 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Troy Peters 2,233 2,233 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Uri Guefen, Trustee 5,000 10,000 0 *
Guefen Family Trust
- ----------------------------------------------------------------------------------------------------------------------------------
ATCOLP Investment Partners, LP 164,250 164,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Victor Conant 28,333 66,667 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Walter C. Schiller 15,000 30,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Walter J. Lack 6,250 6,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Walter Schultz 10,000 20,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Wayne Dahl, D.C. 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Wayne J. Levi 7,467 7,467 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
West America Securities Corporation 3,945 3,945 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
William Haynes/IRA 12,500 25,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Nations Bank of Texas 12,500 25,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
William J. & Linda A. Somsak 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
William K. Guptill 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
William O.E. Henry 2,250 2,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Wing Hin Chau 20,000 40,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Yong Wun Chung, M.D. 35,000 70,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Zarko & Irma Vuletic 5,000 10,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Arrow Marketing, Inc. 18,750 18,750 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Anderson Chamberlin, Inc. 0 2,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Haggerty Schwartz Dixon 0 2,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Joe Dell Brokerage, Inc. 0 2,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Chandler 0 2,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Marketing Specialists, Inc. 0 1,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Bromar, Inc. 0 2,750 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Salesforce, Inc. 0 1,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Service Brokerage Co. 0 1,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
PMI - Eisenhart 0 4,750 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Shur - Good 0 1,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Serve - U - Success 0 1,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Atlas/SC 0 1,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Choice Marketing 0 1,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Service Brokerage Co. 0 750 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Texas HF 0 750 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Barnett Bros. Brokerage Co. 0 500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Galaxy Marketing 0 500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Brown Moore & Flint, Inc. 0 1,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Graham Food Brokerage 0 750 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Luke Soules, Inc. 0 500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Scott Cooper 10,850 10,850 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Steve Schonfeld 2,500 2,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Malcolm Campbell 2,250 2,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Joff Pollon 12,500 12,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert Luke 37,500 37,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Corporate Relations Group, Inc. 0 500,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Natural Specialties 5,500 10,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Robert George & Associates, Inc. 0 9,650 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Marathon Marketing 1,500 4,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
National Brokers/Phoenix 750 2,250 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Michael Theodor Brokerage 300 1,550 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Manna Brokerage 50 550 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Newmarket Sales 25 775 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Mitzvah Marketing 13 513 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Acosta Corporation 0 6,000 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Liason Marketing 0 2,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Atlas/NC 0 2,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
Food Enterprises, Inc. 0 2,500 0 *
- ----------------------------------------------------------------------------------------------------------------------------------
EA Berg & Sons, Inc. 0 2,500 0 *
__________________________________________________________________________________________________________________________________
</TABLE>
*Less than 1%
(1) Mr. Wohl is a Director of the Registrant.
(2) These amounts include the shares underlying warrants & options not yet
exercised. See items (a) through (f) on page P1 of the Prospectus for a
description of securities being registered.
(3) Michael & David Schrager are the adult children of Sheldon Schrager,
Chairman of the Board of Directors of Vitafort International Corporation.
(4) Also included are such additional shares as may become issuable pursuant
to the anti-dilution provisions of Mr. Jacob's options.
P-15 S3/19
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock to be sold by the Selling Stockholders may be sold from time to
time as market conditions permit in the over-the-counter market, or otherwise,
at prices and terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions. The shares of Common Stock offered
hereby may be sold by one or more of the following methods, without limitation:
(a) a block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits Purchasers; and (d) face-to-face transactions between sellers
and Purchasers without a broker-dealer. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers and
any other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act") in connection with such sales. In addition, any securities covered by
this Prospectus that qualify for sale pursuant to Rule 144 promulgated
thereunder might be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholders will comply with Rule 10b-6 promulgated under the
Securities Exchange Act of 1934, as amended, in connection with all resales of
Common Stock offered hereby.
LEGAL MATTERS
The validity of the Common Stock being offered hereby, has been passed upon
for the Company by Frank J. Hariton, Esq., 485 Madison Avenue, New York, New
York 10026. Mr. Hariton owns (i) 7,967 shares of the Company's Common Stock;
(ii) 800 of the Company's Redeemable Public Warrants; and (iii) options to
acquire 6,667 shares with an average exercise price of $5.25.
STATEMENT OF INDEMNIFICATION
The Company has adopted the provisions of Section 102(b)(7) of the Delaware
General Corporation Act (the "Delaware Act") which eliminates or limits the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty under certain circumstances. Furthermore,
under Section 145 of the Delaware Act, the Company may indemnify each of its
directors and officers against his expenses (including reasonable costs,
disbursements and counsel fees) in connection with any proceeding involving such
person by reason of his having been an officer or director to the extent he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to the best interest of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
determination of whether indemnification is proper under the circumstances,
unless made by a court, shall be determined by the Board of Directors. 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 Act and is therefore unenforceable.
P-16 S3/20
<PAGE>
EXPERTS
The consolidated financial statements of Vitafort International Corporation
and subsidiaries as of December 31, 1995 and 1994 and for each of the years
in the three year period ended December 31, 1995, have been incorporated by
reference herein and in the registration statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
ADDITIONAL INFORMATION
As of October 4, 1996, the Company had an aggregate of 9,000,000 shares of
Common Stock authorized of which 4,666,164 shares of Common Stock were issued
and outstanding without giving effect to any rounding in connection with the
reverse stock split. Further information concerning the Common Stock of the
Company may be found in the documents incorporated by reference above.
P-17 S3/21
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1)
Securities and Exchange Commission filing fee $8,667.29
Transfer Agent's and Registrar's Fees 1,500.00
Legal fees and expenses 10,000.00
Accounting fees and expenses 8,000.00
Miscellaneous 1,832.71
-----------
Total $ 30,000.00
-----------
-----------
All amounts estimated except for Securities and Exchange Commission filing
fee.
(1) As required by agreements between the Company and the Selling
Stockholders, all of these expenses of issuance and distribution will be paid by
the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Company may indemnify its directors or
officers if such director or officer 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 (including an action by
or in the right of the Company by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation) 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 Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Company to procure a judgment in its favor, as to any matter which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty. The Company shall indemnify its directors or officers
to the extent that they have been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in the defense of any claim,
issue or matter therein, against expenses (including attorneys' fees) actually
and reasonably incurred by them in connection therewith. In addition, Delaware
law permits a corporation to limit or eliminate the liability of a director to
the corporation and its shareholders for negligent breaches of such directors'
fiduciary duties in certain circumstances. The foregoing statement is qualified
in its entirety by the detailed provisions of Sections 145 and 102 of the
Delaware General Corporation Law.
The Company's Certificate of Incorporation and Bylaws contain provisions
with respect to the indemnification of directors and officers which provide for
indemnification to the fullest extent provided by Delaware law as described
above and which eliminates the liability of directors for negligent breaches of
their fiduciary duties to the Company in certain circumstances to the full
extent permitted by Delaware law as described above.
II-1 S3/22
<PAGE>
ITEM 16. LIST OF EXHIBITS
3.1 Certificate of Incorporation of Registrant(1)
3.2 By-laws of Registrant(1)
3.3 Agreement and Plan of Merger between the Registrant and
Vitafort International Corporation, a California
corporation(1)
3.4 Certificate of Designation - Series A Preferred Stock(5)
3.5 Certificate of Designation - Series B Preferred Stock(5)
3.6 Certificate of Amendment to the Certificate of
Incorporation, November 1991(5)
3.7 Certificate of Designation - Series C Preferred Stock(5)
3.8 Certificate of Amendment to the Certificate of
Incorporation, filed February 8, 1994 (6)
3.9 Certificate of Designation - Series D Preferred Stock(6)
3.10 Certificate of Amendment to the Certificate of
Incorporation, filed November, 1995. Incorporated by
reference to Exhibit 4.10 filed with the Registrant's
Registration Statement on Form S-8 filed January 25, 1996
File Number 33-300435 (the "January 1996 S-8").
4.1 Specimen Stock Certificate(1)
4.2 Specimen Redeemable Common Stock Purchase Warrant(1)
4.3 Form of Warrant Agreement(1)
4.4 Proposed form of Underwriters Warrant Agreement(1)
4.6 Warrant Extension Agreement, December 18, 1992(5)
4.7 Warrant Extension Agreement, December 18, 1994(6)
4.8 Warrant Extension Agreement, January 18, 1995(6)
4.9 Warrant Extension Agreement, April 3, 1995(6)
4.10 Warrant Extension Agreement, May 3, 1995. Incorporated by
reference to Exhibit 4.18 to the January 1996 S-8.
4.11 Warrant Extension Agreement, June 15, 1995. Incorporated by
reference to Exhibit 4.19 to the January 1996 S-8.
4.12 Warrant Extension Agreement, July 17, 1995. Incorporated by
reference to Exhibit 4.20 to the January 1996 S-8.
4.13 Warrant Extension Agreement, August 16, 1995. Incorporated
by reference to Exhibit 4.21 to the 1996 S-8.
4.14 Warrant Extension Agreement, December 31, 1995.
Incorporated by reference to Exhibit 4.22 to the January
1996 S-8
4.15 Warrant Extension Agreement, April 30, 1996. Incorporated
by reference to exhibit 4.23 in the S-8 filed by the
Registrant on May 22, 1996 ( "the May 1996 S-8")
4.16 Certificate of Elimination for Series A Preferred Stock,
April 26, 1996. Incorporated by reference to exhibit 4.24 in
the May 1996 S-8
4.17 Certificate of Elimination for Series D Preferred Stock, May
6, 1996. Incorporated by reference to exhibit 4.25 in the
May 1996 S-8
4.18 Warrant Extension Agreement, September 30, 1996 (Filed
Herewith)
5.1 Legal Opinion of Frank J. Hariton, ESQ (Filed Herewith)
10.1 Loan Agreement, dated August 19, 1988, between the
Registrant and Bishop Capital, L.P. and promissory note in
the principal amount of $150,000(1)
10.2 License Agreement, dated April 25, 1986, between the
Registrant and Crystal Geyser Water Registrant and
amendment, dated January 7, 1988(1)
10.3 Demand Promissory Note, dated July 10, 1987, from Registrant
to Joseph R. Daly in the principal amount of $300,000 and
Modification, dated October 11, 1989(1)
10.4 License Agreement, dated as of October 9, 1987, between the
Registrant and Good Health Beverage, Inc. and amendment,
dated November 23, 1988(1)
10.5 Product Development Agreement, dated as of January 21, 1988,
between the Registrant and International Multifoods, Inc.(1)
10.6 Beverage Agreement, dated as of October 31, 1988, between
the Registrant and PowerBurst Corporation(1)
II-2 S3/23
<PAGE>
10.7 Amended and Restated Agreement, dated August 2, 1989,
between the Registrant and Vitafort Far East Co., Ltd.(1)
10.8 Agreement, dated August 11, 1989, between Barry Saltzman,
M.D. and Yoshio Tanaka(1)
10.9 Lease, dated June 13, 1988, between Registrant and
Shelterpoint Equities, Ltd. for offices at 591 Redwood
Highway, Mill Valley, California(1)
10.10 Agreement, dated July 25, 1989, between Nutrifish
Corporation and Mt. Lassen Trout Farms(1)
10.11 Salmon Rondelles Joint Development and Marketing Agreement,
dated as of September 18, 1989, between Nutrifish
Corporation and Norwegian Seafoods, Inc.(1)
10.12 Whole Salmon Joint Development and Marketing Agreement,
dated as of September 26, 1989, between Nutrifish
Corporation and Norwegian Seafoods, Inc.(1)
10.13 Employment Agreement, dated September 13, between the
Registrant and Barry K. Saltzman(1)
10.14 Employment Agreement, dated September 13, between the
Registrant and Jeffrey Lewenthal(1)
10.15 The Registrant's 1989 Stock Option Plan(1)
10.16 Stock Option Agreement, dated as of July 17, 1989 between
the Registrant and Jeffrey Lewenthal(1)
10.17 Secrecy Agreement, dated as of May 2, 1986, between the
Registrant and Hoffman-LaRoche, Inc.(1)
10.18 Joint Venture Agreement, dated September 29, 1989, between
the Registrant and Agrolife Technologies, Inc.(1)
10.19 Consulting Agreement, dated September 13, 1989, between the
Registrant and Randall S. Reis(1)
10.20 Loan Agreement, dated June 15, 1989, between Union Bank and
Joseph R. Daly(1)
10.21 Form of Employee Confidentiality Agreement.(2)
10.23 Form of Escrow Agreement by and among the Registrant,
Gilford Securities Corp., and certain stockholders of
Registrant(1)
10.24 Promissory Note, made November 21, 1989, by Nutrifish
Corporation and payable to Joseph R. Daly(1)
10.25 Right of First Refusal Agreement, dated November 21, 1989,
between Nutrifish Corporation and Joseph R. Daly(1)
10.26 Production License Agreement for Nutrifish Norwegian Salmon,
dated February 2, 1990, between Nutrifish Corporation and
Norwegian Seafoods, Inc.(2)
10.27 Test Market Agreement, dated December 19, 1989, between
International Multifoods Corporation and the Registrant.(2)
10.28 Amendment, dated as of December 19, 1989, to the Product
Development Agreement between International Multifoods
Corporation and the Registrant.(2)
10.29 Consulting Agreement, dated February 21, 1990, between the
Registrant and Joseph R. Daly.(2)
10.30 License Agreement between the Registrant and Nulaid Foods,
Inc., dated April 30, 1990.(2)
10.31 License Agreement between the Registrant and Vitafort Latin
America, dated July 30, 1990.(2)
10.32 Termination Agreement between the Registrant and Jeffrey D.
Lewenthal, dated September 12, 1990.(2)
II-3 S3/24
<PAGE>
10.33 Settlement Agreement and Full Release between Nicholas J.
Caputo and Registrant, dated October 4, 1990.(2)
10.34 Employment Agreement between the Registrant and Stephen D.
Clow, dated December 1, 1990.(2)
10.35 Employment Agreement between the Registrant and Frank A.
Corsini, dated January 2, 1991.(2)
10.36 Stock Option Agreement between the Registrant and Stephen D.
Clow, dated January 2, 1991.(2)
10.37 Stock Option Agreement between the Registrant and Frank A.
Corsini, dated January 2, 1991.(2)
10.38 Letter Agreement, dated February 1, 1991, amending
Consulting Agreement between the Registrant and Joseph R.
Daly.(2)
10.39 Letter Agreement, dated March 12, 1991, between the
Registrant and Joseph R. Daly regarding debt
reorganization.(2)
10.40 Consulting Agreement between Norman Kretchmer, M.D., Ph.D.,
and the Registrant, dated December 20, 1988.(2)
10.41 Settlement Agreement between the Registrant and PowerBurst
Corporation, dated September 23, 1991.(2)
10.42 Subscription Agreement between the Registrant and Societe
Anonyme Financier Industrielle et Garantie, dated
November 1, 1991. Incorporated by reference to Exhibit 1 to
the Registrant's Report on Form 8-K dated November 1, 1991.
10.43 Exclusive Distribution Agreement between Registrant and
Chicago Fish House, dated June 13, 1991.(2)
10.44 Larry Lucas Settlement Agreement, dated March 25, 1993.(5)
10.45 Frank Corsini, Separation Agreement, dated May 18, 1993.(5)
10.46 Agreement dated October 5, 1993 between the Registrant and
Second Nature Technologies, Inc.(3)
10.47 Food and Beverage Technology Agreement(3)
10.48 Asset Purchase and Sale Agreement, dated as of June 7, 1993
by and among Crystal Clear Farms, Inc., a Maine corporation,
the Registrant and Salmon Distribution Subsidiary, Inc. a
Maine corporation which was formerly known as Crystal Clear
Farms, Inc.(4)
10.49 Temporary Operating Agreement dated June 7, 1993 by and
among Samuel L. Thompson & Associates, Inc., a Maine
corporation, the Registrant and Crystal Clear Farms, Inc. a
Maine corporation (now known as Salmon Distribution
Subsidiary, Inc.)(4)
10.50 Non-Competition Agreement dated July 27, 1993 by and between
the Registrant and Crystal clear farms, Inc., a Maine
corporation.(4)
10.51 Employment Agreement dated as of November 29, 1993, between
the Registrant and Steven Westlund. Incorporated by
reference to exhibit 99.01 to Form S-8 filed by the
Registrant on March 4, 1994 ("The S-8 filing").
10.52 Stock Option Agreement dated as of November 29, 1993 between
the Registrant and Steven Westlund. Incorporated by
reference to exhibit 99.02 to the S-8 filing.
10.53 Stock Option Agreement dated as of September 15, 1993
between the Registrant and Steven Westlund. Incorporated by
reference to exhibit 99.03 to the S-8 filing.
10.54 Employment Agreement dated as of November 29, 1993 between
the Registrant and Peter Benz. Incorporated by reference to
exhibit 99.04 to the S-8 filing.
II-4 S3/25
<PAGE>
10.55 Stock Option Agreement dated as of November 29, 1993 between
the Registrant and Peter Benz. Incorporated by reference to
exhibit 99.05 to the S-8 filing.
10.56 Employment Agreement dated as of November 29, 1993 between
the Registrant and Mark Beychok. Incorporated by reference
to exhibit 99.06 to the S-8 filing.
10.57 Stock Option Agreement dated as of November 29, 1993 between
the Registrant and Mark Beychok. Incorporated by reference
to exhibit 99.07 to the S-8 filing
10.58 Stock Option Agreement dated as of September 15, 1993
between the Registrant and Mark Beychok. Incorporated by
reference to exhibit 99.08 to the S-8 filing.
10.59 Consulting Agreement dated as of November 29, 1993 between
the Registrant and Herman Jacobs. Incorporated by reference
to exhibit 99.09 to the S-8 filing.
10.60 Stock Option Agreement dated as of November 29, 1993 between
the Registrant and Herman Jacobs. Incorporated by reference
to exhibit 99.10 to S-8 filing.
10.61 Vitafort International Corporation 90 Day Operating Plan.
Incorporated by reference to exhibit 99.21 to the S-8
filing.
10.62 Stock Option Agreement, dated September 15, 1993, between
the Registrant and Stanley J. Pasarell. Incorporated by
reference to exhibit 99.22 to the S-8 filing.
10.63 Separation and Release Agreement, dated as of December 1,
1994, between the Registrant and Peter Benz. (6)
10.64 Letter Agreement, dated September 14, 1995, between the
Registrant and Peter T. Benz. (7)
10.65 Consulting Agreement and Mutual Release, dated as of March
1, 1995, between the Registrant and Steven R. Westlund. (7)
10.66 Letter Agreement, dated November 30, 1995, between the
Registrant and Steven Westlund. (7)
10.67 The Vitafort International Corporation 1995 Stock Option
Plan. Incorporated by reference to exhibit 99.01 to the S-8
filed by the Registrant on January 25, 1996 ("the January
1996 S-8").
10.68 Form of Option granted to directors under The Vitafort
International Corporation 1995 Stock Option Plan and
schedule of grants to directors. Incorporated by reference
to exhibit 99.02 to the January 1996 S-8.
10.69 Employee Option granted to Mark Beychok under The Vitafort
International Corporation 1995 Stock Option Plan.
Incorporated by reference to exhibit 99.03 to the January
1996 S-8.
10.70 Amendment, dated December 16, 1995, to the Employment
Agreement between the Registrant and Mark Beychok.
Incorporated by reference to exhibit 99.10 to the January
1996 S-8.
10.71 Option Agreement, dated December 16, 1995, between the
Registrant and Mark Beychok. Incorporated by reference to
exhibit 99.11 to the January 1996 S-8.
10.72 Conversion Agreement, dated as of December 30, 1995, between
the Registrant and Mark Beychok. Incorporated by reference
to exhibit 99.20 to the January 1996 S-8.
10.73 Class A Option Agreement, dated as of December 30, 1995,
between the Registrant and Mark Beychok. Incorporated by
reference to exhibit 99.21 to the January 1996 S-8.
10.74 Class B Option Agreement, dated as of December 30, 1995,
between the Registrant and Mark Beychok. Incorporated by
reference to exhibit 99.22 to the January 1996 S-8.
10.75 Foreclosure Purchase Agreement, dated May 1, 1996
Incorporated by reference to Exhibit 1 to the May 1, 1996
Form 8-K
10.76 Loan and Security Agreement, dated August 15, 1996,
between the Registrant and Coast Business Credit, a
division of Southern Pacific Thrift & Loan Association
Incorporated by reference to Exhibit 1 to the August 15,
1996 Form 8-K.
II-5 S3/26
<PAGE>
22. Subsidiaries of the Registrant:
(a)Nutrifish Corporation, a 90.5% owned California
corporation(2)
(b)Salmon Distribution Subsidiary Inc., a 100% owned Maine
corporation
(c)Vitafort Latin America, a 50% owned Delaware Corporation
23.1 Consent of Frank J. Hariton, ESQ (Incorporated with
Exhibit 5.01 and Filed Herewith)
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants (Filed Herewith)
------------------------------
(1) Incorporated by reference to the same numbered exhibit to
the Registrant's Registration Statement on Form S-18, file
number 33-31883.
(2) Incorporated by reference to the same numbered exhibit to
the Registrant's December 31, 1990 and 1989 Form 10-K's .
(3) Incorporated by reference to exhibits 1 & 2 to the
Registrant's September 30, 1993 Form 10-QSB.
(4) Incorporated by reference to exhibits 1 through 4 to the
Registrant's August 7, 1993 Form 8-K.
(5) Incorporated by reference to the same numbered exhibit to
the Registrant's December 31, 1993 Form 10-KSB
(6) Incorporated by reference to the same numbered exhibit to
the Registrant's December 31, 1994 Form 10-KSB.
(7) Incorporated by reference to the same numbered exhibit to
the Registrant's December 31, 1995 Form 10-KSB.
(8) Previously filed with the Registration Statement
ITEM 17. UNDERTAKINGS.
A. Rule 415 Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement or
the most recent post-effective amendment thereof which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) 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; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8,
and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof; and
(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-6 S3/27
<PAGE>
B. SUBSEQUENT EXCHANGE ACT FILINGS UNDERTAKINGS.
The undersigned Registrant 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 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. INDEMNIFICATION UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-7 S3/28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1, to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on the 4 day of October, 1996.
VITAFORT INTERNATIONAL CORPORATION
By: /S/ Mark Beychok
-----------------------------
Mark Beychok, Chief Executive
Officer and President
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:
Signature Title Date
- --------- ----- ----
/S/ Mark Beychok Chairman of the Board October 4, 1996
- -----------------------
Mark Beychok, Attorney in fact
/S/ Mark Beychok Chief Executive Officer, October 4, 1996
- ----------------------- President, and Director
Mark Beychok
/S/ Mark Beychok Director October 4, 1996
- -----------------------
Mark Beychok, Attorney in fact
/S/ Mark Beychok Director October 4, 1996
- -----------------------
Mark Beychok
II-8 S3/29
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- ------------
3.1 Certificate of Incorporation of Registrant(1)
3.2 By-laws of Registrant(1)
3.3 Agreement and Plan of Merger between the Registrant and
Vitafort International Corporation, a California
corporation(1)
3.4 Certificate of Designation - Series A Preferred Stock(5)
3.5 Certificate of Designation - Series B Preferred Stock(5)
3.6 Certificate of Amendment to the Certificate of
Incorporation, November 1991(5)
3.7 Certificate of Designation - Series C Preferred Stock(5)
3.8 Certificate of Amendment to the Certificate of
Incorporation, filed February 8, 1994(6)
3.9 Certificate of Designation - Series D Preferred Stock(6)
3.10 Certificate of Amendment to the Certificate of Incorporation,
filed November, 1995. Incorporated by reference to Exhibit
4.10 filed with the Registrant's Registration Statement on
Form S-8 filed January 25, 1996 File Number 33-300435 (the
"January 1996 S-8").
4.1 Specimen Stock Certificate(1)
4.2 Specimen Redeemable Common Stock Purchase Warrant(1)
4.3 Form of Warrant Agreement(1)
4.4 Proposed form of Underwriters Warrant Agreement(1)
4.6 Warrant Extension Agreement, December 18, 1992(5)
4.7 Warrant Extension Agreement, December 18, 1994(6)
4.8 Warrant Extension Agreement, January 18, 1995(6)
4.9 Warrant Extension Agreement, April 3, 1995(6)
4.10 Warrant Extension Agreement, May 3, 1995. Incorporated by
reference to Exhibit 4.18 to the January 1996 S-8.
4.11 Warrant Extension Agreement, June 15, 1995. Incorporated by
reference to Exhibit 4.19 to the January 1996 S-8.
4.12 Warrant Extension Agreement, July 17, 1995. Incorporated by
reference to Exhibit 4.20 to the January 1996 S-8.
4.13 Warrant Extension Agreement, August 16, 1995. Incorporated
by reference to Exhibit 4.21 to the 1996 S-8.
4.14 Warrant Extension Agreement, December 31, 1995. Incorporated
by reference to Exhibit 4.22 to the January 1996 S-8
4.15 Warrant Extension Agreement, April 30, 1996. Incorporated by
reference to exhibit 4.23 in the S-8 filed by the Registrant
on May 22, 1996 ("the May 1996 S-8")
4.16 Certificate of Elimination for Series A Preferred Stock,
April 26, 1996. Incorporated by reference to exhibit 4.24
in the May 1996 S-8
4.17 Certificate of Elimination for Series D Preferred Stock,
May 6, 1996. Incorporated by reference to exhibit 4.25 in
the May 1996 S-8
4.18 Warrant Extension Agreement, September 30, 1996 (Filed
Herewith)
5.1 Legal Opinion of Frank J. Hariton, ESQ. (Filed Herewith)
10.1 Loan Agreement, dated August 19, 1988, between the
Registrant and Bishop Capital, L.P. and promissory
note in the principal amount of $150,000(1)
10.2 License Agreement, dated April 25, 1986, between the
Registrant and Crystal Geyser Water Registrant and
amendment, dated January 7, 1988(1)
10.3 Demand Promissory Note, dated July 10, 1987, from
Registrant to Joseph R. Daly in the principal amount
of $300,000 and Modification, dated October 11, 1989(1)
S3/30
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- ------------
10.4 License Agreement, dated as of October 9, 1987, between
the Registrant and Good Health Beverage, Inc. and amendment,
dated November 23, 1988(1)
10.5 Product Development Agreement, dated as of January 21, 1988,
between the Registrant and International Multifoods, Inc.(1)
10.6 Beverage Agreement, dated as of October 31, 1988, between
the Registrant and PowerBurst Corporation(1)
10.7 Amended and Restated Agreement, dated August 2, 1989, between
the Registrant and Vitafort Far East Co., Ltd.(1)
10.8 Agreement, dated August 11, 1989, between Barry Saltzman, M.D.
and Yoshio Tanaka(1)
10.9 Lease, dated June 13, 1988, between Registrant and Shelterpoint
Equities, Ltd. for offices at 591 Redwood Highway, Mill Valley,
California(1)
10.10 Agreement, dated July 25, 1989, between Nutrifish Corporation
and Mt. Lassen Trout Farms(1)
10.11 Salmon Rondelles Joint Development and Marketing Agreement,
dated as of September 18, 1989, between Nutrifish Corporation
and Norwegian Seafoods, Inc.(1)
10.12 Whole Salmon Joint Development and Marketing Agreement, dated
as of September 26, 1989, between Nutrifish Corporation and
Norwegian Seafoods, Inc.(1)
10.13 Employment Agreement, dated September 13, between the Registrant
and Barry K. Saltzman(1)
10.14 Employment Agreement, dated September 13, between the Registrant
and Jeffrey Lewenthal(1)
10.15 The Registrant's 1989 Stock Option Plan(1)
10.16 Stock Option Agreement, dated as of July 17, 1989 between the
Registrant and Jeffrey Lewenthal(1)
10.17 Secrecy Agreement, dated as of May 2, 1986, between the
Registrant and Hoffman-LaRoche, Inc.(1)
10.18 Joint Venture Agreement, dated September 29, 1989, between
the Registrant and Agrolife Technologies, Inc.(1)
10.19 Consulting Agreement, dated September 13, 1989, between the
Registrant and Randall S. Reis(1)
10.20 Loan Agreement, dated June 15, 1989, between Union Bank
and Joseph R. Daly(1)
10.21 Form of Employee Confidentiality Agreement.(2)
10.23 Form of Escrow Agreement by and among the Registrant,
Gilford Securities Corp., and certain stockholders of
Registrant(1)
10.24 Promissory Note, made November 21, 1989, by Nutrifish
Corporation and payable to Joseph R. Daly(1)
10.25 Right of First Refusal Agreement, dated November 21, 1989,
between Nutrifish Corporation and Joseph R. Daly(1)
10.26 Production License Agreement for Nutrifish Norwegian Salmon,
dated February 2, 1990, between Nutrifish Corporation and
Norwegian Seafoods, Inc.(2)
10.27 Test Market Agreement, dated December 19, 1989, between
International Multifoods Corporation and the Registrant.(2)
10.28 Amendment, dated as of December 19, 1989, to the Product
Development Agreement between International Multifoods
Corporation and the Registrant.(2)
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
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10.29 Consulting Agreement, dated February 21, 1990, between
the Registrant and Joseph R. Daly.(2)
10.30 License Agreement between the Registrant and Nulaid Foods,
Inc., dated April 30, 1990.(2)
10.31 License Agreement between the Registrant and Vitafort Latin
America, dated July 30, 1990.(2)
10.32 Termination Agreement between the Registrant and Jeffrey D.
Lewenthal, dated September 12, 1990.(2)
10.33 Settlement Agreement and Full Release between Nicholas J.
Caputo and Registrant, dated October 4, 1990.(2)
10.34 Employment Agreement between the Registrant and Stephen D.
Clow, dated December 1, 1990.(2)
10.35 Employment Agreement between the Registrant and Frank A.
Corsini, dated January 2, 1991.(2)
10.36 Stock Option Agreement between the Registrant and Stephen D.
Clow, dated January 2, 1991.(2)
10.37 Stock Option Agreement between the Registrant and Frank A.
Corsini, dated January 2, 1991.(2)
10.38 Letter Agreement, dated February 1, 1991, amending Consulting
Agreement between the Registrant and Joseph R. Daly.(2)
10.39 Letter Agreement, dated March 12, 1991, between the Registrant
and Joseph R. Daly regarding debt reorganization.(2)
10.40 Consulting Agreement between Norman Kretchmer, M.D., Ph.D.,
and the Registrant, dated December 20, 1988.(2)
10.41 Settlement Agreement between the Registrant and PowerBurst
Corporation, dated September 23, 1991.(2)
10.42 Subscription Agreement between the Registrant and Societe
Anonyme Financier Industrielle et Garantie, dated
November 1, 1991. Incorporated by reference to Exhibit 1
to the Registrant's Report on Form 8-K dated November 1,
1991.
10.43 Exclusive Distribution Agreement between Registrant and
Chicago Fish House, dated June 13, 1991.(2)
10.44 Larry Lucas Settlement Agreement, dated March 25, 1993.(5)
10.45 Frank Corsini, Separation Agreement, dated May 18, 1993.(5)
10.46 Agreement dated October 5, 1993 between the Registrant and
Second Nature Technologies, Inc.(3)
10.47 Food and Beverage Technology Agreement(3)
10.48 Asset Purchase and Sale Agreement, dated as of June 7, 1993
by and among Crystal Clear Farms, Inc., a Maine corporation,
the Registrant and Salmon Distribution Subsidiary, Inc. a
Maine corporation which was formerly known as Crystal Clear
Farms, Inc.(4)
10.49 Temporary Operating Agreement dated June 7, 1993 by and among
Samuel L. Thompson & Associates, Inc., a Maine corporation,
the Registrant and Crystal Clear Farms, Inc. a Maine
corporation (now known as Salmon Distribution Subsidiary,
Inc.)(4)
10.50 Non-Competition Agreement dated July 27, 1993 by and between
the Registrant and Crystal clear farms, Inc., a Maine
corporation.(4)
10.51 Employment Agreement dated as of November 29, 1993, between the
Registrant and Steven Westlund. Incorporated by reference to
exhibit 99.01 to Form S-8 filed by the Registrant on March 4,
1994 ("The S-8 filing").
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<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- ------------
10.52 Stock Option Agreement dated as of November 29, 1993 between
the Registrant and Steven Westlund. Incorporated by reference
to exhibit 99.02 to the S-8 filing.
10.53 Stock Option Agreement dated as of September 15, 1993 between
the Registrant and Steven Westlund. Incorporated by reference
to exhibit 99.03 to the S-8 filing.
10.54 Employment Agreement dated as of November 29, 1993 between the
Registrant and Peter Benz. Incorporated by reference to
exhibit 99.04 to the S-8 filing.
10.55 Stock Option Agreement dated as of November 29, 1993 between
the Registrant and Peter Benz. Incorporated by reference to
exhibit 99.05 to the S-8 filing.
10.56 Employment Agreement dated as of November 29, 1993 between
the Registrant and Mark Beychok. Incorporated by reference
to exhibit 99.06 to the S-8 filing.
10.57 Stock Option Agreement dated as of November 29, 1993
between the Registrant and Mark Beychok. Incorporated
by reference to exhibit 99.07 to the S-8 filing
10.58 Stock Option Agreement dated as of September 15, 1993
between the Registrant and Mark Beychok. Incorporated
by reference to exhibit 99.08 to the S-8 filing.
10.59 Consulting Agreement dated as of November 29, 1993
between the Registrant and Herman Jacobs. Incorporated
by reference to exhibit 99.09 to the S-8 filing.
10.60 Stock Option Agreement dated as of November 29, 1993
between the Registrant and Herman Jacobs. Incorporated
by reference to exhibit 99.10 to S-8 filing.
10.61 Vitafort International Corporation 90 Day Operating Plan.
Incorporated by reference to exhibit 99.21 to the S-8 filing.
10.62 Stock Option Agreement, dated September 15, 1993, between
the Registrant and Stanley J. Pasarell. Incorporated by
reference to exhibit 99.22 to the S-8 filing.
10.63 Separation and Release Agreement, dated as of December 1,
1994, between the Registrant and Peter Benz. (6)
10.64 Letter Agreement, dated September 14, 1995, between the
Registrant and Peter T. Benz. (7)
10.65 Consulting Agreement and Mutual Release, dated as of March 1,
1995, between the Registrant and Steven R. Westlund. (7)
10.66 Letter Agreement, dated November 30, 1995, between the
Registrant and Steven Westlund. (7).
10.67 The Vitafort International Corporation 1995 Stock Option
Plan. Incorporated by reference to exhibit 99.01 to the S-8
filed by the Registrant on January 25, 1996 ("the January
1996 S-8").
10.68 Form of Option granted to directors under The Vitafort
International Corporation 1995 Stock Option Plan and schedule
of grants to directors. Incorporated by reference to
exhibit 99.02 to the January 1996 S-8.
10.69 Employee Option granted to Mark Beychok under The Vitafort
International Corporation 1995 Stock Option Plan.
Incorporated by reference to exhibit 99.03 to the
January 1996 S-8.
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<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- ------------
10.70 Amendment, dated December 16, 1995, to the Employment
Agreement between the Registrant and Mark Beychok.
Incorporated by reference to exhibit 99.10 to the January
1996 S-8.
10.71 Option Agreement, dated December 16, 1995, between the
Registrant and Mark Beychok. Incorporated by reference to
exhibit 99.11 to the January 1996 S-8.
10.72 Conversion Agreement, dated as of December 30, 1995,
between the Registrant and Mark Beychok. Incorporated
by reference to exhibit 99.20 to the January 1996 S-8.
10.73 Class A Option Agreement, dated as of December 30, 1995,
between the Registrant and Mark Beychok. Incorporated
by reference to exhibit 99.21 to the January 1996 S-8.
10.74 Class B Option Agreement, dated as of December 30, 1995,
between the Registrant and Mark Beychok. Incorporated
by reference to exhibit 99.22 to the January 1996 S-8.
10.75 Foreclosure Purchase Agreement, dated May 1, 1996
Incorporated by reference to Exhibit 1 to the May 1,
1996 Form 8-K
10.76 Loan and Security Agreement, dated August 15, 1996, between
the Registrant and Coast Business Credit, a division of
Southern Pacific Thrift & Loan Association Incorporated by
reference to Exhibit 1 to the August 15, 1996 Form 8-K.
22. Subsidiaries of the Registrant:
(a)Nutrifish Corporation, a 90.5% owned California
corporation(2)
(b)Salmon Distribution Subsidiary Inc., a 100% owned
Maine corporation
(c)Vitafort Latin America, a 50% owned Delaware Corporation
23.1 Consent of Frank J. Hariton, ESQ (Incorporated with
Exhibit 5.01 and Filed Herewith)
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants (Filed Herewith)
------------------------------
(1) Incorporated by reference to the same numbered exhibit to the
Registrant's Registration Statement on Form S-18, file number
33-31883.
(2) Incorporated by reference to the same numbered exhibit to the
Registrant's December 31, 1990 and 1989 Form 10-K's .
(3) Incorporated by reference to exhibits 1 & 2 to the Registrant's
September 30, 1993 Form 10-QSB.
(4) Incorporated by reference to exhibits 1 through 4 to the Registrant's
August 7, 1993 Form 8-K.
(5) Incorporated by reference to the same numbered exhibit to the
Registrant's December 31, 1993 Form 10-KSB
(6) Incorporated by reference to the same numbered exhibit to the
Registrant's December 31, 1994 Form 10-KSB.
(7) Incorporated by reference to the same numbered exhibit to the
Registrant's December 31, 1995 Form 10-KSB.
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<PAGE>
Exhibit 4.18
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:
- 1 -
<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 Eleventh 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>
[LETTERHEAD]
October 3, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vitafort International Corporation (the "Company")
Registration Statement on Form S-3 Number 333-5733
Relating to an aggregate of 5,212,360 shares (the
"Shares") of the Company's Common Stock, par value
$.0001 per share
Gentlemen:
I have been requested by the Company, a Delaware corporation, to furnish
you with my opinion as to the maters hereinafter set forth in connection with
the above captioned Registration Statement (the "Registration Statement")
covering the 5,212,360 Shares. All of the 5,212,360 Shares will be offered by
the Selling Shareholders who acquired the shares under various agreements.
In connection with this opinion, I have examined the Registration
Statement, the Certificate of Incorporation and By-Laws of the Company, each as
amended to date, copies of the records of corporate proceedings of the Company,
and copies of such other agreements, instruments and 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 all of
the 5,212,360 Shares, when sold in the manner described in the Registration
Statement, 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, the internal corporate laws 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 prospectus included in the Registration Statement.
Very truly yours,
/s/ Frank J. Hariton
Frank J. Hariton
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Vitafort International Corporation;
We Consent to incorporation by reference in the registration statement on
Form S-3 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 (deficit), 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
September 30, 1996
