<PAGE>
As filed with the Securities and Exchange
Commission on June 19, 1996.
Registration No. 33-
-----------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUPREMA SPECIALTIES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
New York 11-2662625
- ---------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
50 East 35th Street, Paterson, New Jersey 07543
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
1991 Stock Option Plan
- -------------------------------------------------------------------------------
(Full title of the plan)
Mr. Mark Cocchiola, Chief Executive Officer, Suprema Specialties, Inc.
510 East 35th Street, Paterson, New Jersey 07543
- -------------------------------------------------------------------------------
(Name and address of agent for service)
(201) 684-2900
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(Telephone number, including area code, of agent for service)
Copy to:
Barry S. Rutcofsky, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Per Offering Registra-
to be Registered be Registered Share(1) Price(1) tion Fee
- -------------------- ------------- --------- ---------- ----------
Common Stock, par 450,000 shares $4.34 $1,953,000 $673.45
value $.01
per share(2)
(1) Estimated solely for the purposes of calculating the registration
fee and based (a) as to the 352,500 shares purchasable upon the exercise of
options already granted under the registrant's 1991 Stock Option Plan ("Plan"),
upon the average price at which such options may be exercised and (b) as to the
remaining 97,500 shares issuable upon exercise of options reserved for issuance
under the Plan, on the basis of the average of the high and low prices for the
Registrant's Common Stock as quoted on NASDAQ on May 9, 1996.
(2) Pursuant to Rule 416, there are also being registered additional
shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee
Plan Annual Information.*
------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
PROSPECTUS
SUPREMA SPECIALTIES, INC.
450,000 Shares of Common Stock
This Prospectus relates to an offering by certain persons as
selling stockholders (the "Selling Stockholders"), of up to 352,500 shares of
common stock, $.01 par value (the "Common Stock") of Suprema Specialties, Inc.
(the "Company") issuable upon exercise of options granted under the Company's
1991 Stock Option Plan (the "Plan"). The Common Stock is traded on the NASDAQ
National Market System under the symbol "CHEZ." On May 9, 1996, the last sale
price of the Common Stock as reported on NASDAQ was $5.625 per share. The
Company will not receive any of the proceeds of the sale of Common Stock by the
Selling Stockholders. See "Use of Proceeds" and "Selling Stockholders."
The Common Stock may be offered from time to time by the
Selling Stockholders through ordinary brokerage transactions in the
over-the-counter market, in negotiated transactions or otherwise, at market
prices prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution."
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
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.
The date of this Prospectus is June 19, 1996
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
----------------
Item 2. Registrant Information and Employee
Plan Annual Information.*
------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents previously filed by the registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(1) The registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995;
(2) The registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995;
(3) The Company's Proxy Statement dated October 12, 1995;
(4) The registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995;
(5) The Company's Form 10-C for the event dated January 29,
1996.
(6) The Company's Form 8-K dated March 26, 1996.
(7) The description of the registrant's common stock, par
value $.01 per share (the "Common Stock"), contained in the registrant's
Registration Statement filed on Form 8-A dated May 3, 1991 as filed under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description; and
(6) All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which is incorporated by reference modifies or replaces such
statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Sections 721 through 726, inclusive, of the New York Business
Corporation Law ("BCL") authorize New York corporations to indemnify their
officers and directors under certain circumstances against expenses and
liabilities incurred in legal proceedings involving such persons because of
their being or having been officers or directors and to purchase and maintain
insurance for indemnification of such officers and directors.
Section 402(b) of the BCL permits a corporation, by so
providing in its certificate of incorporation, to eliminate or limit directors'
personal liability to the corporation or its shareholders for damages arising
out of certain alleged breaches of their duties as directors. The BCL, however,
provides that no such limitation of liability may affect a director's liability
with respect to any of the following: (i) acts or omissions made in bad faith or
which involved intentional misconduct or a knowing violation of law; (ii) the
declaration of dividends or other distributions or repurchase or redemption of
shares in violation of the BCL; (iii) the distribution of assets after
dissolution or making of loans to directors in violation of the BCL; or (iv) any
transaction from which the director derived a financial profit or other
advantage to which he was not legally entitled.
The Company's Certificate of Incorporation, as amended,
provides that the personal liability of the directors of the Company is
eliminated to the fullest extent permitted by Section 402(b) of the BCL. In
addition, the By-Laws of the Company provide in substance that, to the fullest
extent permitted by New York law, each director and officer shall be indemnified
by the Company against reasonable expenses, including attorney's fees, and any
liabilities which he or she may incur in connection with any action to which he
or she may be made a party by reason of his or her being or having been a
director or officer of the Company. The indemnification provided by the
Company's By-Laws is not deemed exclusive of or in any way to limit any other
rights which any person seeking indemnification may be entitled.
The Company's employment agreements with Messrs. Mark
Cocchiola and Paul Lauriero provide that the Company shall indemnify them and
hold them harmless for the consequences of all acts and decisions made by them
in good faith while performing services for the Company. These agreements also
require the Company to use its best efforts to obtain directors' and officers'
liability insurance. The Company currently maintains directors' and officers'
liability insurance.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
Exhibit No. Description
----------- ------------
4.1 1991 Stock Option Plan of the registrant
(the "Plan"), incorporated by reference
to Exhibit 10.1 filed with the
registrant's Registration Statement on
Form S-18, (file no. 33-39076-NY), as
amended.
4.4 Certificate of Incorporation of the
Company, as amended, incorporated by
reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1994.
4.5 By-laws of the Company, incorporated by
reference to Exhibit 3.2 of the
Company's Registration Statement on Form
S-18 (file no. 33-39076-NY).
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of BDO Seidman LLP
23.3 Consent of Tenzer Greenblatt LLP
(included in Exhibit 5)
24.1 Powers of Attorney (included on Page II-
5 of this Registration Statement)
Item 9. Undertakings.
-------------
(a) 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-3
<PAGE>
(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 (a)(1)(i) and (a)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 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 offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
(c) 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 foregoing procedures, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
<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-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Paterson, State of New
Jersey on June 19, 1996.
SUPREMA SPECIALTIES, INC.
By: /s/ Mark Cocchiola
-------------------------
Mark Cocchiola, President
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Mark Cocchiola and Paul Lauriero or
either of them his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and his name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement of Suprema Specialties, Inc. and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Mark Cocchiola
- -------------------- Chairman of the Board, June 19, 1996
Mark Cocchiola President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Paul Lauriero
- -------------------- Executive Vice President June 19, 1996
Paul Lauriero
/s/ Steve Venechanos
- -------------------- Vice President-Finance June 19, 1996
Steve Venechanos (Principal Financial
Officer)
/s/ Marko Cocchiola
- -------------------- Director June 19, 1996
Marco Cocchiola
II-6
<PAGE>
/s/ Rudolph Acosta, Jr.
- ----------------------- Director June 19, 1996
Rudolph Acosta, Jr.
- --------------------- Director June , 1996
Paul DeSocio
/s/ Michael Golden
- --------------------- Director June 19, 1996
Michael Golden
II-7
<PAGE>
EXHIBIT 5
TENZER GREENBLATT LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 573-4300
CABLE: "TENGRAN NEW YORK"
FACSIMILE: (212) 573-4313
NEW JERSEY OFFICE
TENZER, GREENBLATT & ZUNZ, P.A.
15 WARREN STREET
HACKENSACK, N.J. 07601
(201) 487-7511
March 26, 1996
Suprema Specialties, Inc.
510 East 35th Street
Paterson, New Jersey
Gentlemen:
You have requested our opinion with respect to the offering by you,
Suprema Specialties, Inc., a New York corporation (the "Company"), pursuant to
the provisions of the Company's 1991 Stock Option Plan (the "Plan") and a
Registration Statement (the "Registration Statement") on Form S-8, under the
Securities Act of 1933, as amended (the "Act"), of up to 450,000 shares (the
"Shares") of Common Stock, par value $.01 per share, of the Company.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of appropriate state
and local officials, and upon certificates of executive officers and responsible
employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Shares have
been duly and validly authorized and, when sold, paid for and issued as
contemplated by the Plan and the Registration Statement, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the General Rules
and Regulations promulgated thereunder.
Very truly yours,
/s/ Tenzer Greenblatt LLP
--------------------------
TENZER GREENBLATT LLP
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Suprema Specialties,
Inc. on Form S-8 of our report dated October 5, 1993, included in the Annual
Report on form 10-K of Suprema Specialties, Inc. for the year ended June 30,
1995 which is incorporated herein by reference.
/s/ Deloitte & Touche LLP
- -----------------------------
June 7, 1996
Parsippany, New Jersey
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Suprema Specialties, Inc.
Paterson, New Jersey
We hereby consent to the incorporation by reference in the Form S-8 of our
reports dated August 18, 1995 relating to the consolidated financial statements
and schedule of Suprema Specialties, Inc., appearing in the Company's Annual
Report on Form 10-K for the year ended June 30, 1995.
/s/ BDO Seidman, LLP
- ---------------------------
BDO SEIDMAN, LLP
Woodbridge, New Jersey
April 8, 1996
