<PAGE>
As filed with the Securities and Exchange Commission on August 25, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Suprema Specialties, Inc.
(Exact name of Registrant as specified in its charter)
New York 11-266-2625
------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
510 East 35th Street
Paterson, New Jersey 07543
(973) 684-2900
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
Mark Cocchiola, President
Suprema Specialties, Inc.
510 East 35th Street
Paterson, New Jersey 07543
(973) 684-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
Robert J. Mittman, Esquire James R. Tanenbaum, Esquire
Ethan Seer, Esquire Jeffrey S. Lowenthal, Esquire
Blank Rome Tenzer Greenblatt LLP Stroock & Stroock & Lavan LLP
405 Lexington Avenue 180 Maiden Lane
New York, New York 10174 New York, New York 10038-4982
Telephone: (212) 885-5000 Telephone: (212) 806-5400
Telecopier: (212) 885-5001 Telecopier: (212) 806-6006
----------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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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, check the following box.[ ]
If the registrant elects to deliver its latest annual report to
security-holders, or a complete and legible facsimile thereof, pursuant to item
11(a)(1) of this Form, check the following box.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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.[X] 333-36716
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 registration statement for the same
offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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, check the following box.[ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering price aggregate registration
Securities to be registered registered Per share (1) offering price(1) fee
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $0.01 per share 115,000(2) $ 8.00 $920,000 $242.88
Underwriters' warrant, each to
purchase one share of common stock 10,000 $ .001 $ 100 (3)
Common stock, par value $0.01 per share
issuable upon exercise of the
underwriters' warrants 10,000(4) $11.20 $112,000 $ 29.57
Total $272.45
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as of August 25,
2000.
(2) Includes 15,000 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(3) Pursuant to Rule 457(g), no fee is being paid.
(4) Pursuant to Rule 416, there are also being registered such indeterminable
additional shares of common stock as may become issuable pursuant to
anti-dilution provisions contained in the representatives' warrants.
================================================================================
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-2 (Commission File No. 333-36716) (the "Registration
Statement") filed by Suprema Specialties, Inc. with the Securities and Exchange
Commission on May 10, 2000, as amended by Amendment No. 1 to the Registration
Statement filed by Suprema with the Commission on May 24, 2000, and as further
amended by Amendment No. 2 to the Registration Statement filed by Suprema with
the Commission on July 24, 2000, which was declared effective August 24, 2000,
are incorporated herein by reference.
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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-2 and has duly caused this Rule 462(b)
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Paterson, State of New Jersey on August 25, 2000.
SUPREMA SPECIALTIES, INC.
By: /s/ Mark Cocchiola
--------------------------
Mark Cocchiola, President
Each person whose signature appears below hereby authorizes each of Mark
Cocchiola and Steven Venechanos or either of them as his true and lawful
attorney-in-fact with full power of substitution to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration Statement, including any and
all post-effective amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Rule
462(b) registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Mark Cocchiola Chairman of the Board, President, Chief
--------------------------------------- Executive Officer and Director (Principal
Mark Cocchiola Executive Officer) August 25, 2000
/s/ Paul Lauriero
--------------------------------------- Executive Vice President and Director August 25, 2000
Paul Lauriero
/s/ Steven Venechanos
--------------------------------------- Chief Financial Officer, and Secretary
Steven Venechanos (Principal Financial and Accounting Officer) August 25, 2000
/s/ Marco Cocchiola
--------------------------------------- Director August 25, 2000
Marco Cocchiola
/s/ Rudolph Acosta
--------------------------------------- Director August 25, 2000
Rudolph Acosta
/s/ Paul DeSocio
--------------------------------------- Director August 25, 2000
Paul DeSocio
/s/ William Gascoigne
--------------------------------------- Director August 25, 2000
William Gascoigne
</TABLE>
<PAGE>
Exhibit Index
5.1 Opinion of Blank Rome Tenzer Greenblatt LLP
23.1 Consent of Blank Rome Tenzer Greenblatt LLP (included in Exhibit 5)
23.2 Consent of BDO Seidman LLP.
