<PAGE>
As filed with the Securities and Exchange Commission on July 24, 2000
Registration No. 333-36716
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
To
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.
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./ /
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./ /
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 of 1933, as amended, or until the registration statement
shall become effective on such date as the SEC, acting pursuant to said Section
8(a), may determine.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered are as follows:
SEC filing fee .................................................. $ 3,603.00
NASD filing fee ................................................. 1,865.00
NASDAQ listing fee .............................................. 15,250.00
Printing* ....................................................... 75,000.00
Accounting fees and expenses* ................................... 60,000.00
Legal fees and expenses* ........................................ 150,000.00
Transfer Agent fees*............................................. 3,500.00
Miscellaneous expenses* ......................................... 40,782.00
-----------
Total ......................................................... $350,000.00
===========
------------
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 722 of the New York Business Corporation Law which governs the
indemnification of directors, officers, employees and agents of a corporation
is hereby incorporated herein by reference. Section 402 of the New York
Business Corporation Law which provides that a corporation's certificate of
incorporation may provide that a director or officer shall have limited
liability to the corporation or to its shareholders, with certain exceptions,
is hereby incorporated herein by reference. Reference is made to Articles 7 and
8 of Suprema's Certificate of Incorporation, as amended, which provides for
indemnification and limitations on liability in the manner and to the fullest
extent permitted by New York law. The general effect of these provisions may
make it more difficult for shareholders to obtain monetary damages in
connection with suits that seek redress for actions taken by directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Suprema
pursuant to the foregoing provisions, Suprema has been informed that in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
Reference is also made to Section 8 of the Underwriting Agreement filed as
Exhibit 1.1 to this registration statement.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
<S> <C>
1.1 Form of Underwriting Agreement
4.1 Rights Agreement, dated as of March 6, 1996, between the Company and Continental Stock Transfer
& Trust Company.****
4.2 Form of Underwriter's Warrant Agreement, including Form of Warrant Certificate.
5.1 Opinion of Blank Rome Tenzer Greenblatt LLP
10.1 Stock Option Plan*
10.2 Employment by and between the Company and Mark Cocchiola.*
10.3 Employment by and between the Company and Paul Lauriero.*
10.4 Revolving Loan, Guaranty and Security Agreement by and among the Company, Suprema Specialties
West, Inc. and National Westminster Bank NJ dated as of February 15, 1994, as amended.*****
10.5 Lease between Cape Vincent Milk Producers Cooperative, Inc., Marble City.Bulk Milk Producers
Cooperative, Inc., Northern New York Bulk Milk Producers Cooperative, Inc., Seaway Bulk Milk
Producers Cooperative Inc., and the Company, dated May 21, 1996.***
10.6 Master Equipment Lease Agreement No. 32399 between Fleet Capital Corporation and Suprema
Specialties, Inc. dated May 29, 1997.***
10.7 Securities Purchase Agreement, dated as of March 9, 1998, between the Company and Alliance
Capital Management, L.P. (without exhibits).***
10.8 Note Agreement, dated as of March 9, 1998, between the Company and Albion Alliance Mezzanine
Fund, L.P. and The Equitable Life Assurance Society of the United States.***
10.9 Warrant Agreement, dated as of March 9, 1998, between the Company and Albion Alliance
Mezzanine Fund, L.P. and the Equitable Life Assurance Society of the United States.***
10.10 Second Amended and Restated Revolving Loan, Guaranty and Security Agreement among the
Company, Fleet Bank, N.A. (as successor to Natwest Bank N.A. and National Westminster Bank, NJ),
Sovereign Bank, Suprema Specialties West, Inc. and Suprema Northeast, Inc., dated as of December
16, 1998.**
10.11 Mortgage and Security Agreement by the Company to Fleet Bank, N.A., dated December 16, 1998.**
10.12 Third Modification Agreement between the Company and Fleet Bank, N.A. (formerly known as
Natwest Bank N.A.), dated December 16, 1998.**
10.13 First Amendment to the Second Amended and Restated Revolving Loan, Guaranty and Security
Agreement between the Company, Fleet bank, N.A., Sovereign Bank, Suprema Specialties West, Inc.
and Suprema Specialties Northeast, Inc., dated May 28, 1999.**
10.14 Second Amendment to the Second Amended and Restated Revolving Loan, Guaranty and Security
Agreement between the Company, Fleet Bank, N.A., Sovereign Bank, Suprema Specialties West, Inc.
and Suprema Specialties Northeast, Inc., dated June 30, 1999.**
10.15 Third Amendment to the Second Amended and Restated Revolving Loan, Guaranty and Security
Agreement between the Company, Fleet Bank, N.A., Sovereign Bank, Suprema Specialties West, Inc.
and Suprema Specialties Northeast, Inc., dated July 22, 1999.**
10.16 Third Amended and Restated Revolving Loan, Guaranty and Security Agreement among the
Company, Fleet Bank, N.A. (as successor to Natwest Bank N.A. and National Westminster Bank NJ),
Sovereign Bank, Mellon Bank, N.A., Suprema Specialties West, Inc, and Suprema Specialties
Northeast, Inc., dated as of September 23, 1999.+++
10.17 Amendment No. 1 and Assignment Agreement dated as of March 10, 2000 to Third Amended and
Restated Revolving Loan, Guaranty and Security Agreement among Fleet Bank, National Association,
Sovereign Bank, Mellon Bank, N.A., European American Bank, PNC Bank, National Association,
National City Bank, Suprema Specialties, Inc., Suprema Specialties West, Inc. and Suprema
Specialties Northeast, Inc.++++
10.18 1998 Stock Option Plan.+
10.19 1999 Stock Incentive Plan.++
10.20 Pledge Agreement between the Company and Fleet Bank, N.A., dated May 31, 2000.
23.1 Consent of Blank Rome Tenzer Greenblatt LLP (included in Exhibit 5.1)
23.2 Consent of BDO Seidman LLP.
24.1 Power of Attorney
</TABLE>
II-2
<PAGE>
* Incorporated by reference to the exhibit filed with the registrant's
registration statement on Form S-18, SEC File No. 33-39076-NY
** Incorporated by reference to the exhibit filed with the registrant's
Annual Report on Form 10-K for the year ended June 30, 1999.
*** Incorporated by reference to the exhibit filed with the registrant's
Annual Report on Form 10-K, as amended, for the year ended June 30,
1998.
**** Incorporated by reference to the exhibit filed with the registrant's
registration Report on Form 8-K dated March 18, 1996.
***** Incorporated by reference to the exhibit filed with the registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1995.
+ Incorporated by reference to Exhibit A to the registrant's
Definitive Proxy Statement on Schedule 14A, date December 30, 1998.
++ Incorporated by reference to Exhibit A to the registrant's
Definitive Proxy Statement on Schedule 14A, date October 22, 1999.
+++ Incorporated by reference to the exhibit filed with the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
++++ Incorporated by reference to the exhibit filed with the registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment of 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 proceedings) 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
Securities Act and will be governed by the final adjudication of such
issue.
(2) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(3) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
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-3
<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-2 and has duly caused this Amendment No. 2 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Paterson, State of New Jersey on July
24, 2000.
SUPREMA SPECIALTIES, INC.
By: /s/ Mark Cocchiola
--------------------------
Mark Cocchiola, 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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Mark Cocchiola Chairman of the Board, President, Chief Executive July 24, 2000
----------------------- Officer and Director (Principal Executive Officer)
Mark Cocchiola
/s/ Paul Lauriero Executive Vice President and Director July 24, 2000
-----------------------
Paul Lauriero
/s/ Steven Venechanos Chief Financial Officer, and Secretary July 24, 2000
----------------------- (Principal Financial and Accounting Officer)
Steven Venechanos
/s/ Marco Cocchiola Director July 24, 2000
-----------------------
Marco Cocchiola
/s/ * Director July 24, 2000
-----------------------
Rudolph Acosta
/s/ * Director July 24, 2000
-----------------------
Paul DeSocio
/s/ * Director July 24, 2000
-----------------------
William Gascoigne
*By: /s/ Mark Cocchiola
------------------
Mark Cocchiola
Attorney-In-Fact
</TABLE>
II-4
