REXALL SUNDOWN INC, S-3, 1996-07-10

REXALL SUNDOWN INC
S-3, 1996-07-10
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES

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<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1996

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------

REXALL SUNDOWN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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FLORIDA 59-1688986
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

851 BROKEN SOUND PARKWAY, NW
BOCA RATON, FLORIDA 33487
(561) 241-9400

(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

----------------

RICHARD WERBER
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
REXALL SUNDOWN, INC.
851 BROKEN SOUND PARKWAY, NW
BOCA RATON, FLORIDA 33487
(561) 241-9400

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

----------------

Copies of communications to:

PAUL BERKOWITZ, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500

------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.

-------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment 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 (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment 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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<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed
Amount Maximum Proposed Maximum Amount of
Title of Class of to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Share (1) Price (1) Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 shares $26.50 $13,250,000 $4,568.97
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
on the basis of the average high and low sales prices of the Company's Common
Stock on July 8, 1996, as reported by the Nasdaq National Market.

- -----------------------

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------

<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS

SUBJECT TO COMPLETION, JULY 10, 1996

500,000 SHARES

REXALL SUNDOWN, INC.

1996 REXALL SHOWCASE INTERNATIONAL DISTRIBUTOR
STOCK OPTION PLAN

COMMON STOCK

------------------------

The Rexall Sundown, Inc. 1996 Rexall Showcase International Distributor
Stock Option Plan (the "Plan") described herein offers eligible independent
distributors of Rexall Showcase International, Inc. ("RSI"), a wholly-owned
subsidiary of Rexall Sundown, Inc. (the "Company"), an opportunity to acquire a
proprietary interest in the Company.

Shares of the common stock, par value $.01 per share (the "Common Stock"),
of the Company for the Plan will be made available by the Company on the terms
described herein and may be newly issued shares or previously issued shares
purchased in the open market.

The Common Stock is traded in the over-the-counter market and prices are
quoted on the Nasdaq National Market under the symbol "RXSD." On July 8,
1996, the last reported sale price of the Common Stock was $26.375.

This Prospectus relates to an aggregate of 500,000 shares of Common Stock
offered hereby and registered for sale under the Plan. It is recommended that
this Prospectus be retained for future reference.

FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD BE CONSIDERED IN EVALUATING AN
INVESTMENT IN THE SHARES, SEE "RISK FACTORS" BEGINNING ON PAGE 3.

---------------------

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 ___________, 1996

<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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 filed by the Company may be inspected and
copied (at prescribed rates) at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the following regional offices of the Commission: Seven World Trade Center,
Suite 1300, New York, New York 10048; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 3475 Lenox Road, N.E., Suite 1000, Atlanta,
Georgia 30326. In addition, such reports, proxy statements and other
information can be obtained from the Commission's web site at
http://www.sec.gov. Quotations relating to the Company's Common Stock appear
on the Nasdaq National Market. Such reports, proxy statements and other
information concerning the Company can also 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 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Common Stock offered
hereby. This Prospectus, which is a part of the Registration Statement, does
not contain all the information set forth in, or annexed as exhibits to, such
Registration Statement, certain portions of which have been omitted pursuant to
rules and regulations of the Commission. For further information with respect
to the Company and the shares of Common Stock offered hereby, reference is
hereby made to such Registration Statement, including the exhibits thereto.
Copies of such Registration Statement, including exhibits, may be obtained from
the aforementioned public reference facilities of the Commission upon payment
of the prescribed fees, or may be examined without charge at such facilities.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission under the
Exchange Act are incorporated in and made a part of this Prospectus by
reference:

(a) the Company's Annual Report on Form 10-K for the year ended August 31,
1995;

(b) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended November 30, 1995 and February 29, 1996; and

(c) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (Registration No. 0-21884).

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, or in any
other subsequently filed documents, which also are incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

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<PAGE> 5

This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. The Company hereby undertakes to
provide, without charge, to each person, including any beneficial owner, to
whom a copy of this Prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the information incorporated herein by
reference. Exhibits to any of such documents, however, will not be provided
unless such exhibits are specifically incorporated by reference into such
documents. The requests should be addressed to the Company's principal
executive offices: Attn: Secretary, 851 Broken Sound Parkway, NW, Boca Raton,
Florida 33487, telephone number (561) 241-9400.

THE COMPANY

Rexall Sundown, Inc. (the "Company") is engaged in the development,
manufacture, marketing and sale of vitamins, nutritional supplements,
over-the-counter pharmaceuticals and consumer health products. The Company
offers approximately 1,300 products, including vitamins in single-ingredient
and multi-ingredient combinations of varying potency levels and other
nutritional supplements. The Company distributes its products under Company
owned trademarks through three channels of distribution: sales to retailers;
direct marketing through catalog and mail order sales; and direct sales through
a sales force of independent distributors. Direct sales of certain health and
wellness products to independent distributors are made through the Company's
network marketing subsidiary, Rexall Showcase International, Inc. ("RSI").
For its sales to retailers, the Company employs a multi-brand strategy to
access several different classes of trade: Sundown(R) for mass merchandisers,
drug store chains and supermarkets; Rexall(R) for independent drug stores; and
Thompson(R) for health food stores. In addition, the Company markets and sells
a comprehensive line of over-the-counter pharmaceutical products such as cold
remedies and analgesic formulas under the Rexall trademark to major wholesalers
independent pharmacies and convenience stores. The Company's catalog and mail
order sales of vitamins, nutritional supplements and other products are made
through its SDV division. The Company's Pharmaceutical and Health Services
Division sells over-the-counter pharmaceutical products, vitamins and
nutritional supplements to the managed care industry under the Rexall Managed
Care(R) tradename.

The Company's principal executive offices are located at 851 Broken Sound
Parkway, NW, Boca Baton, Florida 33487 and its telephone number is (561)
241-9400. As used herein, the "Company" means Rexall Sundown, Inc. and its
subsidiaries, except where the context indicates otherwise.

RISK FACTORS

Prospective participants in the Plan should carefully consider the matters
set forth below as well as the other information set forth in this Prospectus.

GOVERNMENT REGULATION

The manufacturing, processing, formulation, packaging, labeling and
advertising of the Company's products are subject to regulation by one or more
federal agencies, including the United States Food and Drug Administration
("FDA"), the Federal Trade Commission ("FTC"), the Consumer Product Safety
Commission, the United States Department of Agriculture, the United States
Postal Service, the United States Environmental Protection Agency and the
Occupational Safety and Health Administration. These activities are also
regulated by various agencies of the states and localities in which the
Company's products are sold. The FDA, in particular, regulates the labeling
and sales of dietary supplements, including vitamins, minerals and herbs, food
additives, food supplements, over-the-counter and prescription drugs and
cosmetics. The operation of the Company's vitamin manufacturing facility is
subject to regulation by the FDA as a food manufacturing facility and
compliance with the Current Good Manufacturing Practices ("CGMPs") as
promulgated by the FDA. In addition, the United States Postal Service and the
FTC regulate advertising claims with respect to the Company's products sold by
solicitation through the mail.

The Dietary Supplement Health and Education Act of 1994 (the "Dietary
Supplement Act") was enacted on October 25, 1994. The Dietary Supplement Act
amends the Federal Food, Drug and Cosmetic Act by defining

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<PAGE> 6

dietary supplements, which include vitamins, minerals, nutritional supplements
and herbs, and by providing a regulatory framework to ensure safe, quality
dietary supplements and the dissemination of accurate information about
such products. Dietary supplements are regulated as foods under the Dietary
Supplement Act and the FDA is generally prohibited from regulating the active
ingredients in dietary supplements as food additives, or as drugs unless product
claims trigger drug status.

The Dietary Supplement Act provides for specific nutritional labeling
requirements for dietary supplements effective January 1, 1997. The Dietary
Supplement Act permits substantiated, truthful and non-misleading statements of
nutritional support to be made in labeling, such as statements describing
general well-being from consumption of a dietary ingredient or the role of a
nutrient or dietary ingredient in affecting or maintaining structure or
function of the body. In addition, the Dietary Supplement Act also authorizes
the FDA to promulgate CGMPs specific to the manufacture of dietary supplements,
to be modeled after food CGMPs. The Company currently manufactures its dietary
supplement products pursuant to food CGMPs.

The FDA will be proposing and promulgating regulations to implement the
Dietary Supplement Act. The Company cannot determine what effect such
regulations, when promulgated, will have on its business in the future. Such
regulations could, among other things, require expanded or different labeling,
the recall, reformulation or discontinuance of certain products, additional
recordkeeping and expanded documentation of the properties of certain products
and scientific substantiation regarding ingredients, product claims, safety or
efficacy. In addition, the Company cannot predict whether new legislation
regulating its activities will be enacted. Such new legislation could have a
material adverse effect on the Company.

COMPETITION

The business of manufacturing, distributing and marketing vitamins and
nutritional supplements is highly competitive. Numerous manufacturers,
distributors and marketers actively compete for consumers, both in the United
States and abroad. Certain of the Company's competitors are substantially
larger than the Company and have greater financial resources.

CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

Management of the Company beneficially owns approximately 64.9% of the
currently outstanding Common Stock. Accordingly, management has the ability to
elect all of the directors of the Company and to thereby direct or
substantially influence the management, policies and business operations of the
Company and has the power to control the outcome of any matters submitted to a
vote of the Company's shareholders. Certain provisions of Florida law could
delay or inhibit the removal of incumbent directors and could make more
difficult a merger, tender offer or proxy contest involving the Company, even
if such events would be beneficial to the interests of the shareholders.

DESCRIPTION OF THE REXALL SUNDOWN, INC. 1996 REXALL SHOWCASE INTERNATIONAL
DISTRIBUTOR STOCK OPTION PLAN

The following is a description of the Plan offered to selected independent
distributors of RSI. The description of the Plan is subject to, and is
qualified in its entirety by, the full text of the Plan, a copy of which is
attached hereto as Exhibit I. The Plan was approved by the Company's Board of
Directors on February 6, 1996. All capitalized terms not otherwise defined in
this Prospectus shall have the meaning ascribed to them in the Plan.

PURPOSE AND ADVANTAGES OF THE PLAN

The purpose of the Plan is to provide an additional incentive to
participating distributors of RSI (each, a "Distributor") by enabling them to
acquire a stock ownership interest in the Company, to attract and retain
persons of ability as independent distributors of RSI and entice such persons
to exert their best efforts on behalf of RSI.

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PARTICIPATION

Any Distributor whose network marketing activities are exclusive to RSI
will be eligible to receive Options under the Plan. The number of Active Legs
that a Distributor has at the close of the June 1996 Commission Month will be
such Distributor's minimum qualification level for the qualification period
from July 1, 1996 to June 30, 1997 (the "Qualification Period"), i.e., a
Distributor with five Active Legs may only qualify for Options based on five
Active Legs and above and not for Options based on four Active Legs.
Distributors who have four Active Legs or less for the June 1996 Commission
Month will have the opportunity to qualify for Options based on Four Active
Legs or more. All qualification levels will be based upon a Distributor's
effective position within the RSI Compensation Plan.

The granting of any Options under the Plan does not confer on the
recipient any right to continuance of his or her status as a Distributor of RSI
and will not restrict or in any way interfere with the Company's right to
terminate its relationship with a Distributor. No Distributor has the right to
receive an Option except as described below and the grant of an Option does not
confer any right to receive future Options. No Option confers on the holder
thereof any right of a shareholder with respect to any shares of Common Stock
underlying the Option until the Option has been exercised and the shares of
Common Stock underlying such Option have been paid for in full.

CONDITIONS FOR GRANTS OF OPTIONS DURING QUALIFICATION PERIOD

The following sets forth the conditions for the grant of Options under the
Plan for the Qualification Period from July 1, 1996 to June 30, 1997 which
Options will be granted on August 1, 1997.

Four Active Legs. A Distributor will receive an Option to purchase 1,000
Shares if the following three requirements are met:

(a) Such Distributor has a minimum of four Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 3,000 in each of 2
Legs and at least 2,000 in 1 other Leg.

Such Option will become exercisable with respect to 20% of the Shares
subject to such Option on the initial grant date and 20% on the first,
second, third and fourth anniversary date of the initial grant date if
the following three requirements are met:

(i) Such Distributor has a minimum of four Active Director Legs
for all 12 months of the applicable Qualification Period;
(ii) Such Distributor has at least 2,000 G.P. for 9 of the 12
months of the applicable Qualification Period; and
(iii) Such Distributor's Organizational Points in 6 of the 12
months of the applicable Qualification Period are at least 3,000 in
each of 2 Legs and at least 2,000 in 1 other Leg.

Five Active Legs. A Distributor will receive an Option to purchase 1,500
Shares if the following three requirements are met:

(a) Such Distributor has a minimum of five Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 5,000 in each of 2
Legs and at least 2,000 in each of 2 other Legs.

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(i) Such Distributor has a minimum of five Active Director Legs
for all 12 months of the applicable Qualification Period;
(ii) Such Distributor has at least 2,000 G.P. for 9 of the 12
months of the applicable Qualification Period; and
(iii) Such Distributor's Organizational Points in 6 of the 12
months of the applicable Qualification Period are at least 5,000 in
each of 2 Legs and at least 2,000 in each of 2 other Legs.

Six Active Legs. A Distributor will receive an Option to purchase 2,500
Shares if the following three requirements are met:

(a) Such Distributor has a minimum of six Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 7,500 in each of 2
Legs and at least 5,000 in each of 2 other Legs.

(i) Such Distributor has a minimum of six active Director Legs
for all 12 months of the applicable Qualification Period;
(ii) Such Distributor has at least 2,000 G.P. for 9 of the 12
months of the applicable Qualification Period; and
(iii) Such Distributor's Organizational Points in 6 of the 12
months of the applicable Qualification Period are at least 7,500 in
each of 2 Legs and at least 5,000 in each of 2 other Legs.

Ten Active Legs. A Distributor will receive an Option to purchase 5,000
Shares if the following three requirements are met:

(a) Such Distributor has a minimum of ten Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 10,000 in each of 2
Legs and at least 5,000 in each of 5 other Legs.

(i) Such Distributor has a minimum of ten active Director Legs
for all 12 months of the applicable Qualification Period;
(ii) Such Distributor has at least 2,000 G.P. for 9 of the 12
months of the applicable Qualification Period; and
(iii) Such Distributor's Organizational Points in 6 of the 12
months of the applicable Qualification Period are at least 10,000 in
each of 2 Legs and at least 5,000 in each of 5 other Legs.

Additional Options for Presidents Club Members. A Distributor who is a
member of the Presidents Club during either of the Bonus Pool periods during
the Qualification Period (July 1996 to December 1996 or January

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1997 to June 1997) will receive an Option to purchase 2,500 additional Shares
if the following three requirements are met:

(a) Such Distributor has a minimum of six Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 50,000 in 1 Leg, at
least 30,000 in each of 2 other Legs and at least 5,000 in each of
3 additional Legs;

provided, however, a Distributor may only receive additional Options as a
member of the Presidents Club or the Chairmans Club, but not as a member of
both Clubs.

Such Option will become exercisable with respect to 20% of the Shares subject
to such Option on the initial grant date and 20% on the first, second, third
and fourth anniversary date of the initial grant date if the following three
requirements are met:

(i) Such Distributor has a minimum of six Active Director Legs
for all 12 months of the applicable Qualification Period;
(ii) Such Distributor has at least 2,000 G.P. for 9 of the 12
months of the applicable Qualification Period; and
(iii) Such Distributor's Organizational Points in 6 of the 12
months of the applicable Qualification Period are at least 50,000 in
1 Leg, at least 30,000 in each of 2 other Legs and at least 5,000
in each of 3 additional Legs.

Additional Options for Chairmans Club Members. A Distributor who is a
member of the Chairman's Club during either of the Bonus Pool periods during
the Qualification Period (July 1996 to December 1996 or January 1997 to June
1997) will receive an Option to purchase 5,000 additional Shares if the
following three requirements are met:

(a) Such Distributor has a minimum of ten Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 100,000 in 1 Leg, at
least 50,000 in each of 2 other Legs and at least 5,000 in each of
5 additional Legs.

Such Option will become exercisable with respect to 20% of the Shares subject
to such Option on the initial grant date and 20% on the first, second, third
and fourth anniversary date of the initial grant date if the following three
requirements are met:

(i) Such Distributor has a minimum of ten active Director Legs
for all 12 months of the applicable Qualification Period;
(ii) Such Distributor has at least 2,000 G.P. for 9 of the 12
months of the applicable Qualification Period; and
(iii) Such Distributor's Organizational Points in 6 of the 12
months of the applicable Qualification Period are at least 100,000
in 1 Leg, at least 50,000 in each of 2 other Legs and at least
5,000 in each of 5 additional Legs.

Additional Options for Ambassadors Club Members. A Distributor who is a
member of the Ambassadors Club during either of the Bonus Pool periods during
the Qualification Period (July 1996 to December 1996 or January 1997 to June
1997) will receive an Option to purchase 5,000 additional Shares if the
following three requirements are met:

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(a) Such Distributor has a minimum of ten Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 100,000 in each of
4 Legs, at least 50,000 in one other Leg and at least 5,000 in each
of 5 more Legs.

Such Option will become exercisable with respect to 20% of the Shares subject
to such Option on the initial grant date and 20% on the first, second, third
and fourth anniversary date of the initial grant date if the following three
requirements are met:

(i) Such Distributor has a minimum of ten Active Director Legs
for all 12 months of the applicable Qualification Period;
(ii) Such Distributor has at least 2,000 G.P. for 9 of the 12
months of the applicable Qualification Period; and
(iii) Such Distributor's Organizational Points in 6 of the 12
months of the applicable Qualification Period are at least 100,000
in each of 4 Legs, at least 50,000 in one other Leg and at least
5,000 in each of 5 more Legs.

Additional Options for Distributors.

All Distributors who were Directors by the close of the March 1996
Commission Month will receive an Option to purchase an additional 200 Shares on
August 1, 1997 if such Distributor qualifies for Options during the
Qualification Period.

All Distributors who became Distributors in March 1996 who were not
Directors by the close of the March 1996 Commission Month will receive an
Option to purchase an additional 200 Shares on August 1, 1997 if (i) such
Distributor qualifies for Options during the Qualification Period and (ii)
such Distributor had at least 1,000 P.P. in the March 1996 Commission Month and
became a Director by the close of the April 1996 Commission Month.

All Distributors who became Distributors in April 1996 or later will
receive an Option to purchase an additional 200 Shares on August 1, 1997 if (i)
such Distributor qualifies for Options during the Qualification Period, and
(ii) such Distributor has at least 1,000 P.P. in the month such Distributor
enrolls as such and becomes a Director within the first two Commission Months
of enrolling as a Distributor.

Duration. Options will be granted to Distributors for terms of five (5)
years.

ADMINISTRATION

The Plan will be administered by the Company's Compensation/Stock Option
Committee, which is appointed by the Board (the "Committee") and consists of
two or more of the Company's directors for a term of one year. Any member of
the Committee may be removed at any time, with or without cause, by resolution
of the Board and any vacancy occurring in the membership of the Committee may
be filled by appointment of the Board.

In granting options to Distributors, the Committee shall follow the
guidelines set forth in the Plan. The Committee may from time to time in
granting options prescribe such other terms and conditions concerning such
options as it deems appropriate, including, without limitation, (i) prescribing
the date or dates on which the Option becomes exercisable, (ii) providing that
the Options accrue or become exercisable in installments over a period of
years, or upon the attainment of stated goals or both, or (iii) relating an
Option to the continued service as a Distributor for a specified period of
time. The Committee may, from time to time, adopt such rules and regulations
as it deems appropriate to administer the Plan, and make determinations and
interpretations concerning the

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application of the Plan's provisions, which interpretations and determinations
will be final and conclusive. The present members of the Committee are Stanley
Leedy, Raymond Monteleone and Howard Yenke and their address is c/o the
Company, 851 Broken Sound Parkway, NW, Boca Raton, Florida 33487.

SHARES OF STOCK OFFERED UNDER THE PLAN

The Company has reserved 500,000 shares of Common Stock for issuance under
the Plan. The shares of Common Stock underlying the Options to be granted
pursuant to the Plan have been registered with the Commission. The shares of
Common Stock are quoted on the National Association of Securities Dealers
Automated Quotation National Market System, under the symbol "RXSD."

The number of Shares issuable under the Plan is subject to appropriate
adjustment in the event of a stock split, reverse stock split, consolidation of
Shares, capital adjustment, payment of stock dividend or distribution, or other
increase or decrease in the Shares without receipt of consideration. The
Committee may make proportionate adjustments in the number of Shares which are
subject to purchase under outstanding Options and in the exercise price per
share upon the occurrence of such events. Notice of any adjustment in any
Shares or in any exercise price will be given by the Company to each holder of
an Option affected by the adjustment and such adjustment (whether or not notice
was received) will be binding on affected option holders.

Options granted pursuant to the Plan will be evidenced by an agreement
consistent with the terms and conditions of the Plan and grant of the Option
and will be binding on the Distributor and the Company. The agreement will set
forth the price at which the Option can be exercised, but in no event will the
Option price be less than the fair market value of the shares of Common Stock
at the time the Option is granted.

The purchase price of the shares of Common Stock purchased pursuant to the
Options granted under the Plan will be 100% of the Fair Market Value on the
date of grant of the Option and must be paid in full at the time the Option is
exercised. No Shares will be issued or transferred until full payment has been
received. Payment may be in cash, by certified or official bank check or by
money order; provided, further, however, that the Committee in its sole
discretion may accept a personal check in full or partial payment of any
Shares.

TERMINATION OF DISTRIBUTOR STATUS AND TRANSFERABILITY OF OPTIONS

Options are only transferable by will and the laws of descent and
distribution. Options may not be assigned, transferred, pledged, alienated or
hypothecated in any manner during the Distributor's lifetime except as
permitted by the Plan. Neither the Plan nor any Options granted under the Plan
shall confer upon any person any right to continuance of status as a
Distributor of RSI.

The unexercised portion of any Option shall automatically and without
notice terminate and become null and void at the time of the earliest to occur
of the following:

(a) immediately upon the termination of the Optionee's status as a
Distributor for any reason;

(b) immediately if Distributor's network marketing efforts are not
exclusive to RSI; or

(c) three months after the date of termination of the Optionee's status as
a Distributor by reason of death of the Optionee if the Optionee is an
individual.

9
<PAGE> 12

TERM MODIFICATION AND TERMINATION OF PLAN

The Plan became effective on February 6, 1996 and will continue in effect
until February 5, 2006, unless earlier terminated by the Committee. The Board
or the Committee may at any time and from time to time amend, modify suspend or
terminate the Plan or any Option.

FEDERAL INCOME TAX CONSEQUENCES

Under the Internal Revenue Code of 1986, as amended, a Distributor incurs
no tax liability on the grant of Options. Upon exercise of an Option, the
Distributor must recognize as income the difference, between the Fair Market
Value of the shares received upon exercise and the Option price.

No deduction will be allowed to the Company upon grant of an Option.
However, upon exercise of an Option, the Company will be entitled to a
compensation deduction equal to the amount the Distributor must recognize as
income.

The Company will deduct from any payment otherwise due, applicable
federal, state or local taxes of any kind required by law to be withheld with
respect to the issuance of shares under the Plan.

Each Distributor is advised to consult with a tax advisor to determine the
tax consequences of a particular transaction.

USE OF PROCEEDS

The Company is neither able to predict the number of Options granted to
Distributors nor the number of shares of Common Stock underlying such Options
that will ultimately be sold pursuant to the Plan or the prices at which such
shares will be sold. The net proceeds from the sale of shares of Common Stock
that are originally issued by the Company and offered pursuant to the Plan will
be used for general corporate purposes.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has authority under the Florida Business Corporation Act to
indemnify its directors and officers to the extent provided for in such
statute. The Company's Amended and Restated Articles of Incorporation provide
that, to the extent permitted by Florida law, the Company shall indemnify and
shall advance expenses on behalf of its officers and directors. Insofar as
indemnification for liabilities under the Securities Act may be permitted to
directors, officers or persons controlling the Company, pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. The Company
also maintains directors' and officers' liability insurance.

LEGAL MATTERS

The validity of the shares of Common Stock being offered hereby is being
passed upon for the Company by Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A., 1221 Brickell Avenue, Miami, Florida 33131.

EXPERTS

The financial statements of the Company incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended August
31, 1995, have been audited by Coopers & Lybrand L.L.P., independent auditors,
as stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

10
<PAGE> 13

Exhibit I

REXALL SUNDOWN, INC.

1996 REXALL SHOWCASE INTERNATIONAL
DISTRIBUTOR STOCK OPTION PLAN

1. Purpose. The purpose of this Plan is to provide an additional
incentive to participating Rexall Showcase International, Inc. ("RSI")
Distributors (as hereinafter defined) by enabling them to acquire a stock
ownership interest in Rexall Sundown, Inc., a Florida corporation (the
"Company"), of which RSI is a wholly-owned subsidiary, and to attract and
retain persons of ability as independent distributors of RSI and entice such
persons to exert their best efforts on behalf of RSI. All capitalized items
not otherwise defined herein shall have the definition ascribed to them in the
RSI Compensation Plan as currently in force and as amended from time to time.

2. Definitions. As used herein, the following terms shall have the
meaning indicated:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Committee" shall mean the Compensation/Stock Option Committee
appointed by the Board or, if not appointed, the Board.

(d) "Distributor" shall mean an individual, partnership or corporation
whose completed Distributor Application has been received and accepted by RSI
and whose network marketing efforts are exclusive to RSI.

(e) "Fair Market Value" of a Share on any date of reference shall be
the "Closing Price" (as hereinafter defined) of the Common Stock on such date
(or, if such date is not a business day, on the immediately preceding business
day), unless the Committee in its sole discretion shall determine otherwise in
a fair and uniform manner. For the purpose of determining Fair Market Value,
the "Closing Price" of the Common Stock on any business day shall be (i) if the
Common Stock is listed or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise reported on a
consolidated transaction reporting system, the last reported sale price of
Common Stock on such exchange or reporting system, as reported in any newspaper
of general circulation, (ii) if the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System (NASDAQ), or
any similar system of automated dissemination of quotations of securities
prices in common use, the last reported sale price of Common Stock for such day
on such system, or (iii) if neither clause (i) or (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock on at
least five of the ten preceding days.

(f) "Option" shall mean any stock option granted under this Plan.

(g) "Optionee" shall mean a Distributor to whom an Option is granted
under this Plan or any person who succeeds to the rights of such Distributor
under this Plan by reason of the death of such person.

(h) "Plan" shall mean this Rexall Sundown, Inc. 1996 Rexall Showcase
International Distributor Stock Option Plan.

(i) "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(j) "Share(s)" shall mean a share or shares of the Common Stock.

3. Shares and Options. The Company may grant to Optionees from time to
time Options to purchase an aggregate of up to Five Hundred Thousand (500,000)
Shares from authorized and unissued Shares. If any Option granted under the
Plan shall terminate, expire, or be canceled or surrendered as to any Shares,
new Options may thereafter be granted covering such Shares.

<PAGE> 14

4. Conditions for Grant of Options.

(a) Each Option shall be evidenced by an option agreement that may
contain any term deemed necessary or desirable by the Committee, provided such
terms are not inconsistent with this Plan or any applicable law.

(b) In granting Options to Distributors, the Committee shall follow
the guidelines set forth on Exhibit A attached hereto, as amended from time to
time. The Committee may from time to time in granting Options prescribe such
other terms and conditions concerning such Options as it deems appropriate,
including, without limitation, (i) prescribing the date or dates on which the
Option becomes exercisable, (ii) providing that the Options accrue or become
exercisable in installments over a period of years, or upon the attainment of
stated goals or both, or (iii) relating an Option to the continued service as a
Distributor for a specified period of time.

(c) Neither the Plan nor any Option granted under the Plan shall
confer upon any person any right to continuance of status as a Distributor with
RSI.

5. Option Price. The option price per Share of any Option shall be any
price determined by the Committee but shall not be less than the Fair Market
Value per Share.

6. Exercise of Options. An Option shall be deemed exercised when (a)
the Company has received written notice of such exercise in accordance with the
terms of the Option, (b) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (c) arrangements
that are satisfactory to the Committee in its sole discretion have been made
for the Optionee's payment to the Company of the amount that is necessary for
the Company to withhold in accordance with applicable Federal or state tax
withholding requirements. Unless further limited by the Committee in any
Option, the option price of any Shares purchased shall be paid in cash, by
certified or official bank check or by money order; provided, further, however,
that the Committee in its sole discretion may accept a personal check in full
or partial payment of any Shares. No Optionee shall be deemed to be a holder
of any Shares subject to and unless and until a stock certificate or
certificates for such Shares are issued to such person(s) under the terms of
this Plan. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 9 hereof.

7. Exercisability of Options. Any Option shall become exercisable in
such amounts, at such intervals and upon such terms as the Committee shall
provide in such Option, except as otherwise provided in this Section 7. The
expiration date of an Option shall be determined by the Committee at the time
of grant, but in no event shall an Option be exercisable after the expiration
of ten (10) years from the date of grant of the Option.

8. Termination of Option Period.

The unexercised portion of any Option shall automatically and without
notice terminate and become null and void at the time of the earliest to occur
of the following:

(a) immediately upon the termination of the Optionee's status as a
Distributor for any reason; or

(b) immediately if Distributor's network marketing efforts are not
exclusive to RSI; or

(c) three months after the date of termination of the Optionee's status as
a Distributor by reason of death of the Optionee if the Optionee is an
individual.

9. Adjustment of Shares.

(a) If at any time while the Plan is in effect or unexercised Options
are outstanding, there shall be any increase or decrease in the number of
issued and outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split, combination or
exchange of Shares, then and in such event:

(i) appropriate adjustment shall be made in the maximum number of
Shares available for grant under the Plan, so that the same percentage of
the Company's issued and outstanding Shares shall continue to be subject
to being so optioned; and

<PAGE> 15

(ii) appropriate adjustment shall be made in the number of
Shares and the exercise price per Share thereof then subject to any
outstanding Option, so that the same percentage of the Company's issued
and outstanding Shares shall remain subject to purchase at the same
aggregate exercise price.

(b) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a sale of
Shares, or shares of any other class of capital stock of the Company, or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
Shares or obligations of the Company convertible into such Shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to the number of or exercise price of Shares then subject to
outstanding Options granted under the Plan.

(c) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation
of the Company; (iii) any issue by the Company of debt securities, or preferred
or preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

10. Transferability of Options. Each Option shall provide that such
Option shall not be transferable by the Optionee otherwise than by will or the
laws of descent and distribution, and each Option shall be exercisable during
the Optionee's lifetime only by the Optionee.

11. Issuance of Shares. As a condition of any sale or issuance of
Shares upon exercise of any Option, the Committee may require such agreements
or undertakings, if any, as the Committee may deem necessary or advisable to
assure compliance with any such law or regulation including, but not limited
to, the following:

(a) a representation and warranty by the Optionee to the Company, at the
time any Option is exercised, that he or she is acquiring the Shares to be
issued to him or her for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and

(b) a representation, warranty and/or agreement to be bound by any legends
that are, in the opinion of the Committee, necessary or appropriate to comply
with the provisions of any securities law deemed by the Committee to be
applicable to the issuance of the Shares and are endorsed upon the Share
certificates.

12. Administration of the Plan.

(a) The Plan shall be administered by the Committee, which shall
consist of not less than two members of the Board. The Committee shall have
all of the powers of the Board with respect to the Plan. Any member of the
Committee may be removed at any time, with or without cause, by resolution of
the Board and any vacancy occurring in the membership of the Committee may be
filled by appointment by the Board.

(b) The Committee, from time to time, may adopt rules and regulations
for carrying out the purposes of the Plan. The Committee's determinations and
its interpretation and construction of any provision of the Plan shall be final
and conclusive.

(c) Any and all decisions or determinations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a meeting
or (ii) without a meeting by the unanimous written approval of the members of
the Committee.

13. Interpretation.

(a) If any provision of the Plan should be held invalid or illegal for
any reason, such determination shall not effect the remaining provisions
hereof, but instead the Plan shall be continued and enforced as if such
provision had never been included in the Plan.

<PAGE> 16

(b) This Plan shall be governed by the laws of the State of Florida.

(d) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.

14. Amendment of the Plan. Either the Board or the Committee may from
time to time amend the Plan or any Option.

15. Effective Date and Termination Date. The Plan shall be effective
on February 6, 1996, the date of the approval of the Board and shall terminate
on February 5, 2006, ten years thereafter.

16. Documents Available to Participants. Participants in the Plan may
obtain from the Company without charge, upon written or oral request, a copy of
any and all documents filed with the United States Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act.
Such requests should be directed to the Company's Secretary, by writing to
Rexall Sundown, Inc., 851 Broken Sound Parkway, N.W., Boca Raton, Florida
33487, or by telephone to (561) 241-9400. In addition, the Company will
deliver or cause to be delivered to participants in the Plan who do not
otherwise receive such material, copies of all reports, proxy statements, and
other communications distributed to its security holders generally.

<PAGE> 17

Exhibit A

REXALL SUNDOWN, INC.

1996 REXALL SHOWCASE INTERNATIONAL
DISTRIBUTOR STOCK OPTION PLAN

Subject to each and every one of the conditions and limitations set forth
in the Plan, Options shall be granted for the Qualification Period (as
hereinafter defined) pursuant to the following criteria:

1. Definitions. As used herein, the following terms shall have the meaning
indicated:

(a) "Active Leg" shall mean a Leg that contains an Active Director.

(b) "Ambassadors Club" shall mean the definition contained in the RSI
Compensation Plan.

(d) "Commissionable Volume (C.V.)" shall mean the basis of any commission
or override payment and is the applicable percentage of an override or
commission calculated against C.V. of all products as listed on the RSI product
order forms. C.V. fluctuates on international orders depending upon the
applicable foreign currency exchange rate.

(e) "Director" shall have the definition contained in the RSI Compensation
Plan.

(f) "Group Points (G.P.)" shall mean all Points earned from the purchase
of products from RSI for retail sale by Distributors (not yet Directors) in a
Distributor's downline who are not under another downline Director. This
includes all Personal Points (P.P.) of such Distributor. Sales Aid and
Distributor Kit purchases are not included as part of Group Point (G.P.)
earnings.

(g) "Leg" shall mean a line of Distributors which begins with someone a
Distributor personally sponsors and continues below that Distributor. Each
individual personally sponsored by Distributor starts a new and separate leg.

(h) "Organizational Points" shall mean the total Group Points (G.P.) of
all Directors in a Director downline on which such Director is eligible to be
paid overrides. It also includes the Group Points (G.P.) of the Director being
paid.

(i) "Personal Points (P.P.)" shall mean all Points earned from products
personally purchased from RSI for retail sale to others. Sales Aids and
Distributor Kit purchases are not included as part of Personal Points (P.P.).

(j) "Points" shall mean a unit of measure (equivalent to one U.S. C.V.
Dollar) earned through group and personal sales efforts.

(k) "Presidents Club" shall have the definition contained in the RSI
Compensation Plan.

(l) "Qualification Period" shall mean the July 1996 Commission Month
through the June 1997 Commission Month and for the vesting of Options, shall
mean the applicable July Commission Month through the next June Commission
Month.

(m) "RSI Compensation Plan" shall mean the Compensation Plan of RSI as
currently in force and as amended from time to time.

(n) All capitalized terms not otherwise defined herein shall have the
definition ascribed to them in the RSI Compensation Plan.

<PAGE> 18

2. Eligibility. Any Distributor whose network marketing activities are
exclusive to RSI will be eligible to receive Options under the Plan. The
number of Active Legs that a Distributor has at the close of the June 1996
Commission Month will be such Distributor's minimum qualification level for the
Qualification Period, i.e., a Distributor with five Active Legs may only
qualify for Options based on five Active Legs and above and not for Options
based on four Active Legs. Distributors who have four Active Legs or less for
the June 1996 Commission Month will have the opportunity to qualify for Options
based on four Active Legs. All Qualification Levels are based upon a
Distributor's effective position within the RSI Compensation Plan.

3. Grant and Vesting of Options.

3.1 Four Active Legs. A Distributor will receive an Option to purchase 1,000
Shares on August 1, 1997 if the following three requirements are met:

Such Option will become exercisable with respect to 20% of the Shares
subject to such Option on the initial grant date and 20% on the first, second,
third and fourth anniversary date of the initial grant date if the following
three requirements are met:

3.2 Five Active Legs. A Distributor will receive an Option to purchase 1,500
Shares on August 1, 1997 if the following three requirements are met:

3.3 Six Active Legs. A Distributor will receive an Option to purchase 2,500
Shares on August 1, 1997 if the following three requirements are met:

<PAGE> 19

3.4 Ten Active Legs. A Distributor will receive an Option to purchase 5,000
Shares on August 1, 1997 if the following three requirements are met:

3.5 Additional Options for Presidents Club Members. A Distributor who is a
member of the Presidents Club during either of the Bonus Pool periods
during the Qualification Period will receive an Option to purchase 2,500
additional Shares if the following three requirements are met:

(a) Such Distributor has a minimum of six Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 50,000 in 1 Leg, at
least 30,000 in each of 2 other Legs and at least 5,000 in each of
3 additional Legs;

provided, however, a Distributor may only receive additional Options as a
member of the Presidents Club or the Chairmans Club, but not as a member
of both Clubs.

3.6 Additional Options for Chairmans Club Members. A Distributor who is a
member of the Chairmans Club during either of the Bonus Pool periods
during the Qualification Period (July 1996 to December 1996 or January
1997 to June 1997) will receive an Option to purchase 5,000 additional
Shares if the following three requirements are met:

<PAGE> 20

(a) Such Distributor has a minimum of ten Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 100,000 in 1 Leg, at
least 50,000 in each of 2 other Legs and at least 5,000 in each of 5
additional Legs.

3.7 Additional Options for Ambassadors Club Members. A Distributor who is a
member of the Ambassadors Club during either of the Bonus Pool periods
during the Qualification Period (July 1996 to December 1996 or January
1997 to June 1997) will receive an Option to purchase 5,000 additional
Shares if the following three requirements are met:

(a) Such Distributor has a minimum of ten Active Director Legs
for all 12 months of the Qualification Period;
(b) Such Distributor has at least 2,000 G.P. for all 12 months of
the Qualification Period; and
(c) Such Distributor's Organizational Points for 9 of the 12
months of the Qualification Period are at least 100,000 in each of
4 Legs, at least 50,000 in one other Leg and at least 5,000 in each
of 5 more Legs.

3.8 Additional Options for Distributors.

(a) All Distributors who are Directors by the close of the March 1996
Commission Month will receive an Option to purchase an additional 200
Shares on August 1, 1997 if such Distributor qualifies for Options under
Sections 3.1, 3.2, 3.3 or 3.4 hereof.

(b) All Distributors who became a Distributor in March 1996 who are not
Directors by the close of the March 1996 Commission Month will receive an
Option to purchase an additional 200 Shares on August 1, 1997 if (i) such
Distributor qualifies for Options under Section 3.1, 3.2, 3.3 or 3.4
hereof and (ii) such Distributor has at least 1,000 P.P. in the March
1996 Commission Month and becomes a Director by the close of the April
1996 Commission Month.

(c) All Distributors who become a Distributor in April 1996 or later will
receive an Option to purchase an additional 200 Shares on August 1, 1997
if (i) such Distributor qualifies for Options under Section 3.1, 3.2, 3.3
or 3.4 hereof and (ii) such Distributor has at least 1,000 P.P. in the
month such Distributor enrolls as such and becomes a Director within the
first two Commission Months of enrolling as a Distributor.

<PAGE> 21

4. Price. The purchase price of the shares of Common Stock purchased
pursuant to the Options granted under the Plan will be 100% of the Fair
Market Value on the date of grant of the Option.

5. Duration. Options will be granted to Optionees for terms of five (5)
years.
<PAGE> 22
<TABLE>
<S> <C>
- -------------------------------------------------------

No dealer, salesperson or any other person has been
authorized to give any information or to make any 500,000 SHARES
representation other than those contained in this
Prospectus in connection with the offering made hereby,
and, if given or made, such information or REXALL SUNDOWN, INC.
representations must not be relied upon as having been
authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered 1996 REXALL SHOWCASE
securities to which it relates, or an offer to sell or INTERNATIONAL
solicitation of an offer to buy such securities in any DISTRIBUTOR STOCK
jurisdiction where, or to any person to whom, it is OPTION PLAN
unlawful to make such an offer or solicitation.
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 herein is correct as of any
time subsequent to the date of this Prospectus.

------------------------------

TABLE OF CONTENTS COMMON STOCK

Page
----

AVAILABLE INFORMATION............................. 2
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE...................................... 2
THE COMPANY....................................... 3 --------------------------
RISK FACTORS...................................... 3
DESCRIPTION OF THE REXALL SUNDOWN, PROSPECTUS
INC. 1996 REXALL SHOWCASE
INTERNATIONAL DISTRIBUTOR STOCK --------------------------
OPTION PLAN....................................... 4
USE OF PROCEEDS................................... 10
INDEMNIFICATION OF DIRECTORS AND
OFFICERS.......................................... 10
LEGAL MATTERS..................................... 10
EXPERTS........................................... 10

July __, 1996

- ------------------------------------------------------ ------------------------------------------------------
</TABLE>
<PAGE> 23

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Company will pay all of the expenses incurred in connection with the
offering described in this registration statement. Such expenses are estimated
to be as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee ............... $ 4,568.97
Legal fees and expenses ........................................... 5,000
Accounting fees and expenses ...................................... 2,500
Miscellaneous ..................................................... $ 431.03
----------

Total ..................................................... $12,500
==========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has authority under the Florida Business Corporation Act to
indemnify its directors and officers to the extent provided for in such
statute. The Company's Amended and Restated Articles of Incorporation require
the Company to indemnify the Company's directors, officers, employees and
agents. Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers or persons controlling the Company,
pursuant to the foregoing provisions, or otherwise, the Company 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. The Company also maintains directors' and
officers' liability insurance.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C>
4.1 Rexall Sundown, Inc. 1996 Rexall Showcase International Distributor Stock Option Plan

4.2 Form of Stock Option Agreement

5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.

23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (contained in Exhibit 5.1
hereto)

23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>

<PAGE> 24

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes that:

(1) It will include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

(b) 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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
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.

<PAGE> 25

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on this 10th day of
July, 1996.

REXALL SUNDOWN, INC.

By: /s/ Christian Nast
--------------------------------------------
Christian Nast, President, Chief Operating
Officer and Director

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Carl DeSantis Chairman of the Board and Chief
- ----------------- Executive Officer July 10, 1996
Carl DeSantis

/s/ Christian Nast Director, President and Chief Operating
- ------------------ Officer July 10, 1996
Christian Nast

/s/ Dean DeSantis Director and Senior Vice President -
- ----------------- Operations July 10, 1996
Dean DeSantis

/s/ Damon DeSantis
- ------------------ Director and Executive Vice President July 10, 1996
Damon DeSantis

Vice President - Finance, Chief
/s/ Geary Cotton Financial Officer, Treasurer and Chief
- ---------------- Accounting Officer July 10, 1996
Geary Cotton

/s/ Nickolas Palin Director and Senior Vice President -
- ------------------ Sales and Marketing July 10, 1996
Nickolas Palin

/s/ Stanley Leedy
- ----------------- Director July 10, 1996
Stanley Leedy

/s/ Raymond Monteleone
- ---------------------- Director July 10, 1996
Raymond Monteleone

/s/ Howard Yenke
- ---------------- Director July 10, 1996
Howard Yenke
</TABLE>

<PAGE> 26

EXHIBIT INDEX

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
4.1 Rexall Sundown, Inc. 1996 Rexall Showcase International Distributor Stock Option Plan

4.2 Form of Stock Option Agreement

5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.

23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
(contained in Exhibit 5.1 hereto).

23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>

<PAGE> 1

Exhibit 4.1