<PAGE> 1
As filed with the Securities and Exchange Commission on June 21, 1996
Registration No. 333-
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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)
---------------
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, ESQ.
VICE PRESIDENT - LEGAL AFFAIRS,
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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
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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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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> <C>
Common Stock, $.01 par value 500,000 shares $22.125 $11,062,500 $3,814.66
======================================================================================================================
</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 June 20, 1996, as reported by the Nasdaq National Market.
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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.
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<PAGE> 2
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, JUNE 21, 1996
500,000 SHARES
REXALL SUNDOWN, INC.
1996 REXALL SHOWCASE INTERNATIONAL DISTRIBUTOR
STOCK PURCHASE PLAN
COMMON STOCK
---------------------
The 1996 Rexall Showcase International Distributor Stock Purchase Plan
(the "Plan") described herein offers eligible 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 price to be paid for shares of Common
Stock purchased pursuant to the Plan will be, in the case of One-Star Directors
(as defined herein) and above, 95% of the closing price of the Common Stock as
reported by the Nasdaq National Market on the date of issuance or acquisition
and, in the case of all other eligible Directors, the closing price of the
Common Stock as reported by the Nasdaq National Market on the date of issuance
or acquisition.
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 June 20,
1996, the last reported sale price of the Common Stock was $21.625.
There will be no brokerage commissions or service charges to
distributors upon the purchase of shares under the Plan. The Company will also
bear all other costs of administering the Plan.
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 5.
---------------------
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.
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THE DATE OF THIS PROSPECTUS IS ___________, 1996
<PAGE> 3
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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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 REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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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. 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. 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"). 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 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.
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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 69.3% 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 to have 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 context involving the Company, even
if such events would be beneficial to the interests of the shareholders.
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DESCRIPTION OF THE REXALL SUNDOWN, INC. 1996 REXALL SHOWCASE INTERNATIONAL
DISTRIBUTOR STOCK PURCHASE PLAN
The following is a description of the Plan offered to selected
distributors of RSI. The description of the Plan is subject to, and is
qualified in its entirety by, the full text of the Plan which has been filed as
an exhibit to the Registration Statement of which this Prospectus forms a part.
The Plan was approved by the Company's Board of Directors on February 6, 1996.
PURPOSE AND ADVANTAGES OF THE PLAN
The Plan provides participating distributors of RSI (each, a
"Participant") an opportunity to acquire a proprietary interest in the Company
through the purchase of Common Stock. The purpose of the Plan is to provide an
additional incentive to Participants by enabling them to acquire a stock
ownership interest in the Company 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.
PARTICIPATION
Any active and effective Director (as hereinafter defined) of RSI may
participate in the Plan. A Director is an individual, partnership or
corporation whose completed Distributor Application has been received and
accepted by RSI and which has satisfied certain performance criteria
established by RSI.
ENROLLMENT IN THE PLAN
A Director who is eligible to participate in the Plan (an "Eligible
Director") may enroll in the Plan by completing and delivering Election Forms
to the Company. Election Forms may be obtained at any time upon written
request to the Company. Participation in the Plan by an Eligible Director
will be effective as of August 1, 1996 and each September 1, January 1, March
1 or June 1 thereafter, whichever of such dates immediately follows the
Company's receipt of such Eligible Director's properly prepared and executed
Election Forms and shall continue until terminated in accordance with the
provisions of the Plan.
CONTRIBUTIONS TO THE PLAN; ACCOUNTS
Each Participant whose monthly commission check (the "Commission
Check") is $500.00 or more may elect to have an amount not less than $50.00 and
not in excess of the lesser of (i) 10% of the aggregate of such Participant's
monthly Commission Check and (ii) $1,000 withheld by the Company by deduction
from the Commission Check and contributed to the Participant's Account (as
defined below) in lieu of otherwise receiving such amount of compensation (such
contributions are referred to herein as "Contributions"). A Participant may
elect to make contributions by delivering to the Company properly completed and
executed Election Forms.
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A separate non-interest bearing account will be maintained by the
Administrator (as hereinafter defined) to reflect the interest of each
Participant under the Plan (each, an "Account").
PURCHASE OF SHARES
Purchases of shares of Common Stock will be made on behalf of each
Participant's Account on the twenty-fifth day of each calendar month, or on the
next succeeding business day if the twenty-fifth day of such calendar month is
not a business day (each, a "Stock Purchase Date"). On each Stock Purchase
Date, the Administrator shall apply the funds then accumulated in a
Participant's Account to the purchase on behalf of the Participant's Account of
the maximum number of full shares of Common Stock that can be purchased with
the accumulated funds at the applicable price. The Common Stock purchased
pursuant to the Plan will be purchased from the Company and may consist of
either authorized but unissued shares of Common Stock or shares of Common Stock
reacquired by the Company at any time. Any funds remaining in a Participant's
Account after the purchase of such maximum number of full shares on any Stock
Purchase Date will be retained in the Participant's Account and treated as a
part of the accumulation for the next succeeding calendar month.
The price to be paid for shares of Common Stock purchased pursuant to
the Plan will be, in the case of One-Star Directors (as defined below) and
above, 95% of the closing price of the Common Stock as reported by the Nasdaq
National Market on the date of issuance or acquisition and, in the case of all
other Eligible Directors, the closing price of the Common Stock as reported by
the Nasdaq National Market on the date of issuance or acquisition. For
purposes of the Plan, a "One-Star Director" means an Eligible Director which
has satisfied certain performance criteria established by RSI.
COSTS AND EXPENSES
Participants in the Plan will not be obligated to pay any brokerage
commissions or service charges with respect to the purchase of Common Stock
under the Plan.
VOTING OF SHARES; DIVIDENDS
Each Participant is entitled to direct the exercise of any voting
rights attributable to shares of Common Stock credited to the Participant's
Account under the Plan. Each Participant will be sent proxy materials with
respect to each meeting of the Company's shareholders. If a Participant does
not direct the exercise of such voting rights with respect to any particular
occasion for the exercise thereof, such voting rights will not be exercised
with respect to such occasion.
Each Participant is entitled to receive dividends, if declared, and to
all other rights as a shareholder of the Company with respect to shares of
Common Stock credited to the Participant's Account under the Plan.
ADMINISTRATION
The Plan will be administered by the Compensation/Stock Option
Committee of the Company's Board of Directors, or, in the absence of any such
Committee, the Company's Board of Directors (in either case, the "Committee").
The Committee may, from time to time, adopt rules and regulations for carrying
out the purposes of the Plan. The determinations and the interpretation and
construction of any provision of the Plan of the Committee shall be final and
conclusive.
The Committee will appoint a bank, trust company or other appropriate
entity to serve as administrator (the "Administrator") of the Plan. The
Administrator's duties will include establishing and maintaining a separate
Account for each participant, purchasing Common Stock on behalf of
participant's Accounts, maintaining records of each participant's Account and
furnishing to participants reports under the Plan. The Committee will direct
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the Administrator with regard to its duties under the Plan. The Committee has
appointed American Stock Transfer & Trust Company, 40 Wall Street, New York,
New York 10005 as Administrator of the Plan.
RECAPITALIZATIONS
If at any time while the Plan is in effect, there shall be any
increase or decrease in the number of issued and outstanding shares of Common
Stock through the declaration of a stock dividend or through any
recapitalization resulting in a stock split, combination or exchange of shares
of Common Stock, then and in such event appropriate adjustments will be made
in the maximum number of shares of Common Stock that may be purchased under
the Plan, so that the same percentage of the Company's issued and outstanding
shares of Common Stock will continue to be subject to being so purchased.
WITHDRAWALS AND TERMINATION
A Participant may withdraw from the Plan at any time by delivering to
the Company properly prepared and executed Termination Forms. Termination
Forms may be obtained at any time upon written request to the Company. A
Participant's participation in the Plan will immediately terminate if and when
(i) the Participant ceases to be eligible to participate in the Plan or (ii)
the Participant has made no contributions for a continuous period of six
months.
Upon any such withdrawal or termination of participation (other than
by reason of the Participant's death), any funds contributed by the Participant
that remain in the Participant's Account will be paid to the Participant in
accordance with such administrative rules and procedures as are established by
the Committee, without payment of interest thereon, and any shares of Common
Stock credited to the Participant's Account will be delivered to the
Participant. Upon the death of a Participant, any funds that remain in the
Participant's Account and any Common Stock credited to the Participant's
Account will be distributed to the Participant's designated beneficiary.
A Participant whose participation in the Plan is terminated may, on
the next succeeding Enrollment Date, elect to again participate in the Plan as
long as the Participant continues to be an Eligible Director.
NON-TRANSFERABILITY
No Participant may assign its rights under the Plan, including such
Participant's interest in his, her or its Account, to any other person. Any
attempt by a Participant to assign, alienate, create a security interest in or
otherwise encumber any of such Participant's interests under the Plan shall be
void.
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 Committee may at any time and from time to time amend, modify
suspend or terminate the Plan. No shares of Common Stock may be purchased
pursuant to the Plan subsequent to its termination.
FEDERAL INCOME TAX CONSEQUENCES
At the time of purchase of shares under the Plan, a Participant will
be treated as having received ordinary income in an amount equal to the excess,
if any, of the then fair market value of the shares of Common Stock acquired
over the purchase price paid for the shares. At the end of each calendar year,
the Company will mail to each Participant who is an individual a Form 1099
reflecting the amount of ordinary income earned under the Plan. The Company is
entitled to a deduction at the same time in a corresponding amount. The
Participant's basis in the shares of Common Stock acquired is equal to the
purchase price plus the amount of
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ordinary income recognized. When a Participant disposes of shares of Common
Stock acquired under the Plan, any amount received in excess of the value of
the shares of Common Stock on which the Participant was previously taxed will
be treated as long-term or short-term capital gain depending upon the holding
period of the shares. If the amount received is less than that value, the loss
will be treated as long-term or short-term capital loss, depending upon the
holding period of the shares (which begins on the date after the share is
acquired).
Each Participant is advised to consult with a tax advisor to determine
the tax consequences of a particular transaction in the Participant's Account.
USE OF PROCEEDS
The Company is unable to predict either the number of shares of Common
Stock 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. The Company will not receive
any proceeds from shares of Common Stock purchased in open market transactions.
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.
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<TABLE>
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No dealer, salesperson or any other person has
been authorized to give any information or to make
any representation other than those contained in
this Prospectus in connection with the offering
made hereby, and, if given or made, such 500,000 SHARES
information or representations must not be relied
upon as having been authorized by the Company. REXALL SUNDOWN, INC.
This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any
securities other than the registered securities to 1996 REXALL SHOWCASE
which it relates, or an offer to sell or INTERNATIONAL
solicitation of an offer to buy such securities in DISTRIBUTOR STOCK
any jurisdiction where, or to any person to whom, PURCHASE PLAN
it is 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 COMMON STOCK
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.
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PROSPECTUS
TABLE OF CONTENTS --------------------------
Page
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AVAILABLE INFORMATION . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE. . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . 5 June __, 1996
RISK FACTORS . . . . . . . . . . . . . . . . 5
DESCRIPTION OF THE 1996 REXALL
SHOWCASE INTERNATIONAL
DISTRIBUTOR STOCK PURCHASE PLAN . . . . . . 7
USE OF PROCEEDS . . . . . . . . . . . . . . . 10
INDEMNIFICATION OF DIRECTORS AND
OFFICERS . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . 10
=================================================== ==================================================
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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 . . . . . . . . . . . . . . . . . . . . $ 3,814.66
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 685.34
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,000
==========
</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 Purchase Plan.
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>
II-1
<PAGE> 13
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.
II-2
<PAGE> 14
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 21st day of
June, 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 June 21, 1996
-------------------------------------- Executive Officer
Carl DeSantis
/s/ Christian Nast Director, President and Chief June 21, 1996
-------------------------------------- Operating Officer
Christian Nast
/s/ Dean DeSantis Director and Senior Vice President- June 21, 1996
-------------------------------------- Operations
Dean DeSantis
/s/ Damon DeSantis Director and Executive Vice June 21, 1996
-------------------------------------- President
Damon DeSantis
/s/ Geary Cotton Vice President - Finance, Chief June 21, 1996
-------------------------------------- Financial Officer, Treasurer and
Geary Cotton Chief Accounting Officer
/s/ Nickolas Palin Director and Senior Vice June 21, 1996
-------------------------------------- President - Sales and Marketing
Nickolas Palin
/s/ Stanley Leedy Director June 21, 1996
--------------------------------------
Stanley Leedy
/s/ Raymond Monteleone Director June 21, 1996
--------------------------------------
Raymond Monteleone
/s/ Howard Yenke Director June 21, 1996
--------------------------------------
Howard Yenke
</TABLE>
II-3
<PAGE> 15
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
4.1 Rexall Sundown, Inc. 1996 Rexall Showcase International
Distributor Stock Purchase Plan.
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.
<PAGE> 1
EXHIBIT 4.1
REXALL SUNDOWN, INC.
1996 REXALL SHOWCASE INTERNATIONAL
DISTRIBUTOR STOCK PURCHASE PLAN
1. Nature of Plan. 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.
2. Definitions. As used herein, the following capitalized terms shall
have the meaning indicated:
(a) "Administrator" shall mean the bank, trust company or other entity
appointed by the Committee to administer the Plan pursuant to Section 10
hereof.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Committee" shall mean the Compensation/Stock Option Committee of the
Board, or, in the absence of any such Committee, the Board.
(d) "Common Stock" shall mean the Company's Common Stock, par value $.01
per share.
(e) "Distributor" shall mean an individual, partnership or corporation
whose completed Distributor Application has been received and accepted by RSI.
(f) "Director" shall mean a Distributor which has satisfied certain
performance criteria established by RSI.
(g) "One-Star Director" shall mean a Director which has satisfied
certain performance criteria established by RSI.
(h) "Participant" shall mean any Director who is participating in the
Plan.
(i) "Plan" shall mean this Rexall Sundown, Inc. 1996 Rexall Showcase
International Distributor Stock Purchase Plan.
3. Eligibility and Participation.
(a) Each active and effective Director may participate in the Plan.
(b) Any Distributor electing to participate in the Plan shall evidence
such election (and any changes thereof, including any election to cancel
participation in the Plan pursuant to Section 6 hereof) on such forms as shall
be supplied by the Company (the "Election Forms") and in accordance with such
administrative rules and procedures as are established by the Committee.
Participation in the Plan by an eligible Director shall be effective as of
August 1, 1996 and each subsequent September 1st, January 1st, March 1st or
June 1st (the "Enrollment Date"), whichever such date immediately follows the
Company's receipt of such Distributor's properly prepared and executed Election
Forms and shall continue until it terminates pursuant to Section 6 hereof.
<PAGE> 2
4. Contributions to Plan; Accounts.
(a) Distributor Contributions.
(i) Each Participant whose monthly commission check (the "Commission
Check") is $500.00 or more may elect to have an amount not less than
$50.00, and not in excess of 10% of the aggregate of such Participant's
monthly Commission Check (in no event may such amount exceed $1,000),
withheld by the Company by deduction from the Commission Check and
contributed to the Participant's Account (as hereinafter defined) in lieu
of otherwise receiving such amount of compensation (such contributions
are referred to herein as "Distributor Contributions"). The Company may
adjust as necessary the amount of a Participant's Distributor
Contributions to comply with the aforementioned contribution parameters.
(ii) Such election (and any termination or changes thereof) shall be
made on the Commission Check deduction authorization form (the "Deduction
Form" or the "Termination Form", as the case may be) included with the
Election Forms in accordance with such administrative rules and
procedures as shall be established by the Committee. Any such election
shall become effective as of August 1, 1996 and each subsequent September
1st, January 1st, March 1st, March 1st or June 1st, whichever such date
immediately follows the Company's receipt of such Deduction Form or
Termination Form.
(b) Distributor Accounts. A separate non-interest bearing account shall
be maintained by the Administrator to reflect the interest of each Participant
under the Plan (each, an "Account"). Each Participant's Distributor
Contributions shall be held in his or her Account pending application of such
amounts toward the purchase of Common Stock as provided in Section 5 hereof. A
Participant shall have the right upon the election to terminate his or her
participation under the Plan to withdraw all or any portion of the cash balance
of, and any Common Stock credited to, his or her Account upon the Participant's
demand and in accordance with such administrative rules and procedures as are
established by the Committee. Any cash or stock dividends on shares of Common
Stock credited to a Participant's Account shall be credited to such
Participant's Account.
5. Purchase of Shares.
(a) Stock Purchase Date. Purchases of Common Stock shall be made on
behalf of each Participant's Account on the 25th day of each calendar month, or
on the next succeeding business day if the 25th day is not a business day (the
"Stock Purchase Date"). On each Stock Purchase Date, the Administrator shall
apply the funds then accumulated in a Participant's Account to the purchase on
behalf of the Participant's Account of the maximum number of full shares of
Common Stock that can be purchased with the accumulated funds at the applicable
price as determined pursuant to Section 5(b) hereof. The Common Stock
purchased pursuant hereto shall be purchased from the Company and may consist
of either authorized but unissued shares of Common Stock or shares of Common
Stock reacquired by the Company at any time. Any funds remaining in a
Participant's Account after the purchase of such maximum number of full shares
on any Stock Purchase Date shall be retained in the Participant's Account and
treated as a part of the accumulation for the next succeeding calendar month.
(b) Purchase Price.
(i) The purchase price for Common Stock purchased from the Company
pursuant to the Plan shall be as follows:
(A) For Directors, the purchase price shall be the closing price of the
Common Stock as reported by the Nasdaq National Market on the date of issuance
or acquisition, as the case may be, on behalf of any particular Participant;
and
2
<PAGE> 3
(B) For Active One-Star Directors and above, the purchase price shall be
95% of the closing price of the Common Stock as reported by the Nasdaq
National Market on the date of issuance or acquisition, as the case may be, on
behalf of any particular Participant.
(ii) No fees, commissions or other charges in connection with the
purchase of Common Stock under the Plan shall be paid by, or otherwise
charged to, Participants or their Accounts.
6. Termination of Participation.
(a) Voluntary Cancellation; Other Termination. A Participant's
participation in the Plan shall immediately terminate if and when (i) the
Participant voluntarily elects to cancel his or her participation in the Plan
(such cancellation shall be effective as of the date of the Company's receipt
of a properly prepared and executed Termination Form evidencing such
cancellation), (ii) the Participant ceases to be eligible to participate in the
Plan by reason of the termination of the Participant as a Distributor, the
Participant's death, or otherwise, or (iii) the Participant has made no
Distributor Contributions for a continuous period of six (6) months. Upon any
such termination of participation (other than by reason of the Participant's
death), any funds contributed by the Participant that remain in the
Participant's Account shall be paid to the Participant, without payment of
interest thereon, and any Common Stock credited to the Participant's Account
shall be delivered to the Participant. Upon termination of participation by
reason of a Participant's death, the Participant's Account shall be disbursed
in accordance with Section 7(b) hereof.
(b) Participation Following Termination. A Participant whose
participation in the Plan is terminated may, on the next succeeding Enrollment
Date after his or her participation is terminated, elect to again participate
in the Plan so long as the Participant continues to be a Director.
7. Assignment of Plan Interest.
(a) No rights of a Participant under the Plan, including such
Participant's rights in and to his or her Account, are assignable by the
Participant by operation of law or otherwise. Any attempt by a Participant or
other person to assign, alienate, create a security interest in or otherwise
encumber, any of the Participant's interest under the Plan, or to subject the
Participant's interest to attachment, execution, garnishment or other legal or
equitable process shall be void.
(b) A Participant may designate a beneficiary or beneficiaries to receive
the balance of his or her Account at the time of his or her death (a
"Beneficiary Designation"). A Participant may change or cancel his or her
Beneficiary Designation at any time. A Beneficiary Designation (or
cancellation thereof) shall be effective as of the date of the Company's
receipt of properly prepared and executed Election Forms evidencing such
Beneficiary Designation (or cancellation thereof). Subject to such
administrative rules and procedures as are established by the Committee, a
Participant's Beneficiary Designation shall be controlling over any other
purported disposition by his or her will or otherwise, and, upon the death of
the Participant, the Company shall pay to the beneficiary or beneficiaries so
designated any funds contributed by the Participant that remain in the
Participant's Account, without interest thereon, and shall transfer to such
person(s) any Common Stock credited to the Participant's Account. If a
Beneficiary Designation designates more than one beneficiary, each designated
beneficiary who survives the Participant shall receive an equal portion of the
Account, provided, however, that if the Beneficiary Designation specifically
provides for a different allocation of the Account among beneficiaries, the
Participant's Account shall be disbursed in accordance with such different
allocation subject to such administrative rules and procedures as are
established by the Committee. Upon the death of a Participant who has no
effective Beneficiary Designation or no surviving beneficiaries under his or
her Beneficiary Designation, the Participant's Account balance shall be paid,
and any Common Stock credited to his or her Account shall be transferred, to
the personal representative, executor or other administrator of the
Participant's estate. Upon the disposition of a Participant's Account in
accordance with this Section 7, the Company shall have no further liability
therefor or in connection therewith.
3
<PAGE> 4
8. Expenses; Reports.
(a) All expenses of administering the Plan, including the maintenance of
Participants' Accounts, shall be paid or otherwise borne by the Company. The
Company's incurrence of such expenses shall not be deemed to be a contribution
by the Company to any Participant.
(b) Each Participant shall be furnished with the status of his or her
Participant's Account on a quarterly basis.
9. Voting of Common Stock.
Each Participant is entitled to direct the exercise of any voting rights
attributable to shares of Common Stock credited to the Participant's Account
under the Plan. The Committee shall establish appropriate procedures whereby
Participants may direct the exercise of such voting rights at shareholder
meetings and all other occasions for the exercise of such voting rights. If a
Participant does not direct the exercise of such voting rights with respect to
any particular occasion for the exercise thereof, such voting rights shall not
be exercised with respect to such occasion.
10. Administration of the Plan.
(a) The Plan shall be administered by the Committee, which 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. 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. The Committee may, from time to
time, adopt rules and regulations for carrying out the purposes of the Plan.
The determinations and the interpretation and construction of any provision of
the Plan by the Committee shall be final and conclusive.
(b) The Committee shall appoint a bank, trust company or other appropriate
entity to serve as Administrator of the Plan. The Administrator's duties shall
include establishing and maintaining a separate Account for each Participant,
purchasing Common Stock on behalf of Participants' Accounts, maintaining
records of each Participant's Account and furnishing to Participants the
reports required by Section 8(b) hereof. The Committee shall direct the
Administrator with regard to its duties under the Plan.
(c) The Committee may allocate its fiduciary responsibilities among its
members and may designate one or more other persons (including any officers of
the Company and the Administrator) to carry out fiduciary responsibilities
under the Plan. The Committee may employ accountants, legal counsel and other
agents to assist it in the performance of its duties under the Plan. All
reasonable expenses of the Committee in connection with its administration of
the Plan shall be borne by the Company as provided in Section 8 hereof.
11. Shares Available for Purchase; Adjustment.
(a) Subject to the following paragraph (b), the aggregate number of shares
of Common Stock purchased pursuant to the Plan shall not exceed Five Hundred
Thousand (500,000).
(b) If at any time while the Plan is in effect, there shall be any
increase or decrease in the number of issued and outstanding shares of Common
Stock through the declaration of a stock dividend or through any
recapitalization resulting in a stock split, combination or exchange of
shares of Common Stock, then and in such event appropriate adjustments shall be
made in the maximum number of shares of Common Stock that may be purchased
under the Plan, so that the same percentage of the Company's issued and
outstanding shares of Common Stock shall continue to be subject to being so
purchased.
4
<PAGE> 5
(c) 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 direct
sale or upon the exercise of options, 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 shares of Common Stock that
may be purchased under the Plan.
(d) Without limiting the generality of the foregoing, the existence of 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, recapitalization,
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 of Common Stock that may be purchased under the Plan;
(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.
12. Transfer of Shares to Participants. As a condition to the purchase of
any Common Stock for the benefit of, or the transfer of any Common Stock to, a
Participant pursuant to the Plan, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to
assure compliance with any law or regulation, including, but not limited to 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 Participant's acquisition of such Common Stock and are endorsed upon the
certificates therefor.
13. Effective Date; Termination; Modification.
(a) The effective date of the Plan is February 6, 1996, the date upon
which the Board adopted the Plan. The Plan shall terminate on February 5,
2006, the tenth (10th) anniversary of the effective date thereof unless earlier
terminated in accordance with the following paragraph. No Common Stock may be
purchased pursuant to the Plan subsequent to its termination.
(b) The Committee may at any time and from time to time amend, modify,
suspend or terminate the Plan.
(c) Notice of any amendment, modification, suspension, or termination of
the Plan shall be sent to all Participants.
(d) Promptly after any termination of the Plan, each Participant shall
receive any funds contributed by the Participant that remain in, and the Common
Stock credited to, his or her Account as of the date of termination, without
interest thereon.
14. Interpretation.
(a) If any provision of the Plan should be held invalid or illegal for any
reason, such determination shall not affect the remaining provisions hereof,
but instead the Plan shall be construed and enforced as if such provision had
never been included in the Plan.
(b) This Plan shall be governed by the laws of the State of Florida.
(c) Headings contained in this Plan are for convenience only and shall in
no manner be construed as part of this Plan.
Any reference to the singular or plural number, or to the masculine,
feminine or neuter gender, shall be a reference to such other number or gender,
as the case may be, as is appropriate.
5
<PAGE> 1
Exhibit 5.1
June 21, 1996
Rexall Sundown, Inc.
851 Broken Sound Parkway, NW
Boca Raton, Florida 33487
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Rexall Sundown, Inc., a Florida corporation
(the "Company"), in connection with the registration statement on Form S-3 (the
"Registration Statement") being filed by the Company under the Securities Act
of 1933, as amended, with respect to 500,000 shares (the "Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock"), which
may be sold from time to time by the Company pursuant to the Rexall Sundown,
Inc. 1996 Rexall Showcase International Distributor Stock Purchase Plan (the
"Plan").
In connection with the Registration Statement, we have examined,
considered and relied upon the following documents (collectively, the
"Documents"): the Registration Statement; the Plan; the Company's Articles of
Incorporation and Bylaws, as amended to date; records of
<PAGE> 2
Rexall Sundown, Inc.
June 21, 1996
Page 2
corporate proceedings of the Company authorizing the Plan; and such other
documents and instruments and such matters of law as we have considered
necessary or appropriate for the expression of the opinions contained herein.
In rendering the opinions set forth below, we have assumed without
investigation the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the veracity of the
Documents. As to questions of fact material to the opinions expressed herein,
we have relied upon documents, records and instruments furnished to us by the
Company, without independently verifying the accuracy of such documents,
records and instruments.
Based upon the foregoing examinations, and subject to the qualifications
set forth below, we are of the opinion that the Shares have been duly
authorized and, when issued and delivered in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.
Although we have acted as counsel to the Company in connection with
certain other matters, our engagement is limited to matters about which we have
been consulted. Consequently, there exist matters of a legal nature involving
the Company in which we have not been consulted and have not represented the
Company. This opinion letter is limited to the matters stated herein and no
opinions may be implied or inferred beyond the matters expressly stated herein.
The opinions expressed herein are given as of this date, and we assume no
obligation to update or supplement our opinions to reflect any facts or
circumstances that may come to our attention or any change in law that may
occur or become effective at a later date.
<PAGE> 3
Rexall Sundown, Inc.
June 21, 1996
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus contained in the Registration Statement.
Very truly yours,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
By: /s/ Paul Berkowitz
--------------------------------------
Paul Berkowitz
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Rexall Sundown, Inc. on Form S-3 of our report dated October 19, 1995, on our
audits of the consolidated financial statements as of August 31, 1995 and 1994,
and for the years ended August 31, 1995, 1994 and 1993, which report is
included in the Annual Report on Form 10-K. We also consent to the reference to
our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Ft. Lauderdale, Florida
June 18, 1996
