<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-6571
PROSPECTUS
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 July 2,
1996, the last reported sale price of the Common Stock was $27.75.
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 4.
---------------------
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 JULY 5, 1996
<PAGE> 2
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.
2
<PAGE> 3
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
3
<PAGE> 4
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.
4
<PAGE> 5
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 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.
5
<PAGE> 6
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 an Election Form
to the Company, a copy of which is attached hereto as Exhibit A. Additional
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.
6
<PAGE> 7
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
7
<PAGE> 8
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
8
<PAGE> 9
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.
9
<PAGE> 10
Exhibit A
REXALL SUNDOWN, INC.
1996 REXALL SHOWCASE INTERNATIONAL DISTRIBUTOR STOCK PURCHASE PLAN
ELECTION FORM AND BENEFICIARY DESIGNATION
SELECT ONE: [ ] New Election [ ] Change [ ] Termination
NAME:
--------------------------------------------------
ADDRESS:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
SOCIAL SECURITY NUMBER or
FEDERAL TAX I.D. NO. (FIN):
--------------------------------------------------
TELEPHONE NUMBER:
--------------------------------------------------
I have received a copy of the Prospectus with respect to the REXALL
SUNDOWN, INC. 1996 REXALL SHOWCASE INTERNATIONAL DISTRIBUTOR STOCK
PURCHASE PLAN.
Check the appropriate box and return the original to Rexall Showcase
International, Commissions Department, 853 Broken Sound Parkway, NW, Boca
Raton, FL 33487-3694.
[ ] I authorize REXALL SHOWCASE INTERNATIONAL to deduct __________ ($ or %)
from my commission check each month in order to purchase shares of Common
Stock of REXALL SUNDOWN, INC., pursuant to the terms and conditions of
the REXALL SUNDOWN, INC. 1996 REXALL SHOWCASE INTERNATIONAL DISTRIBUTOR
STOCK PURCHASE PLAN. (Deductions may not be less than $50.00, may not
exceed 10% of your monthly commission check and, in any event, may not
exceed $1,000.00.)
[ ] I elect to terminate my participation in the REXALL SUNDOWN, INC. 1996
REXALL SHOWCASE INTERNATIONAL DISTRIBUTOR STOCK PURCHASE PLAN. I
understand my termination will be effective as provided for in Section 6
of the Plan.
BENEFICIARY DESIGNATION:
I hereby designate the following person(s) as my beneficiary under the Plan.
- -------------------------------------- ---------------------
Beneficiary Name - Print Relationship
I reserve the right to revoke or change my beneficiary
- -------------------------------------- ---------------------
Distributor Name - Print Distributor ID Number
- -------------------------------------- ---------------------
Signature Date
<PAGE> 11
<TABLE>
<S> <C>
================================================== ==================================================
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.
--------------------------
------------------------------
PROSPECTUS
TABLE OF CONTENTS --------------------------
Page
----
AVAILABLE INFORMATION . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE. . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . 5 July 5, 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
=================================================== ==================================================
</TABLE>
