<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1996
REGISTRATION NO. 333-13379
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REXALL SUNDOWN, INC.
(Exact name of Registrant as Specified in its Charter)
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<TABLE>
<S> <C>
FLORIDA 59-1688986
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
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)
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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)
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COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
PAUL BERKOWITZ, ESQ. JEFFREY M. STEIN, ESQ.
GREENBERG, TRAURIG, HOFFMAN, KING & SPALDING
LIPOFF, ROSEN & QUENTEL, P.A. 191 PEACHTREE STREET
1221 BRICKELL AVENUE ATLANTA, GEORGIA 30303-1763
MIAMI, FLORIDA 33131 (404) 572-4600
(305) 579-0500
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable 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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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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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 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
THIS AMENDMENT NO. 2 IS BEING FILED FOR
THE SOLE PURPOSE OF FILING EXHIBITS 5.1 AND 23.1
<PAGE> 3
PART II
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <C> <S>
1.1 -- Underwriting 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.**
24.1 -- Power of Attorney (Reference is made to page II-3 of this Registration
Statement).**
</TABLE>
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* Filed herewith.
** Previously filed.
II-1
<PAGE> 4
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 Amendment No. 2 to
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
1st day of November, 1996.
REXALL SUNDOWN, INC.
By: /s/ CARL DESANTIS
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Carl DeSantis,
Chairman of the Board and Chief
Executive Officer
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
- --------------------------------------------- ---------------------------- ------------------
<C> <S> <C>
/s/ CARL DESANTIS Chairman of the Board and November 1, 1996
- --------------------------------------------- Chief Executive Officer
Carl DeSantis
/s/ CHRISTIAN NAST* Director, President and November 1, 1996
- --------------------------------------------- Chief Operating Officer
Christian Nast
/s/ DEAN DESANTIS* Director and Senior Vice November 1, 1996
- --------------------------------------------- President -- Operations
Dean DeSantis
/s/ DAMON DESANTIS* Director and Executive Vice November 1, 1996
- --------------------------------------------- President
Damon DeSantis
/s/ GEARY COTTON* Vice President -- Finance, November 1, 1996
- --------------------------------------------- Chief Financial Officer,
Geary Cotton Treasurer and Chief
Accounting Officer
/s/ NICKOLAS PALIN* Director and Senior Vice November 1, 1996
- --------------------------------------------- President -- Sales and
Nickolas Palin Marketing
/s/ STANLEY LEEDY* Director November 1, 1996
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Stanley Leedy
/s/ RAYMOND MONTELEONE* Director November 1, 1996
- ---------------------------------------------
Raymond Monteleone
/s/ HOWARD YENKE* Director November 1, 1996
- ---------------------------------------------
Howard Yenke
*By: /s/ CARL DESANTIS
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Attorney-in-fact
</TABLE>
II-3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<C> <C> <S> <C>
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)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 1, 1996
Rexall Sundown, Inc.
851 Broken Sound Parkway, N.W.
Boca Raton, Florida 33487
Re: Registration Statement on Form S-3, Registration No. 333-13379
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 4,600,000 shares (the "Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock"), offered
by the Company and certain Selling Shareholders.
In connection with the Registration Statement, we have examined, considered
and relied upon the following documents (collectively, the "Documents"): the
Registration Statement; the Company's Articles of Incorporation and Bylaws, as
amended to date; records of corporate proceedings of the Company 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 (i) the Shares to be sold by the
Company have been duly authorized and when issued and delivered in accordance
with the terms of the Underwriting Agreement, a form of which has been filed
as Exhibit 1.1 to the Registration Statement, will be validly issued, fully
paid and non-assessable and (ii) the Shares to be sold by the Selling
Shareholders pursuant to the Registration Statement have been duly authorized
and issued and are 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> 2
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. In giving
such consent we do not admit that we are included within the category of persons
whose consent is required under Section 7 of the Act or the rules and regulation
promulgated thereunder.
Very truly yours,
GREENBERG, TRAURIG, HOFFMAN, LIPOFF,
ROSEN & QUENTEL, P.A.
By: /s/ PAUL BERKOWITZ
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Paul Berkowitz
