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As filed with the Securities and Exchange Commission on September 15, 1997
Registration No. 333-6571
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
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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FLORIDA 59-1688986
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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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
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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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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PROSPECTUS
500,000 SHARES
REXALL SUNDOWN, INC.
1996 REXALL SHOWCASE INTERNATIONAL DISTRIBUTOR
STOCK PURCHASE PLAN
COMMON STOCK
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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 eligible Level I
Directors (as defined herein) and above, 95% of the Common Stock Price (as
defined herein) with respect to purchases up to $1,000 per month and, in the
case of all other purchases made pursuant to the Plan, the Common Stock Price.
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 September 12,
1997, the last reported sale price of the Common Stock was $34.75.
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 3.
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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 SEPTEMBER 15, 1997
REXALL LOGO
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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, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended November 30, 1996, February 28, 1997 and May 31, 1997; 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.
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.
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THE COMPANY
Rexall Sundown, Inc. (the "Company") develops, manufactures, markets and
sells vitamins, nutritional supplements and consumer health products through
three channels of distribution: sales to retailers, direct sales through
independent distributors and mail order. The Company offers a broad product line
of approximately 1,500 products consisting of approximately 1,900 stock keeping
units ("SKUs"), including vitamins in both multivitamin and single-entity
formulas, minerals, herbals, homeopathic remedies, weight management products,
skin care products and over-the-counter ("OTC") pharmaceuticals.
The Company was incorporated in the State of Florida in 1976. The Company's
principal executive offices are located at 851 Broken Sound Parkway, NW, Boca
Raton, 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 investors should carefully consider the specific factors set
forth below, as well as the other information contained in this Prospectus.
This Prospectus contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), which represent the Company's expectations or beliefs,
including, but not limited to, statements concerning industry performance, the
Company's operations, economic performance, financial condition, growth and
acquisition strategies and margins and growth in sales of the Company's
products. For this purpose, any statements contained in this Prospectus that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," "estimate" or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond the Company's
control, and actual results may differ materially depending on a variety of
important factors, including those described below under this "Risk Factors"
section and elsewhere in this Prospectus.
UNCERTAINTY RELATED TO ACQUISITIONS
The Company intends to pursue the acquisition of complementary products,
product lines or businesses. Acquisitions involve a number of risks that could
adversely affect the Company's operating results, including the diversion of
management's attention, the assimilation of operations and personnel of the
acquired companies, the amortization of acquired intangible assets and the
potential loss of key employees of the acquired companies. There can be no
assurance that the Company will consummate future acquisitions on satisfactory
terms, if at all, that adequate financing will be available on terms acceptable
to the Company, if at all, that any acquired products, product lines or
businesses will be successfully integrated or that such products, product lines
or businesses will ultimately have a positive impact on the Company, its
financial condition or results of operations.
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. In particular, the FDA regulates the safety,
labeling and distribution of dietary supplements, including vitamins, minerals
and herbs, food additives, food supplements, OTC and prescription drugs and
cosmetics. The regulations that are promulgated by the FDA relating to the
manufacturing process are known as Current Good Manufacturing Practices
("CGMPs"), and are different for drug and food products. In addition, the
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FTC has overlapping jurisdiction with the FDA to regulate the labeling,
promotion and advertising of vitamins, OTC drugs, cosmetics and foods.
The Dietary Supplement Health and Education Act of 1994 ("DSHEA") was
enacted on October 25, 1994. DSHEA amends the Federal Food, Drug and Cosmetic
Act by defining dietary supplements which include vitamins, minerals,
nutritional supplements and herbs, as a new category of food separate from
conventional food. DSHEA provides a regulatory framework to ensure safe, quality
dietary supplements and the dissemination of accurate information about such
products. Under DSHEA, the FDA is generally prohibited from regulating the
active ingredients in dietary supplements as drugs unless product claims, such
as claims that a product may heal, mitigate, cure or prevent an illness, disease
or malady, trigger drug status.
DSHEA provides for specific nutritional labeling requirements for dietary
supplements effective January 1, 1997, although final regulations have not been
published and implementation will be delayed. DSHEA permits substantiated,
truthful and non-misleading statements of nutritional support to be made in
labeling, such as statements describing general well-being resulting from
consumption of a dietary ingredient or the role of a nutrient or dietary
ingredient in affecting or maintaining a structure or function of the body. The
Company anticipates that the FDA will finalize CGMPs which are specific to
dietary supplements and require at least some of the quality control provisions
contained in the CGMPs for drugs. The Company currently manufactures its
vitamins and nutritional supplement products in compliance with the applicable
food CGMPs.
The FDA has proposed but not finalized regulations to implement DSHEA,
including those relating to nutritional labeling requirements. The Company
cannot determine what effect such regulations, when promulgated, will have on
its business in the future. Such regulations are likely to require expanded or
different labeling for the Company's vitamin and nutritional products and could,
among other things, require the recall, reformulation or discontinuance of
certain products, additional recordkeeping, warnings, notification procedures
and expanded documentation of the properties of certain products and scientific
substantiation regarding ingredients, product claims, safety or efficacy.
Failure to comply with applicable FDA requirements can result in sanctions being
imposed on the Company or the manufacturers of its products, including,
depending on the product category, warning letters, fines, product recalls and
seizures.
Governmental regulations in foreign countries where the Company plans to
commence or expand sales may prevent or delay entry into a market or prevent or
delay the introduction, or require the reformulation, of certain of the
Company's products.
RSI is subject to regulation under various international, state and local
laws which include provisions regulating, among other things, the operation of
direct sales programs. In addition, many countries currently have laws that
would restrict or prohibit direct sales companies, such as RSI, from conducting
business therein.
In addition, the Company cannot predict whether new domestic or foreign
legislation regulating its activities will be enacted. Such new legislation
could have a material adverse effect on the Company.
MANAGING GROWTH
The Company is currently experiencing a period of rapid growth and
expansion which has placed, and could continue to place, a significant strain on
the Company's management, customer service and support operations, sales and
administrative personnel and other resources. In order to serve the needs of its
existing and future customers, the Company has substantially increased and will
continue to increase its workforce, which requires the Company to attract,
train, motivate and manage qualified employees. The Company's ability to manage
its planned growth requires the Company to continue to expand its operating,
management, information and financial systems, all of which may significantly
increase its operating expenses. If the Company fails to achieve its growth as
planned or is unsuccessful in managing its anticipated growth, there could be a
material adverse effect on the Company. In addition, the loss of a significant
customer or a number of customers, or a significant reduction in purchase volume
by or financial difficulty of such customers, for any reason, could have a
material adverse effect on the Company.
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EFFECT OF ADVERSE PUBLICITY
The Company's products consist of vitamins, minerals, herbs and other
ingredients that the Company regards as safe when taken as suggested by the
Company and that various scientific studies have suggested may involve health
benefits. While the Company conducts extensive quality control testing on its
products, the Company generally does not conduct or sponsor clinical studies
relating to the benefits of its products. The Company is highly dependent upon
consumers' perception of the overall integrity of its business, as well as the
safety and quality of its products and similar products distributed by other
companies which may not adhere to the same quality standards as the Company. The
Company could be adversely affected if any of the Company's products or any
similar products distributed by other companies should prove or be asserted to
be harmful to consumers or should scientific studies provide unfavorable
findings regarding the effectiveness of the Company's products. RSI's ability to
attract and retain independent distributors could be adversely affected by
negative publicity relating to it or to other direct sales organizations.
RELIANCE ON INDEPENDENT DISTRIBUTORS OF RSI
RSI's sales are directly dependent upon the efforts of its independent
distributors, and any growth in sales volume will require an increase in the
productivity or the number of such distributors. As is typical in the direct
sales industry, there is turnover in distributors from year to year, which
requires the sponsoring and training of new distributors by existing
distributors in order to maintain the size of the distributor network. The
Company experiences seasonal decreases in distributor sponsoring and product
sales due to summer and winter holiday periods. Other factors such as general
economic conditions and negative publicity relating to RSI or other direct sales
organizations could also adversely affect the ability of RSI to maintain or
expand its distributor network. The loss of a key distributor or group of
distributors could adversely affect sales of RSI products and impair RSI's
ability to attract new distributors.
CENTRALIZED LOCATION OF MANUFACTURING OPERATIONS; AVAILABILITY OF RAW MATERIALS
The Company currently manufactures and packages substantially all of its
products at its manufacturing facility in Boca Raton, Florida, and, until the
recent opening of its distribution facility in Sparks, Nevada, distributed all
of its products from its two distribution facilities in Boca Raton. Accordingly,
any event resulting in the slowdown or stoppage of the Company's manufacturing
operations or distribution facilities in Boca Raton could have a material
adverse effect on the Company. The Company maintains business interruption
insurance. There can be no assurance, however, that such insurance will continue
to be available at a reasonable cost or, if available, will be adequate to cover
any losses that may be incurred from an interruption in the Company's
manufacturing and distribution operations.
Most of the raw materials in the Company's products are obtained from
third-party suppliers. Although the Company believes that all of its sources for
raw materials are reliable, any interruption of such supply could have a
material adverse effect on the Company.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
An element of the Company's future growth strategy is to increase the
distribution and sale of the Company's products into international markets. The
Company's existing and planned international operations are subject to political
and economic uncertainties, including, among other things, inflation, risk of
renegotiation or modification of existing agreements or arrangements with
governmental authorities, transportation, tariffs, export controls, government
regulation, currency exchange rate fluctuations, foreign exchange restrictions
which limit the repatriation of investments and earnings therefrom, changes in
taxation, hostilities or confiscation of property. Changes related to these
matters could have a material adverse effect on the Company.
COMPETITION
The market for the sale of vitamins and nutritional supplements is highly
competitive. There are numerous companies in the vitamin and nutritional
supplement industry selling products to retailers, including
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mass merchandisers, drug store chains, independent drug stores, supermarkets and
health food stores. Most of these companies are privately held and the Company
is unable to precisely assess the size of its competitors or where it ranks in
comparison to such privately held competitors with respect to sales to
retailers. No company is believed to control more than 10% of this market.
The market for OTC pharmaceuticals and health and beauty care products is
also highly competitive. Competition is based principally upon price, quality of
products, customer service and marketing support. The Rexall brand competes with
nationally advertised brand name products and private label products.
Although RSI competes with other health and nutritional food companies, the
Company believes its primary competition stems from other direct sales
companies. The Company competes in the recruitment of independent sales people
with other direct sales organizations whose product lines may or may not compete
with the Company's products.
Certain of the Company's competitors are substantially larger than the
Company and have greater financial resources.
PRODUCT LIABILITY CLAIMS
As a marketer of vitamin and nutritional supplements and other products
that are ingested by consumers or applied to their bodies, the Company may be
subjected to various product liability claims, including, among others, that its
products contain contaminants or include inadequate instructions as to use or
inadequate warnings concerning side effects and interactions with other
substances. While such claims to date have not been material to the Company and
the Company maintains product liability insurance, there can be no assurance
that product liability claims and the resultant adverse publicity will not have
a material adverse effect on the Company.
CONCENTRATION OF OWNERSHIP; CERTAIN ANTI-TAKEOVER CONSIDERATIONS
The Company's directors and executive officers and certain of their
affiliates beneficially own approximately 54% of the outstanding Common Stock,
substantially all of which will be beneficially owned or controlled by Carl
DeSantis, Dean DeSantis and Damon DeSantis. Accordingly, these shareholders will
continue to have 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 will have the power to control the outcome of any
matters submitted to a vote of the Company's shareholders. The Company's Board
of Directors has the authority to approve the issuance of 5,000,000 shares of
preferred stock and to fix the rights, preferences, privileges and restrictions,
including voting rights, of those shares without any further vote or action by
the Company's shareholders. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of holders of any
preferred stock that may be issued in the future. Certain provisions of Florida
law, as well as the issuance of preferred stock, could delay or inhibit the
removal of incumbent directors and could delay, defer, make more difficult or
prevent a merger, tender offer or proxy contest, or any change in control
involving the Company, as well as the removal of management, even if such events
would be beneficial to the interests of the Company's shareholders, and may
limit the price certain investors may be willing to pay in the future for shares
of Common Stock.
VOLATILITY OF STOCK PRICE
The Company's stock price has experienced significant volatility over the
past several years. Moreover, the stock market has from time to time experienced
extreme price and volume fluctuations which may be unrelated to the operating
performance of particular companies. Market conditions in the vitamin and
nutritional supplement industry and factors such as announcements of new
products by the Company, its competitors or third parties, and changes in
earnings estimates by analysts may have a significant effect on the price of the
Common Stock.
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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 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, December 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
more than $500.00 but less than $5,000, 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 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. Each Participant
whose monthly Commission Check is $5,000 or more may elect to have an amount up
to 20% of the aggregate of such Participant's monthly Commission Check
contributed to the Participant's Account in lieu of otherwise receiving such
amounts 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. See "Purchase of
Shares" below for a description of the purchase price for the shares of Common
Stock purchased under the Plan.
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 twentieth day of each calendar month, or on the
next succeeding business day if the twentieth 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 and partial 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
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a Participant's Account after the purchase of such maximum number of full and
partial 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.
For Level I Directors and above whose monthly Commission Check is more than
$500, the price to be paid for shares of Common Stock purchased pursuant to the
Plan will be 95% of the Common Stock Price (as hereinafter defined) for the
purchase of shares up to a maximum of $1,000 per month. For all other permitted
purchases pursuant to the Plan by all levels of Participants, the price to be
paid for shares of Common Stock purchased pursuant to the Plan will be the
Common Stock Price (as hereinafter defined). For purposes of the Plan, "Common
Stock Price" shall mean (i) the closing sales price of the Common Stock as
reported by the Nasdaq National Market on the date of issuance for shares issued
pursuant to the Plan if such shares are issued by the Company and (ii) the
actual purchase price of the Common Stock for shares issued pursuant to the Plan
if such shares are purchased by the Company on the open market. For purposes of
the Plan, a "Level I Director" means an Eligible Director who 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 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.
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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 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
9
<PAGE> 11
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, 1996, have been audited by Coopers & Lybrand L.L.P., independent auditors,
as stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
10
<PAGE> 12
REXALL LOGO 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 or more than 20%.)
[ ] 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.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
Beneficiary Name -- Print Relationship
I reserve the right to revoke or change my
beneficiary
- -------------------------------------------- --------------------------------------------
Distributor Name -- Print Distributor ID Number
- -------------------------------------------- --------------------------------------------
Signature Date
</TABLE>
REXALL LOGO
<PAGE> 13
======================================================
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 INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES, OR AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, 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 THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Risk Factors.......................... 3
Description of the Rexall Sundown,
Inc. 1996 Rexall Showcase
International Distributor Stock
Purchase Plan....................... 7
Use of Proceeds....................... 9
Indemnification of Directors and
Officers............................ 10
Legal Matters......................... 10
Experts............................... 10
</TABLE>
======================================================
======================================================
500,000 SHARES
REXALL SUNDOWN, INC.
1996 REXALL SHOWCASE
INTERNATIONAL
DISTRIBUTOR STOCK
PURCHASE PLAN
COMMON STOCK
--------------------
PROSPECTUS
--------------------
September 15, 1997
======================================================
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
23.1 Consent of Coopers & Lybrand L.L.P.
</TABLE>
II-1
<PAGE> 15
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> 16
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 Post-Effective
Amendment No. 1 to the 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 15th day of September, 1997.
REXALL SUNDOWN, INC.
By: /s/ Christian Nast
-------------------------------------------
Christian Nast, President, Chief Executive
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 September 15, 1997
--------------------------------------
Carl DeSantis
/s/ Christian Nast Director, President and Chief September 15, 1997
-------------------------------------- Executive Officer
Christian Nast
/s/ Dean DeSantis Director and Senior Vice President September 15, 1997
-------------------------------------- and Chief Operating Officer
Dean DeSantis
/s/ Damon DeSantis Director and Executive Vice September 15, 1997
-------------------------------------- President
Damon DeSantis
/s/ Geary Cotton Vice President - Finance, Chief September 15, 1997
-------------------------------------- Financial Officer, Treasurer and
Geary Cotton Chief Accounting Officer
/s/ Nickolas Palin Director and President - September 15, 1997
-------------------------------------- Sales and Marketing
Nickolas Palin
/s/ Stanley Leedy Director September 15, 1997
--------------------------------------
Stanley Leedy
/s/ Raymond Monteleone Director September 15, 1997
--------------------------------------
Raymond Monteleone
/s/ Howard Yenke Director September 15, 1997
--------------------------------------
Howard Yenke
</TABLE>
II-3
<PAGE> 17
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
23.1 Consent of Coopers & Lybrand L.L.P.
<PAGE> 1
EXHIBIT 23.1
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 4, 1996, on our
audits of the consolidated financial statements as of August 31, 1996 and 1995,
and for the years ended August 31, 1996, 1995 and 1994, 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
September 15, 1997
