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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HEALTHRITE INC. (formerly Vitamin Specialties Corp.)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
42221F101
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(CUSIP Number)
Leo Silverstein, Esq., Brock Fensterstock Silverstein & McAuliffe LLC
One Citicorp Center, 153 East 53rd Street, 56th Floor, New York, N.Y. 10022
(212) 371-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 7, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [ ](A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
HEALTHRITE INC.
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SCHEDULE 13D
CUSIP NO. 42221F101 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren H. Haber
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Other (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 639,000 shares
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 5,000 shares
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
639,000 shares
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10 SHARED DISPOSITIVE POWER
5,000 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,000 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
HEALTHRITE INC.
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SCHEDULE 13D
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. SECURITY AND ISSUER.
ITEM 1 IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
Common Stock, par value $.001 per share.
HealthRite Inc. (formerly Vitamin Specialties Corp.) (the "Company")
c/o Founders Management Services, Inc.
711 Fifth Avenue
New York, New York 10022
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
1. (a) Name: Warren H. Haber
(b) Residence: 784 Park Avenue
New York, New York 10021
(c) Principal Occupation Chairman of the Board, Chief Executive
and Business Address: Officer and Director of the Company
(d) Criminal Conviction: None
(e) Civil Proceeding: None
(f) Citizenship: United States
During the last five years, Haber: (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); and
(ii) was not a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which proceeding he was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or state
securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 IS HEREBY AMENDED TO ADD THE FOLLOWING:
(i) (a) In September 1996, Mr. Haber received five-year
warrants to purchase 15,000 shares of
HEALTHRITE INC.
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SCHEDULE 13D
Common Stock at an exercise price of $2.00 per share in consideration of
services rendered by Founders in connection with the negotiation and
origination of a private placement of 432,500 shares of Preferred Stock of the
Company at a price of $2.00 per share; (b) Mr. Haber purchased an aggregate of
12,500 shares of Preferred Stock in the private placement. Mr. Haber's wife
purchased 5,000 shares of Preferred Stock in the private placement, as well, as
to which shares Mr. Haber is deemed to beneficially own. The shares of
Preferred Stock are convertible into shares of common stock at the rate of one
share for one share, subject to certain adjustments.
(ii) In June 1997, Mr. Haber received five-year warrants to purchase
24,000 shares of Common Stock of the Company at an exercise price of $2.00 per
share in consideration of the services rendered by Founders in originating and
negotiating the sale of assets constituting the Company's retail stores to IVC
Industries, Inc.
(iii) Mr. Haber acquired, as nominee, pursuant to an agreement with
certain stockholders of the Company, dated January 7, 1998, an aggregate of
150,000 shares of the Common Stock of the Company at a price of $2.10 per
share, for an aggregate price of $350,000. Mr. Haber will retain all or a
portion of the shares, with the balance to be resold to Mr. John L. Teeger,
Vice Chairman and Chief Financial Officer of the Company and an officer of
Founders Management Services, Inc. ("Founders"), the management consultant to
the Company, of which Mr. Haber is an officer and director.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS HEREBY AMENDED TO ADD AS FOLLOWS:
Mr. Haber received the five-year warrants to purchase 15,000
shares of Common Stock at an exercise price of $2.00 per share in September
1996 in consideration of services rendered by Founders in connection with the
negotiation and origination of the above-mentioned September 1996 private
placement of 432,500 shares of Preferred Stock of the Company.
The five-year warrants to purchase 24,000 shares of Common
Stock of the Company at an exercise price of $2.00 per share were received by
Mr. Haber in June 1997 in consideration of the services rendered by Founders in
originating and negotiating the sale of assets constituting the Company's
retail stores to IVC Industries, Inc.
HEALTHRITE INC.
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SCHEDULE 13D
The purchases of an aggregate of 150,000 shares of Common
Stock on January 7, 1998 by Mr. Haber, and the purchases of the 12,500 shares
of the Common Stock by Mr. Haber in September 1996, were effected because the
purchasers believed that the equity acquired represented an attractive
investment opportunity and would enhance Mr. Haber's controlling position in
the Company.
Except for the foregoing, Mr. Haber does not have a plan or
proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number of or
term of Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the company by any person;
(h) Causing the Common Stock to cease to be authorized to be quoted in
the inter-dealer quotation system of the National Association of
Securities Dealers, Inc.;
(i) Although the Common Stock may be eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Act of
1933, to have such registration terminated; or
(j) Any action similar to any of those enumerated above.
HEALTHRITE INC.
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SCHEDULE 13D
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
ITEM 5 IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
1. (a) Warren H. Haber beneficially owns 644,000 shares of
common stock (approximately 14.9% of the shares outstanding).
(b) Warren H. Haber has sole power to vote and sole authority
to dispose or direct the disposition of 639,000 shares of Common Stock. Mr.
Haber does shares voting or dispositive power with respect to the 5,000 shares
benwficially owned by his wife.
(c) Other than as described above, Mr. Haber has not effected
any transaction in the shares of Common Stock during the past sixty (60) days.
(d) Mr. Haber owns and presently has the right to receive
dividends from the shares of Common Stock owned by him.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits.
(1) Agreement among Warren Haber, Asset Value Fund
Limited Partnership, and John D. Brummit.
HEALTHRITE INC.
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SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: January 12, 1998
/s/ Warren H. Haber
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Warren H. Haber
HEALTHRITE INC.
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AGREEMENT
Warren H. Haber as nominee ("Haber") for himself and other
purchasers (the "Purchasers") is hereby purchasing from Asset Value Fund
Limited Partnership, a New Jersey limited partnership (the "Partnership") and
John D. Brummit Keogh ("Brummit") and the Partnership and Brummit are hereby
selling, respectively, to the Purchasers an aggregate of 140,000 shares and
10,000 shares of the Common Stock of HealthRite Inc., a Delaware corporation
(the "Company") at a price of $2.10 per share, or an aggregate price of
$294,000 and $21,000, respectively, accompanied in each instance with
Irrevocable Proxies entitling Haber or John L. Teeger or their substitutes (the
"Proxies") to vote the shares of Common Stock acquired hereby on all matters
presented to the stockholders of the Company, including (except for 1,000
shares sold hereby by the Partnership) those presented to the Stockholders at
the Annual Meeting of Stockholders scheduled to be held on December 17, 1997
and all postponements and adjournments thereof (the "Annual Meeting").
1. Haber is hereby delivering to the Partnership and Brummit
funds in the respective amounts of $294,000 and $21,000 and the Partnership on
behalf of itself and Brummit are hereby delivering to Haber:
(i) A stock certificate of 50,000 shares of Common Stock of
the Company registered in the name of the Partnership accompanied by duly
executed stock powers and the Irrevocable Proxy in the form of Exhibit A hereto
as executed by the General Partner of the Partnership on behalf of the
Partnership cancelling any authorization given prior hereto with respect to all
matters at the Annual Meeting and authorizing the shares to be voted at the
Annual Meeting in accordance with the determination of the Proxies;
(ii) Instructions executed by the General Partner of the
Partnership on behalf of the Partnership to Bear Stearns as registered nominee
owner under Cede & Co. of 90,000 shares of Common Stock of the Company held for
the account of the Partnership to transfer ownership of said shares to the
account or accounts designated by Haber and the proxy from the Partnership in
the form of Exhibit B hereto cancelling any authorization given prior hereto to
vote with respect to all matters at the Annual Meeting and authorizing the
shares to be voted at the Annual Meeting in accordance with the determination
of the Proxies including, with respect to 89,000 shares, in favor of the
management slate of directors and in favor of the amendment to the Stock Option
Plan at the Annual Meeting which authorization shall not be revoked;
(iii) Instructions executed by Brummit to Bear Stearns as
registered nominee owner under Cede & Co. of 10,000 shares of Common Stock of
the Company held for the account of Brummit authorizing the transfer of
ownership of said shares to the account or accounts designated by Haber and the
proxy from Brummit in the form of Exhibit C hereto cancelling any authorization
given prior hereto to vote with respect to all matters at the Annual Meeting
and authorizing the shares to be voted at the Annual Meeting in favor of the
management slate of Directors and in favor of the amendment to the Stock Option
Plan which authorization shall not be revoked;
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2. As a condition to the purchase by the Purchasers, the
Partnership and Brummit hereby warrant to the Purchasers that this agreement
has been duly authorized, executed and delivered and constitutes the valid and
binding obligation of the Partnership and of Brummit; that with respect to
139,000 shares sold hereby by the Partnership and the 10,000 shares sold hereby
by Brummit to the Purchasers that the Partnership and Brummit have been the
beneficial owner of said shares since prior to November 12, 1997 with full
power and authority to vote or to cause to be voted such shares at the Annual
Meeting with respect to matters presented thereat, and that the 89,000 of the
shares beneficially owned by the Partnership and the 10,000 shares beneficially
owned by Brummit have been held in accounts with Bear Stearns which were
included in the DTC position listing dated with respect to the November 12,
1997 record date for the Annual Meeting.
ASSET VALUE FUND LIMITED PARTNERSHIP
By: Asset Value Management, Inc., General Partner
By:
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John W. Galuchie, Jr., Treasurer and Secretary
JOHN D. BRUMMIT KEOGH
By:
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John D. Brummit
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Warren H. Haber, as Nominee
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