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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.
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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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 25, 1997
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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
John L. Teeger
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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 474,000 shares
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 5,000 shares
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
474,000 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
479,000 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)
11.0%
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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. - 2 -
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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. (the "Company")
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: John L. Teeger
(b) Residence: 96 Ivy Way
Port Washington, NY 11050
(c) Principal Occupation Vice Chairman, Chief Financial Officer
and Business Address: and director of the Company *
(d) Criminal Conviction: None
(e) Civil Proceeding: None
(f) Citizenship: United States
*As of the date of the last reportable event
During the last five years, Mr. Teeger: (i) has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (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. Teeger received five-year
warrants to purchase 15,000 shares of
HEALTHRITE INC. - 3 -
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SCHEDULE 13D
Common Stock at an exercise price of $2.00 per share in consideration of
services rendered by Founders Management Services, Inc., of which he is an
officer, director and principal stockholder ("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, each convertible
into shares of common stock, subject to certain adjustments; (b) Mr. Teeger and
his wife purchased an aggregate of 10,000 shares and 5,000 shares,
respectively, of Preferred Stock in the private placement, as to which shares
Mr. Teeger is deemed to beneficially own.
(ii) In June 1997, Mr. Teeger 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) The 15,625 shares owned by Mr. Teeger's daughter, Tamara, which
were previously reported as beneficially owned by Mr. Teeger are no longer
beneficially owned by him since his daughter is now an adult no longer living
in the same home as Mr. Teeger.
As a result, Mr. Teeger is deemed the beneficial holder of an
aggregate of 479,000 shares of the Common Stock of the Company.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS HEREBY AMENDED TO ADD AS FOLLOWS:
Mr. Teeger received 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. Teeger 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.
The purchase of the 15,000 shares of Preferred Stock by Mr.
Teeger and his wife in September 1996,
HEALTHRITE INC. - 4 -
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SCHEDULE 13D
was effected because they believed that the equity acquired represented an
attractive investment opportunity and would enhance Mr. Teeger's equity
position in the Company.
Except for the foregoing, and subject to his right to change,
Mr. Teeger 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.
The foregoing is subject to change and, accordingly, Mr. Teeger may in
the future acquire additional shares of Common Stock for such purposes.
HEALTHRITE INC. - 5 -
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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) John L. Teeger beneficially owns 479,000 shares of common
stock (approximately 11.0% of the shares outstanding).
(b) Mr. Teeger has sole power to vote and sole authority to
dispose or direct the disposition of 474,000 shares of Common Stock, including
10,000 shares issuable upon conversion of a like number of shares of Preferred
Stock. Mr. Teeger shares voting or dispositive power with respect to the 5,000
shares of Common Stock beneficially owned by his wife, which shares are
issuable upon conversion of a like number of shares of Preferred Stock.
(c) Mr. Teeger has not effected any transaction in the shares
of Common Stock during the past sixty (60) days.
(d) Mr. Teeger 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
None.
HEALTHRITE INC. - 6 -
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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: February 2, 1998,
as of July 25, 1997
/s/ John L. Teeger
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John L. Teeger
HEALTHRITE INC.
