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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. )*
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Nutrition For Life International, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
670615202
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(CUSIP Number)
Douglas B. Koff, Esq., Waldbaum, Corn, Koff, Berger & Cohen, P.C.
303 E. 17th Avenue, Suite 940, Denver, Colorado 80203 (303) 861-1166
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 17, 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-l(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 13a-l(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)
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 670615 20 2 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOTEX FOUNDATION
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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*
WC
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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
Canada
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 650,000
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | |
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| | 650,000
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000
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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)
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14 TYPE OF REPORTING PERSON*
CO
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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.
<PAGE>
CUSIP No. 670615 20 2 PAGE 3 OF 9 PAGES
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INFORMATION SHEET FOR SCHEDULE 13D
ITEM NO. 1
- ---------- Security and Issuer. The security is common stock
of Nutrition For Life International, Inc. The
address of its principal executive offices is 9101
Jameel, Suite 100, Houston, Texas 77040.
ITEM NO. 2
- ---------- Identity and Background. The person filing this
statement is Apotex Foundation, incorporated under
the Society Act of the Province of British
Columbia, Canada. Its principal business is to
carry out charitable activities without purpose of
gain for its members. Its principal business
address and principal office is 2100 One Bentall
Centre, 505 Burrard Street, Vancouver, British
Columbia, Canada V7X 1R4. It has not been
convicted during the last five years in a criminal
proceeding described in Item 2(d) and during the
last five years it was not a party to a civil
proceeding of the type described in Item 2(e).
See attached pages for information called for by
this Item with respect to the executive officers
and directors of Apotex Foundation.
ITEM NO. 3
- ---------- Source and Amount of Funds or Other Consideration.
The amount of funds used to make the purchase of
the shares was $6,747,000. All of the funds came
directly from the working capital assets of Apotex
Foundation.
ITEM NO. 4
- ---------- Purpose of Transaction. The securities of the
issuer were acquired solely for the purpose of
investment. There are no plans or proposals which
relate to any of the matters specified in the
subparagraphs of Item No. 4.
ITEM NO. 5
- ---------- Interest in Securities of the Issuer. (a) The
aggregate number of shares acquired was 650,000
shares, which is believed to comprise 11.6% of the
outstanding class of such securities. All of the
shares are owned in the name of Apotex Foundation.
None of the shares are held in the name of any of
the three other persons identified in the
attachments referenced in Item No. 2 above.
<PAGE>
CUSIP No. 670615 20 2 PAGE 4 OF 9 PAGES
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(b) Voting of the shares held by Apotex Foundation
is through its board of directors, which is
comprised of the three other persons identified in
the attachments referenced in Item No. 2 above.
Each of those other three persons, in its capacity
as a director, shares the power to direct the vote
of the issuer's securities with respect to all
650,000 shares.
(c) There were no transactions in the class of
securities reported on that were effected during
the past 60 days by Apotex Foundation or any of
the other three persons named in the attachments
referenced in Item No. 2.
(d) None.
(e) Not applicable.
ITEM NO. 6
- ---------- Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer. None
ITEM NO. 7 Material to be Filed as Exhibits. None.
- ----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement, is true, complete and
correct.
APOTEX FOUNDATION
By: /s/ Bernard C. Sherman
--------------------------------
Signature
President
-------------------------------------
Title
April 28, 1997
-------------------------------------
Date
<PAGE>
CUSIP No. 670615 20 2 PAGE 5 OF 9 PAGES
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ATTACHMENT NO. 1 TO SCHEDULE 13D
ITEM NO. 2
- ---------- Identity and Background. (a) This attachment
refers to Bernard C. Sherman, an executive officer
and director of Apotex Foundation and a person who
may be considered to control Apotex Foundation.
(b) His business address is 150 Signet Drive,
Weston, Ontario, Canada M9L 1T9. (c) His present
principal occupation or employment is as CEO of
Apotex, Inc., which manufactures generic
pharmaceutical products. Its address is 150 Signet
Drive, Weston, Ontario, Canada M9L 1T9. (d) He has
not been convicted during the last five years in a
criminal proceeding described in Item 2(d). (e)
During the last five years, Mr. Sherman was a
party to an administrative proceeding before the
United States Securities and Exchange Commission,
and as a result of such proceeding, Mr. Sherman
was and is the subject of a cease and desist order
of the Commission ordering Mr. Sherman to cease
and desist from committing or causing violations
or future violations of Sections 10(b), 13(g) and
16(a), and rules promulgated thereunder, of the
Securities Exchange Act of 1934 (Release No.
34378). (f) Mr. Sherman is a Canadian citizen.
ITEM NO. 3
- ---------- Source and Amount of Funds or Other Consideration.
See Item No. 3 of this Report with respect to
Apotex Foundation.
ITEM NO. 4
- ---------- Purpose of Transaction. Apotex Foundation acquired
the shares for the purposes of investment. There
are no plans or proposals which relate to any of
the matters specified in the subparagraphs of Item
No. 4.
ITEM NO. 5
- ---------- Interest in Securities of the Issuer. (a) With
respect to 650,000 shares of Nutrition For Life
International, Inc. held in the name of Apotex
Foundation, and which comprise approximately 11.6%
of the outstanding class of such securities, Mr.
Sherman disclaims beneficial ownership of such
shares. This filing is not to be construed as an
admission that Mr. Sherman is, for the purposes of
Section 13(d) or Section 13(g), the beneficial
owner of the shares owned by Apotex Foundation. In
addition to the foregoing shares, Mr. Sherman, in
his capacity as president and director of Shermfin
<PAGE>
CUSIP No. 670615 20 2 PAGE 6 OF 9 PAGES
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Corp., the owner of 565,390 shares of Nutrition
For Life International, Inc., may be deemed the
beneficial owner of such shares, which constitute
an additional 10.2% of the outstanding class of
such securities. Collectively, all of the shares
described above in this paragraph consist of
1,215,390 shares of Nutrition For Life
International, Inc., or 21.8% of the outstanding
class of such securities. (b) Mr. Sherman,
together with the other directors of Apotex
Foundation, share the power to direct the vote by
Apotex Foundation of the shares of Nutrition For
Life International, Inc. owned by Apotex
Foundation. In addition, Mr. Sherman shares the
power to direct the vote by Shermfin Corp. of the
shares of Nutrition For Life International, Inc.
owned by Shermfin Corp. (c) There were no
transactions by Mr. Sherman in the class of
securities reported on that were effected during
the past sixty days by him. (d) None. (e) Not
applicable.
ITEM NO. 6
- ---------- Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer. None.
<PAGE>
CUSIP No. 670615 20 2 PAGE 7 OF 9 PAGES
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ATTACHMENT NO. 2 TO SCHEDULE 13D
ITEM NO. 2
- ---------- Identity and Background. (a) This attachment
refers to Jack Kay, an executive officer and
director of Apotex Foundation. (b) His business
address is 150 Signet Drive, Weston, Ontario,
Canada M9L 1T9. (c) His present principal
occupation or employment is as COO and President
of Apotex, Inc., which manufactures generic
pharmaceutical products. Its address is 150 Signet
Drive, Weston, Ontario, Canada M9L 1T9. (d) He has
not been convicted during the last five years in a
criminal proceeding described in Item 2(d). (e)
During the last five years, Mr. Kay was not a
party to a civil proceeding of the type described
in Item 2(e). (f) Mr. Kay is a Canadian citizen.
ITEM NO. 3
- ---------- Source and Amount of Funds or Other Consideration.
See Item No. 3 of this Report with respect to
Apotex Foundation.
ITEM NO. 4
- ---------- Purpose of Transaction. Apotex Foundation acquired
the shares for the purposes of investment. There
are no plans or proposals which relate to any of
the matters specified in the subparagraphs of Item
No. 4.
ITEM NO. 5
- ---------- Interest in Securities of the Issuer. (a) The
number of shares owned and the percentage of the
class represented by those shares is set forth
above in Item No. 5 for Apotex Foundation. Mr. Kay
disclaims beneficial ownership of the shares that
are the subject of this filing, and this filing is
not to be construed as an admission that Mr. Kay
is, for the purposes of Section 13(d) or Section
13(g), the beneficial owner of the shares owned by
Apotex Foundation.(b) Mr. Kay, together with the
other directors of Apotex Foundation, share the
power to direct the vote by Apotex Foundation of
the shares of Nutrition For Life International,
Inc. owned by Apotex Foundation. (c) There were no
transactions by Mr. Kay in the class of securities
reported on that were effected during the past
sixty days by him. (d) None. (e) Not applicable.
ITEM NO. 6
- ---------- Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer. None.
<PAGE>
CUSIP No. 670615 20 2 PAGE 8 OF 9 PAGES
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ATTACHMENT NO. 3 TO SCHEDULE 13D
ITEM NO. 2
- ---------- Identity and Background. (a) This attachment
refers to Tony Miezlaiskis, an executive officer
and director of Apotex Foundation. (b) His
business address is 34-36 East 69th Avenue,
Vancouver, British Columbia, Canada V5X 4K6. (c)
His present principal occupation or employment is
a manager of Apotex, Inc./Vancouver, which is a
distributor of generic pharmaceutical products.
Its address is 34-36 East 69th Avenue, Vancouver,
British Columbia, Canada V5X 4K6. (d) He has not
been convicted during the last five years in a
criminal proceeding described in Item 2(d). (e)
During the last five years, Mr. Miezlaiskis was
not a party to a civil proceeding of the type
described in Item 2(e). (f) Mr. Miezlaiskis is a
Canadian citizen.
ITEM NO. 3
- ---------- Source and Amount of Funds or Other Consideration.
See Item No. 3 of this Report with respect to
Apotex Foundation.
ITEM NO. 4
- ---------- Purpose of Transaction. Apotex Foundation acquired
the shares for the purposes of investment. There
are no plans or proposals which relate to any of
the matters specified in the subparagraphs of Item
No. 4.
ITEM NO. 5
- ---------- Interest in Securities of the Issuer. (a) The
number of shares owned and the percentage of the
class represented by those shares is set forth
above in Item No. 5 for Apotex Foundation. Mr.
Miezlaiskis disclaims beneficial ownership of the
shares that are the subject of this filing, and
this filing is not to be construed as an admission
that Mr. Miezlaiskis is, for the purposes of
Section 13(d) or Section 13(g), the beneficial
owner of the shares owned by Apotex Foundation.(b)
Mr. Miezlaiskis, together with the other directors
of Apotex Foundation, share the power to direct
the vote by Apotex Foundation of the shares of
Nutrition For Life International, Inc. owned by
Apotex Foundation. (c) There were no transactions
by Mr. Miezlaiskis in the class of securities
<PAGE>
CUSIP No. 670615 20 2 PAGE 9 OF 9 PAGES
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reported on that were effected during the past
sixty days by him. (d) None. (e) Not applicable.
ITEM NO. 6
- ---------- Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer. None.
