OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
------
Nutrition For Life International, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
670615202
-----------------------------------------------------
(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
-------------------------------------------------------------
(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 4 PAGES
------------- ----- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JACK KAY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | |
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 650,000; Beneficial Ownership Disclaimed
REPORTING |-----------------------------------------------------------------
WITH | 9 | SOLE DISPOSITIVE POWER
| |
|-----------------------------------------------------------------
| 10 | SHARED DIPOSITIVE POWER
| | 650,000; Beneficial Ownership Disclaimed
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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 4 PAGES
------------- ----- ----
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. (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.
The Shares to which this statement refers were
purchased entirely from working capital assets of
Apotex Foundation, in the amount of $6,747,000.
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
subparagraph 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.
Kay disclaims beneficial ownership of such shares.
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
<PAGE>
CUSIP No. 6706154 20 2 PAGE 4 OF 4 PAGES
------------ ----- -----
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.
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.
By: /s/ Jack Kay
-----------------------------
Signature
April 28, 1997
-----------------------------
Date
