UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IVC INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
45070M101
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(CUSIP Number)
E. Joseph Edell, 500 Halls Mill Road, Freehold, NJ 07728 (732) 308-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 20, 1996
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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).
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SCHEDULE 13D
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CUSIP NO. 45070M101 Page 1 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Joseph Edell ###-##-####
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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*
Not Applicable
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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 OR ORGANIZATION
USA
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7 SOLE VOTING POWER
4,756,020
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 601,410
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,756,020
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10 SHARED DISPOSITIVE POWER
601,410
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,357,430
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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)
31.1%
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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.
<PAGE>
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CUSIP NO. 45070M101 Page 2 of 4 Pages
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This Amendment No. 1 amends the Schedule 13D dated May 9, 1995 filed by E.
Joseph Edell.
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share (the
"Common Stock"), of IVC Industries, Inc. (the "Company"), a Delaware
corporation. The Company's principal executive offices are located at 500 Halls
Mill Road, Freehold, NJ 07728.
Item 2. Identity and Background.
(a)-(c) E. Joseph Edell is Chairman of the Board and Chief Executive
Officer of the Company. His business address is 500 Halls Mill Road, Freehold,
NJ 07728.
(d)-(e) Mr. Edell has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Edell acquired 5,048,020 shares of Common Stock pursuant to the merger
of American Vitamin Products, Inc. with and into the Company in exchange for
shares of Common Stock and cash (the "Merger"). Beverlee Edell, the wife of Mr.
Edell, acquired 530,610 shares of Common Stock pursuant to the Merger. Mr. and
Mrs. Edell had been shareholders of American Vitamin Products, Inc. Mrs. Edell
also acquired 70,800 shares of Common Stock pursuant to the acquisition by the
Company of all of the outstanding partnership interests of Hidel Partners (the
"Acquisition") in which she held a partnership interest. The closing of the
Merger and the Acquisition occurred on May 3, 1995. The Merger and the
Acquisition are each described in detail in the Company's Notice of 1995 Annual
Meeting of Shareholders and Proxy Statement (the "1995 Proxy Statement")
attached as an exhibit to the Schedule 13D dated May 3, 1995 filed by Mr. Edell.
Item 4. Purpose of Transaction.
Mr. and Mrs. Edell acquired their shares of Common Stock as consideration
for all of their outstanding shares of American Vitamin Products, Inc. and, in
the case of Mrs. Edell, her partnership interest in Hidel Partners, which they
exchanged at the closing of the Merger and the Acquisition on May 3, 1995.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock beneficially owned by
Mr. Edell is 5,357,430, which represents 31.1% of the total shares of Common
Stock outstanding based on 17,211,540 shares of Common Stock issued and
outstanding as of June 10, 1998 as reported by
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CUSIP NO. 45070M101 Page 3 of 4 Pages
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the Company. This amount includes 1,000 share of Common Stock issuable upon
exercise of warrants and 601,410 shares of Common Stock owned by Mrs. Edell. Mr.
Edell disclaims beneficial ownership of the shares owned by his wife.
(b) Mr. Edell has the sole power to vote or dispose of the ownership of
4,756,020 shares of Common Stock and may be deemed to have the shared power to
vote or dispose of the ownership of 601,410 shares of Common Stock.
(c) On October 22, 1996, Mr. Edell transferred by gift 150,000 shares of
Common Stock. On November 20, 1996, Mr. Edell transferred by gift 50,000 shares
of Common Stock. On August 29, 1996, Mr. Edell sold 43,000 shares of Common
Stock at a price of $27/16 per share. On July 22, 1997, Mr. Edell sold 50,000
shares of Common Stock at a price of $113/16 per share. Both of the above sales
were effected in broker's transactions.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of The Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
The 1995 Proxy Statement was included as Exhibit A to the Schedule 13D
dated May 3, 1995 filed by Mr. Edell. The Merger Agreement and the Acquisition
Agreement are included as appendices to the 1995 Proxy Statement.
<PAGE>
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CUSIP NO. 45070M101 Page 4 of 4 Pages
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SIGNATURE
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.
Dated: November 2, 1998
/s/ E. Joseph Edell
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E. Joseph Edell
