<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/x/ Definitive Information Statement
FUTUREBIOTICS, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE MANAGEMENT OF THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
FUTUREBIOTICS, INC.
145 RICEFIELD LANE
HAUPPAUGE, NEW YORK 11788
INFORMATION STATEMENT
TO STOCKHOLDERS
OF
FUTUREBIOTICS, INC.
------------------------------
November 20, 1996
------------------------------
<PAGE>
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE MANAGEMENT OF THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
FUTUREBIOTICS, INC.
145 RICEFIELD LANE
HAUPPAUGE, NEW YORK 11788
INFORMATION STATEMENT
This Information Statement is furnished to holders of shares of common
stock, $.0001 par value (the 'Common Stock'), and shares of Preferred Stock, par
value $.0001 per share ('Preferred Stock'), of the Company to notify such
security holders that on or about October 7, 1996 the Company received written
consents in lieu of a meeting of stockholders from holders of 7,000,000 shares
of Common Stock and 8,335,000 shares of Preferred Stock representing
approximately 70.2% of the total issued and outstanding shares of voting stock
(i) electing five (5) directors to hold office until their successors shall have
been elected and qualified, (ii) ratifying the appointment by the Board of
Directors of Holtz Rubenstein & Co., LLP to serve as independent certified
public accountants for the current fiscal year and (iii) adopting an amendment
to the Company's certificate of incorporation (the 'Amendment'), which
authorized a one-for-ten reverse stock split of the Common Stock (the 'reverse
Stock Split') (collectively the 'Matters'). Certain of the principal
stockholders (described on Page 5 under the Section entitled 'Principal
Stockholders') of the Company delivered Written Consents in favor of the
Amendment. Certain of the principal stockholders are also officers and/or
directors of the Company.
On September 18, 1996, the Board of Directors approved the Matters and
recommended that the stockholders of the Company grant their approval thereto.
The Board of Directors and Management believe that the Reverse Stock Split is
desirable to effectively insure the marketability of the Company's Common Stock.
This Information Statement describing the Amendment is first being mailed
or furnished to stockholders on or about November 25, 1996, and such Amendment
shall not become effective until at least 20 days thereafter.
The stockholders who have consented to adoption of the Amendment have done
so for the purpose of effectively insuring the marketability of the Common
Stock.
ELECTION OF DIRECTORS
GENERAL
The Board of Directors consisted of five (5) persons as of the fiscal year
ended November 30, 1995 ('Fiscal 1995'). The directors are elected for a
one-year term or until their successors are elected and qualify with a plurality
of votes cast in favor of their election. Messrs. Michael B. Krasnoff, Stanley
Krasnoff, Alan Novich, Reginald Spinello and Hartley T. Bernstein who are all
members of the existing Board, are the nominees for election to the Board of
Directors.
BOARD OF DIRECTORS
The Board of Directors has the responsibility for managing the operations
of the Company but are not involved in day-to-day operating details. Members of
the Board are kept informed of the Company's business by various reports and
documents sent to them as well as by operating and financial presentations made
at Board meetings. The Board of Directors held twelve (12) meetings (or executed
consents in lieu thereof) in Fiscal 1995, and all of the directors attended all
of the meetings of the Board. The Board of Directors has no standing committees.
<PAGE>
The following table sets forth certain information regarding the director
nominees.
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Alan Novich................................ 50 Chairman of the Board
Reginald Spinello.......................... 42 President, Director
Michael Krasnoff........................... 41 Chief Financial Officer, Secretary,
Treasurer, Director
Stanley Krasnoff........................... 68 Director
Hartley T. Bernstein....................... 45 Director
</TABLE>
BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS
ALAN M. NOVICH is a practicing attorney. He has been a Director of the
Company since its inception. Mr. Novich was Vice President and the counsel for
Corporate Finance of Stratton Oakmont, Inc., a broker-dealer in securities from
January 1991 through July 1992. From June 1988 through December 1990, and since
July 1992, Mr. Novich was engaged in the private practice of law and dentistry.
From 1985 to June 1988, Mr. Novich attended law school and was engaged in the
private practice of dentistry. Mr. Novich also serves on the Board of Directors
of Health Care Imaging Services, Inc. and SMT Health Services, Inc., providers
of diagnostic imaging services.
REGINALD SPINELLO has been the President and a Director of Futurebiotics
since its formation. In addition, he is the Executive Vice President of PDK
Labs, a position he has held since September 1993. Mr. Spinello joined PDK Labs
in September 1991 as Vice President of Operations. Prior to joining PDK, Mr.
Spinello was President and Founder of Internal Reinforcements from 1985 to 1991,
a specialty distributor and marketer of natural vitamins and supplements. Prior
to Internal Reinforcements, Mr. Spinello was Founder and President of Superior
Supplements from 1982 to 1985, a manufacturing and private label distributor of
dietary supplements for the health food industry. Mr. Spinello graduated from
Bryant College with a B.S. Degree in Business Administration. Additionally, he
has studied in the field of nutrition and is a non-practicing nutrition
consultant.
MICHAEL KRASNOFF has been a director of the Company since its formation. He
has been the President, Chief Executive Officer and Chief Financial Officer of
PDK since July 31, 1991, Secretary since April 1, 1990, a director since August
1, 1989, and Chairman of the Board of Directors, since July 31, 1991. Prior to
joining PDK in 1988, Mr. Krasnoff was an independent financial and marketing
consultant to PDK. From September 1982 to September 1988, Mr. Krasnoff was
President and Chairman of the Board of M-D Natural Vitamins, Inc., a company
which was engaged in the mail order and retail distribution of natural vitamins
and food supplements. Mr. Krasnoff received a B.A. degree from State University
of New York at Buffalo and an M.B.A. degree in Accounting and Finance from New
York University Graduate School of Business Administration. He is the son of
Stanley Krasnoff, who is also a director of the Company and of PDK.
STANLEY KRASNOFF has been a director of the Company since formation. He has
also served as a director of PDK since January 1991. He was a founder and
Executive Vice President of Nature's Bounty, Inc. from 1961 through 1982. Since
1982, Mr. Krasnoff has been a private investor. Mr. Krasnoff is a graduate of
the New York University School of Business Administration. Mr. Krasnoff is the
father of Michael Krasnoff, who is a director of the Company and President,
Chief Executive Officer and Secretary of PDK.
HARTLEY T. BERNSTEIN has been a director of the Company since its formation
and is a member of the law firm of Bernstein & Wasserman specializing in
corporate and securities law. He was associated with the firm of Parker Chapin
Flattau & Klimpl from 1976-1977, served as an Assistant District Attorney for
New York County from 1977-1979 and was associated with the law firm of
Guggenheimer & Untermyer from 1979-1982. In 1982, Mr. Bernstein formed his own
law practice which subsequently merged with his present firm. Mr. Bernstein also
serves as a director of PDK and New Day Beverage, Inc. Mr. Bernstein is a member
of the adjunct faculty of Yale Law School where he teaches a course in corporate
negotiations and has served previously on the adjunct faculties of New York Law
School and Mercy College. He has also served as an instructor at the National
Institute of Trial Advocacy and a member of the Boards of Arbitration of the
National Association of Securities Dealers and the New York Stock Exchange. Mr.
Bernstein serves as a commentator on securities law matters on the nationally
syndicated Money Radio Network. Mr. Bernstein graduated from Columbia University
with a B.A. in 1973 and received his J.D. from New York University School of Law
in 1976.
2
<PAGE>
ITEM A. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ --------------- ---------------------
NAME AND PRINCIPAL OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
POSITION YEAR SALARY($) BONUS COMPENSATION($) STOCK AWARDS($) SARS(#) PAYOUTS($) COMPENSATION($)
- ------------------- ---- --------- ------ --------------- --------------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reginald Spinello,
CEO.............. 1995 $ 50,000 $-0- $-0- $-0- -0- $-0- $-0-
1994 50,000 -0- -0- -0- -0- -0- -0-
Alan Novich,
Chairman......... 1995 175,000 -0- -0- -0- -0- -0- -0-
1994 18,750 -0- 125,000(1) -0- 416,675 -0- -0-
</TABLE>
- ------------------------
(1) Represents issuance of options to acquire 416,675 shares of common stock at
$1.50 per share. Options were valued at $125,000.
OPTIONS/SAR GRANTS - INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE EXPIRATION
NAME GRANTED(#) FISCAL YEAR PRICE($/SH) DATE
- --------------------------------------------------- ------------ ------------ ----------- --------------
<S> <C> <C> <C> <C>
Alan Novich, Chairman.............................. 416,675 100% $1.50 April 21, 1999
</TABLE>
AGGREGATED OPTION/SAR EXERCISES AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END(#)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------- --------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C>
Alan Novich, Chairman....................... -0- $ -0- 416,675 -0-
</TABLE>
In March 1994, the Company entered into a five year employment agreement
with its chairman of the board providing for annual compensation of $175,000
plus benefits, commencing on the effective date of the initial public offering.
Additionally, this individual was granted options to purchase 416,675 shares of
the Company's common stock. The options have an exercise price of $1.50 and are
exercisable at any time through
April 21, 1999.
EMPLOYMENT AGREEMENTS
The Company has agreed to pay its President, Reginald Spinello, a salary of
$50,000 per year. Mr. Spinello will continue to earn a salary of $150,000 per
year from PDK in consideration for his services as Executive Vice President of
PDK.
As of March 21, 1994, the Company entered into an employment agreement with
its Chairman of the Board, Alan Novich, pursuant to which Mr. Novich receives an
annual salary of $175,000, a monthly automobile allowance, and was granted
options to purchase 416,675 shares of the Company's common stock at a price of
$1.50 per share.
LEGAL FEES
For the year ended November 30, 1995, legal fees of approximately $124,000
were incurred for services from the law firm of Bernstein & Wasserman, LLP.
Hartley T. Bernstein, a partner in the firm, is a director of the Company.
3
<PAGE>
RATIFICATION OF SELECTION OF HOLTZ RUBENSTEIN & CO., LLP
AS INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Holtz Rubenstein & Co.,
LLP, independent certified public accountants, to audit the accounts for the
Company for Fiscal 1996. The firm of Holtz Rubenstein & Co., LLP has previously
audited the Company's financial statements. The Company is advised that neither
that firm nor any of its partners has any material direct or indirect
relationship with the Company. The Board of Directors considers Holtz Rubenstein
& Co., LLP to be well qualified for the function of serving as the Company's
auditors. The New York Business Corporation Law does not require the approval of
the selection of auditors by the Company's stockholders, but in view of the
importance of the financial statement to stockholders, the Board of Directors
deems it desirable that they pass upon its selection of auditors. In the event
the stockholders disapprove of the selection, the Board of Directors will
consider the selection of other auditors. The Board of Directors recommends that
you vote in favor of the above proposal in view of the familiarity of Holtz
Rubenstein & Co., LLP with the Company's financial and other affairs due to its
previous service as auditors for the Company.
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT REVERSE STOCK SPLIT
The Board of Directors believes that it would be in the best interests of
both the Company and its stockholders to effect the reverse stock split of one
share of newly issued Common Stock ('New Common Stock') for each ten (10) shares
of the Company's presently issued and outstanding Common Stock (the 'Reverse
Stock Split'). Immediately following the Reverse Stock Split, the Board proposes
to provide for payment of cash in lieu of fractional shares of New Common Stock
otherwise issuable in connection therewith. This amendment has been adopted by
the Board of Directors and consented to by Stockholders representing
approximately 70.2% of the total shares of voting stock. Approval will require
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock. The Board of Directors reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, not to
proceed with the Reverse Stock Split, if, at any time prior to filing the
amendment with the Secretary of State of the State of Delaware, the Board of
Directors, in its sole discretion, determines that the Reverse Stock Split is no
longer in the best interests of the Company and its stockholders.
The Company is authorized to issue 40,000,000 shares of Common Stock,
$.0001 par value, of which 13,500,000 shares are issued and outstanding. As
proposed and if effected, the Reverse Stock Split would reduce the number of
issued and outstanding shares to approximately 1,350,000. The proposed Reverse
Stock Split would not affect any stockholder's proportionate equity interest in
the Company, except for those stockholders who would receive cash in lieu of
fractional shares. Neither the par value of the Common Stock nor any rights
presently accruing to holders of Common Stock would be affected by this
transaction.
Reasons for the Proposed Stock Split. The Board of Directors of the
Company is of the opinion that the Reverse Stock Split is necessary to
effectively insure the marketability of the Company's Common Stock. The
Company's Common Stock is traded in the over-the-counter market on the NASD
Stock Market ('NASDAQ'). Under the rules of the NASDAQ in order to qualify for
continued quotation of securities on NASDAQ, the Company, among other things,
must have $2,000,000 in total capital and surplus, and $1,000,000 in market
value of public float (the 'Capital/Market Value Requirement') or a minimum bid
price of $1.00 per share (the 'Minimum Bid Requirement'). On November 18, 1996
the Company's Common Stock had a closing price of $.156. If the Company is
unable to satisfy either the Minimum Bid Requirement or the Capital/Market
Requirement, trading, if any, in the Company's securities would be conducted in
the over-the-counter market in what are commonly referred to as the 'pink
sheets', or the NASD Electronic Bulletin Board. As a result, an investor may
find it more difficult to dispose of, or to obtain accurate quotation as to the
price of, the securities of the Company. In addition, if the securities are
removed from NASDAQ, they could be subject to rules that impose additional sales
practice requirements on broker-dealers who sell such securities.
The Board of Directors believes that a Reverse Stock Split will, among
other things, enable the Company to meet the Minimum Bid Requirement.
Furthermore, a relatively low stock price may affect not only the liquidity of
the Company's Common Stock, but also its ability to raise additional capital
through the sale of equity
4
<PAGE>
securities. Thus, the Company believes that the expected increase in trading
price is expected to be attractive to the financial community, the investing
public, and to users of the Company's products.
The Board of Directors is hopeful that a decrease in the number of shares
of Common Stock outstanding, as a consequence of the proposed Reverse Stock
Split, and the anticipated corresponding increase price per share will stimulate
interest in the Company's Common Stock and possibly promote greater liquidity
for the Company's Common stockholders with respect to those shares presently
held by them. However, the possibility does exist that such liquidity could be
adversely affected by the reduced number of shares which would be outstanding if
the proposed Reverse Stock Split is effected.
Management of the Company is not aware of any present efforts of any
persons to accumulate Common Stock or to obtain control of the Company, and the
proposed Reverse Stock Split of Common Stock is not intended to be an
anti-takeover device. The amendment is being sought solely to enhance the image
of the Company, its corporate flexibility, and to price the Common Stock in the
price range that would meet the Minimum Bid Requirements and be more acceptable
to the brokerage community, and to investors generally.
Exchange of Stock Certificates. If the amendment is approved by the
Company's stockholders, and if the Board of Directors still believes at that
time that the Reverse Stock Split is in the best interests of the Company and
its stockholders, the Company will file its Amended Certificate of Incorporation
with the Secretary of State of the State of Delaware promptly after the Special
Meeting. The Reverse Stock Split will become effective on the date of such
filing (the 'Effective Date') and the stockholders will be notified on or after
the Effective Date that the Reverse Stock Split has been affected. The Company's
transfer agent will act as its exchange agent (the 'Exchange Agent') to act for
holders of Common Stock in implementing the exchange of their certificates.
As soon as practicable after the Effective Date, stockholders will be
notified and requested to surrender their certificates representing shares of
Common Stock to the Exchange Agent in exchange for certificates representing New
Common Stock. One share of New Common Stock will be issued in exchange for each
ten (10) presently issued and outstanding shares of Common Stock. Beginning the
Effective Date, each certificate representing shares of the Company's Common
Stock will be deemed for all corporate purposes to evidence ownership of shares
of New Common Stock. To the extent a stockholder holds a number of shares not
evenly divisible by ten (10), the Company will pay cash for fractional interests
as described below.
Liquidation of Fractional Shares. No scrip or fractional certificates will
be issued in connection with the Reverse Stock Split. Stockholders who
ostensibly would be entitled to receive fractional shares because they hold a
number of shares of Common Stock not evenly divisible by ten (10) will be
entitled, upon surrender to the Exchange Agent of certificates representing such
shares, to a cash payment in lieu thereof at a price equal to the average of the
closing bid and ask prices of the Company's Common Stock as reported on NASDAQ
on the Effective Date for each such share of Common Stock held prior to the
Effective Date.
The Company will either deposit sufficient cash with the Exchange Agent or
set aside sufficient cash for the purchase of the above referenced fractional
interests. Stockholders are encouraged to surrender their certificates to the
Exchange Agent for certificates evidencing whole shares of the New Common Stock
and to claim the sums, if any, due them for fractional interests, as promptly as
possible following the Effective Date.
The ownership of a fractional interest will not give the holder thereof any
voting, dividend, or other rights except to receive payment therefor as
described herein. No service charge will be payable by stockholders in
connection with the exchange of certificates or the issuance of cash for
fractional interests, all of which costs will be borne and paid by the Company.
Federal Income Tax Consequences. The Reverse Stock Split should not result
in the recognition of gain or loss (except in the case of cash received for
fractional shares as described below). The holding period of the shares of New
Common Stock will include the stockholders' respective holding periods for the
shares of Common Stock exchanged therefore, provided that the shares of Common
Stock were held as a capital asset. The adjusted basis of the shares of New
Common Stock will be the same as the adjusted basis of the Common Stock
exchanged therefore, reduced by the basis applicable to the receipt of cash in
lieu of fractional shares described below.
5
<PAGE>
A stockholder who receives cash in lieu of fractional shares will be
treated as if the Company would issue fractional shares to him and immediately
redeem such shares for cash. Such stockholder should generally recognize gain or
loss, as the case may be, measured by the difference between the amount of cash
received and the basis of his old Common Stock applicable to such fractional
shares had they actually been issued. Such gain or loss shall be a capital gain
or loss (if such stockholder's Common Stock was held as a capital asset), any
such capital gain or loss shall generally be long-term capital gain or loss to
the extent such stockholder's holding for his Common Stock exceeds twelve
months.
No Dissenter's Rights. Under Delaware law, stockholders are not entitled
to dissenter's rights of appraisal with respect to the proposed amendment to the
Company's Certificate of Incorporation to effect the Reverse Stock Split.
If the amendment is approved, the amended Certificate of Incorporation will
become effective upon filing with the Secretary of State of the State of
Delaware. The affirmative vote of the holders of a majority of the outstanding
Common Stock of the Company will be required to approve the amendment to the
Certificate of Incorporation.
EXPENSES
Expenses in connection with the distribution of this Information Statement
will be paid by the Company and are anticipated to be less than $10,000.
OTHER MATTERS
The Board of Directors knows of no other matters other than those described
in this Information Statement which have been approved or considered by the
holders of a majority of the shares of the Company's voting stock.
OUTSTANDING VOTING SECURITIES
As of November 20, 1996 (the 'Record Date'), out of the 40,000,000 shares
of Common Stock authorized there were 13,500,000 shares of Common Stock issued
and outstanding, and out of the 8,335,000 shares of the Preferred Stock
authorized there were 8,335,000 designated as shares of Preferred Stock, of
which 8,335,000 shares were issued and outstanding.
Only holders of record of the Common Stock and the Preferred Stock at the
close of business on the Record Date were entitled to participate in the Written
Consents. Each share of Common Stock was entitled to one vote and each share of
Preferred Stock was entitled to one vote.
The Delaware General Corporation Law ('DGCL') provides in substance that
unless the Company's certificate of incorporation provides otherwise,
stockholders' may take action without a meeting of stockholders and without
prior notice if a consent or consents in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which all shares entitled to vote thereon were present. Under the applicable
provisions of the DGCL, such action is effective when written consents from
holders of record of the minimum number of shares of common stock necessary to
authorize the action (here a majority of the outstanding shares of Common Stock
and Preferred Stock voting together as a class) are executed and delivered to
the Company within 60 days of the earliest dated consent delivered in accordance
with the DGCL to the Company.
In accordance with the DGCL, the Company received more than a majority of
the shares of Common Stock and Preferred Stock approving the Amendment. As a
result, the Company shall take all actions necessary to implement the Amendment.
6
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information, as of November 20, 1996
with respect to the beneficial ownership of the outstanding Common Stock by (i)
any holder of more than five (5%) percent; (ii) each of the Company's officers
and directors; and (iii) the directors and officers of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- --------------------------------------------- -------------------- ----------------
<S> <C> <C>
PDK Labs, Inc.(2) ........................... 7,000,000 51.9%
145 Ricefield Lane
Hauppauge, NY 11788
Alan M. Novich .............................. 0 0
Futurebiotics, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
Reginald Spinello ........................... 0 0
Futurebiotics, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
Michael Krasnoff(3) ......................... 0 0
Futurebiotics, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
Stanley Krasnoff ............................ 0 0
Futurebiotics, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
Hartley T. Bernstein ........................ 0 0
Bernstein & Wasserman
950 Third Avenue
New York, NY 10022
Directors and Officers as a Group 0 0
(5 persons) .................................
</TABLE>
- ------------------
(1) Beneficial ownership as reported in the table above has been determined in
accordance with Instruction (4) to Item 403 of Regulation S-B of the
Securities Exchange Act.
(2) Does not include 8,335,000 shares of Preferred Stock held by PDK Labs Inc.
Each share of Preferred Stock has one Vote.
(3) Mr. Krasnoff owns 400,000 shares of common stock of PDK and possess voting
trust for an additional 755,488 shares of common stock, as to which Mr.
Krasnoff disclaims any beneficial ownership. Mr. Krasnoff, therefore, votes
1,155,488 shares of common stock of PDK or 36.2%.
7
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the corporation with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated by reference
herein:
1. Annual Report on Form 10-KSB, filed February 28, 1996.
2. Quarterly Report on Form 10-QSB, filed July 11, 1996.
3. Quarterly Report on Form 10-QSB, filed October 11, 1996.
THIS INFORMATION STATEMENT, INCORPORATES BY REFERENCE DOCUMENTS RELATING TO
THE COMPANY WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. DOCUMENTS
RELATING TO THE CORPORATION (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS INFORMATION STATEMENT IS
DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, BY WRITING TO THE COMPANY
AT FUTUREBIOTICS, INC., 145 RICEFIELD LANE, HAUPPAUGE, NY 11788 ATTENTION:
REGINALD SPINELLO, OR BY CALLING THE COMPANY AT (516) 273-2630. COPIES OF
DOCUMENTS SO REQUESTED WILL BE SENT BY FIRST CLASS MAIL, POSTAGE PAID, WITHIN
ONE BUSINESS DAY OF THE RECEIPT OF SUCH REQUEST.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE
AMENDMENT, PLEASE CONTACT:
Reginald Spinello
Futurebiotics, Inc.
145 Ricefield Lane
Hauppauge, New York 11788
(516) 273-2630
By order of the Board of Directors
Futurebiotics, Inc.
Michael Krasnoff, Secretary
8
