<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / 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.
---------------
October 31, 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 ________ shares of Common Stock and
________ shares of Preferred Stock representing approximately _____%
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 __, 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 October __,
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
1
<PAGE>
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.
The following table sets forth certain information regarding
the director nominees.
Name Age Position Held
- -------------------- --- --------------------------------
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
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.
2
<PAGE>
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.
3
Item a. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
---------------------------------- ---------- ---------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted All
Other Stock LTIP Other
Annual Awards Options/ Payouts Compensation
Name and Principal Position Year Salary($) Bonus Compensation($) ($) SARs(#) ($) ($)
- ---------------------------- ---- --------- ----- ---------------- ----------- --------- -------- ------------
<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 $125,000.
<TABLE>
<CAPTION>
Option/SAR Grants -
Individual Grants
- -------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to
SARS Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ---- ----------- ------------ ---------------- -----------
<S> <C> <C> <C> <C>
Alan Novich, Chairman 416,675 100% $1.50 April 21, 1999
</TABLE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises -
and FY-End Option/SAR Values
- -------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
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.
4
<PAGE>
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.
5
<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 __% 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 __________ shares were issued
and outstanding at the close of business on the Record Date. As
proposed and if effected, the Reverse Stock Split would reduce the
number of issued and outstanding shares to approximately _________.
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
6
<PAGE>
of $1.00 per share (the "Minimum Bid Requirement"). On October __,
1996 the Company's Common Stock had a closing price of $.___. 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 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
7
<PAGE>
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.
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.
8
<PAGE>
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 the ___________, 1996 (the "Record Date"), out of the
40,000,000 shares of Common Stock authorized there were _________
shares of Common Stock issued and outstanding, and out of the
____________ shares of the Preferred Stock authorized there were
__________ designated as shares of Preferred Stock, of which _________
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
____ votes.
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.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information, as of
______, 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:
9
<PAGE>
Amount
and Nature Approximate
Name and Address Beneficial Percent of
of Beneficial Owner Ownership Class
- ------------------- ---------- -----------
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 0 0
as a Group (5 persons)
(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%.
10
<PAGE>
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
11
