<PAGE>
SCHEDULE 14C INFORMATION
(Rule 14c-101)
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
[ ] Definitive Information Statement Commission only (as permitted by
Rule 14c-5(d)(2))
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:
Common Stock, par value $.0001 per share
------------------------------------------------
2) Aggregate number of securities to which transaction applies:
1,350,000 shares of Common Stock Outstanding
------------------------------------------------
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):
N/A
------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid.
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
INFORMATION STATEMENT
TO STOCKHOLDERS
OF
FUTUREBIOTICS, INC.
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, NY 11788
------------------
April __, 1999
------------------
<PAGE>
TABLE OF CONTENTS
Page
Information Statement........................................... 1
Additional Information.......................................... 1
Outstanding Voting Securities................................... 2
Principal Stockholders.......................................... 3
Description of Transaction...................................... 4-9
Financial Statements............................................ 10
Notes to Financial Statements................................... 11
Selected Financial Data......................................... 12
Signature....................................................... 13
<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, NY 11788
INFORMATION STATEMENT
This Information Statement is furnished to holders of shares of common
stock, $.0001 par value (the "Common Stock"), of Futurebiotics, Inc. (the
"Company") to notify such stockholders that on or about April 15, 1999 the
Company received written consents in lieu of a meeting of stockholders from
holders of 700,000 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 of the Company approving the execution and delivery of
that certain Asset Purchase Agreement (the "Purchase Agreement") dated as of
March 3, 1999 by and among FB Acquisition Corp., a Delaware corporation ("FB
Acquisition"), Nutraceutical Corporation, a Delaware corporation
("Nutraceutical"), the Company and PDK Labs, Inc., a New York corporation
("PDK"), and authorizing the consummation of the transactions contemplated
thereby (the "Transactions").
This Information Statement describing the approval of the Purchase
Agreement and the authorization of the consummation of the Transactions is first
being mailed or furnished to the Company's stockholders on or about April __,
1999, and such matters shall not become effective until at least 20 days
thereafter. 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.
The Board of Directors knows of no other matters other than those
described in this Information Statement which have been recently approved or
considered by the holders of a majority of the shares of the Company's voting
stock.
ADDITIONAL INFORMATION
The terms of the Purchase Agreement and certain other information
concerning the Transaction are contained in the Company's Form 8-K filed with
the Securities and Exchange Commission (the "Commission") on March 10, 1999. The
Form 8-K, including the Purchase Agreement attached as an exhibit thereto, may
be examined at, and copies thereof may be obtained from, the regional offices of
and public reference facilities maintained by the Commission as well as on the
World Wide Web site maintained by the Commission on the Internet at
http://www.sec.gov. The information contained in this Information Statement
concerning Nutraceutical and FB Acquisition has been furnished to the Company by
Nutraceutical. The Company assumes no responsibility for the accuracy or
completeness of such information.
<PAGE>
The following documents or portions thereof, as filed with the
Commission by the Company are incorporated herein by reference:
(1) Current Report on Form 8-K filed on March 10, 1999.
(2) Annual Report on Form 10-K for the year ended November 30, 1998.
(3) Quarterly Report on Form 10-Q for the period ended February 28, 1999.
OUTSTANDING VOTING SECURITIES
As of the April 15, 1999 (the "Record Date"), out of the 40,000,000
shares of Common Stock authorized there were 1,350,000 shares of Common Stock
issued and outstanding, and out of the 8,335,000 shares of the Preferred Stock
authorized all of such shares were issued and outstanding.
Only holders of record of the Common Stock and Preferred Stock at the
close of business on the Record Date were entitled to participate in the written
consents of the Company's stockholders. Each share of Common Stock was entitled
to one vote and each share of Preferred Stock was entitled to one-tenth (1/10)
of a 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 voting shares of capital stock) are
executed and delivered to the Company within 60 days of the earliest dated
consent delivered in accordance with the DGCL.
On the Record Date, PDK Labs, Inc. ("PDK") executed a written consent
in lieu of a meeting of stockholders of the Company (the "Written Consent")
approving the Purchase Agreement and authorizing the consummation of the
Transactions. PDK executed the Written Consent with respect to its beneficial
ownership of (i) 700,000 shares of Common Stock, and (ii) 8,335,000 shares of
Preferred Stock. The shares of the Company's capital stock voted by PDK
constituted as of the Record Date 70.2% of the Company's total voting stock
outstanding. In accordance with the DGCL, the Company received more than a
majority of the shares of voting stock approving the Purchase Agreement and
authorizing the consummation of the Transactions. As a result, the Company shall
take all actions necessary to consummate the Transactions.
-2-
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of the Record Date with
respect to the beneficial ownership of the outstanding shares of the Company's
Common Stock and Preferred Stock by (i) each person known by the Company to
beneficially own five percent (5%) or more of the outstanding shares; (ii) the
Company's officers and directors; and (iii) the Company's officers and directors
as a group:
<TABLE>
<CAPTION>
Name Shares Of Shares Of
And Address Common Stock Percent Preferred Stock Percent
Of Beneficially Of Beneficially Of
Beneficial Owner(1) Owned(2) Class Owned (2) Class
------------------- ------------ ------- --------------- -------
<S> <C> <C> <C> <C>
PDK Labs, Inc. 700,000 51.9% 8,335,000 100%
145 Ricefield Lane
Hauppauge, NY
Reginald Spinello (3) - - - -
Karine Hollander (4) - - - -
Thomas Keith (5) - - - -
Lawrence Simon (5) - - - -
Theresa Giove (5) - - - -
Directors and Officers as - - - -
a Group (5 persons)
</TABLE>
- --------------------
(1) Unless noted otherwise, the address for all listed beneficial owners is
c/o the Company at 145 Ricefield Lane, Hauppauge, New York 11788.
(2) Beneficial ownership as reported in the table above has been determined in
accordance with Instruction (4) to Item 403 of Regulation S-K of the
Securities Exchange Act.
(3) President, Chief Executive Officer and Director of the Company
(4) Chief Financial Officer and Director of the Company.
(5) Director of the Company.
-3-
<PAGE>
DESCRIPTION OF THE TRANSACTION
The Company
The Company, which was incorporated on March 16, 1994 distributes,
markets and sells vitamins, minerals, herbal formulations and specialty
nutritional supplements principally to health food stores through national
distributors. The Company's primary product line consists of more than 150
items, including multi-vitamin/mineral formulas, green superfood powders,
herbal/mineral tonics and herbal complexes, and specific specialty supplements.
All of the Company's products are supplied by its parent company, PDK Labs Inc.
The principal executive offices of the Company is located at 145
Ricefield Lane, Hauppauge, NY 11788, telephone number is (516) 273-2630.
The Purchaser
FB Acquisition Corp., a Delaware corporation ("FB Acquisition") was
specifically formed for the purpose of entering into the Purchase Agreement and
consummating the Transaction. FB Acquisition is a wholly-owned subsidiary of
Nutraceutical Corporation ("Nutraceutical") which is a wholly-owned subsidiary
of Nutraceutical International Corporation ("Nutraceutical International").
Nutraceutical International is publicly traded on the Nasdaq National Market
under the symbol "NUTR". The principal executive offices of FB Acquisition,
Nutraceutical and Nutraceutical International are located at 1400 Kearns
Boulevard, 2nd Floor, Park City, Utah 84060, telephone number (435) 655-6106.
Nutraceutical International and its direct and indirect subsidiaries sells
nutritional supplements under the Soloray, KAL, NeutraMax, VegLife, Premier One,
Solar Green, Natural Sport and Action Labs brand names. Nutraceutical's
customers primarily included health food stores and distributors for such
stores.
The Purchase Agreement
The following is a summary of the material provisions of the Purchase
Agreement and is qualified in its entirety by reference to the complete text of
the Purchase Agreements, a copy of which is attached as an exhibit to the
Company's Current Report on Form 8-K filed by the Company on March 10, 1999 with
the Commission and incorporated herein by reference.
The Sale
Upon the terms and subject to the conditions contained in the Purchase
Agreement, (i) the Company will sell and transfer, and FB Acquisition will
purchase and acquire, the Assets (as described below) and (ii) the Company will
transfer and delegate to FB Acquisition, and FB Acquisition will assume and
agree to pay, perform and discharge (to the extent not paid, performed or
discharged prior to the closing date) the Assumed Liabilities (as described
below).
-4-
<PAGE>
Assets
The assets being transferred pursuant to the Purchase Agreements (the
"Assets") include all of the right, title and interest of the Company in and to
(i) substantially all of its tangible and intangible assets, other than Excluded
Assets (as described below), (ii) substantially all of its contracts, agreements
and commitments, and (iii) all governmental license and permits. Excluded Assets
include (i) cash (and cash equivalents), (ii) prepaid taxes, (iii) the Company's
books and records, and (iv) the Company's private label nutritional supplement
business.
Liabilities
The Assumed Liabilities include all liabilities and obligations of the
Company which relate to the leases, agreements contracts and commitments
transferred to FB Acquisition under the Purchase Agreement. FB Acquisition will
not assume any liabilities or obligations of the Company other than the Assumed
Liabilities.
Consideration
As consideration for the Assets, FB Acquisition has agreed to
pay in cash (i) $3,700,000, (ii) the value of purchased inventory up to a
maximum of $1,500,000, and (iii) the net book value of accounts receivable up to
a maximum of $725,000. The purchase price is subject to adjustment in the event
that the proceeds actually received from collecting the purchased accounts
receivable differs from the amount of purchased accounts receivable.
The Closing
It is anticipated that the closing of the Transactions will occur
shortly after the conditions to closing have been satisfied which the Company
anticipates occurring during the second calendar quarter of 1999.
Representations And Warranties
The Purchase Agreement contains certain representations and warranties
of the parties relating to, among other things: (i) their organization and good
standing; (ii) the execution, delivery and performance of the Purchase
Agreement; (iii) the legality, validity and enforceability thereof against the
parties, and the non-contravention of, and lack of conflict with, the
Certificate of Incorporation or by-laws of the parties, the terms of any lien or
any contract of agreement to which any of the parties is bound, or any provision
of any statute, law, ordinance or administrative rule or regulation, license or
order of any governmental authority or any judicial, administrative or
arbitration order, award, judgment, writ, injunction or decree; (iv) the receipt
of requisite consents and approvals; (v) title to the Assets; (vi) the condition
of the Assets; and (vii) the absence of litigation and other legal proceedings.
-5-
<PAGE>
Certain Covenants
The Purchase Agreement contains certain covenants and agreements
of the parties that are customary for transactions similar to the Transaction
and include the agreement, among other things: (i) by all parties to not
publicly reveal any information relating to the operation of the Company's
business which is not specifically already a matter of public record and (ii) by
the Company to maintain and operate the Assets in accordance with past practice.
In connection with the Transaction, the Company anticipates
entering into a Transition Service Agreement at the closing of the Transaction
(the "Closing") which will require the Company to provide certain services to FB
Acquisition on a temporary basis in order to facilitate a smooth transition of
the transfer of the Assets to FB Acquisition.
Following the Closing, the Company shall be restricted from
engaging in merchandising, distribution or sale of (i) a broad line of branded
nutritional supplements, other than to mass merchandisers, or (ii) any of the
Company's proprietary products and/or formulations. The Company will also amend
its Certificate of Incorporation to change its name from Futurebiotics, Inc. to
Pharmaceutical Products, Inc. As a result, the Company intends to commence a new
business by either acquiring a going concern or by acquiring or developing
assets which may constitute a new business.
Conditions To Closing
The obligations of the parties to consummate the Transaction on the
Closing Date shall be subject to the prior satisfaction, or waiver, of certain
conditions including: (i) receipt of all necessary consents and/or approvals to
the Transaction, including the approval of the Company's stockholders; (ii) the
absence of any actual or threatened suit, action or proceeding to restrain,
enjoin or otherwise prevent the consummation of the Transaction, or any other
action, suit, claim, investigation or proceeding against the parties; and (iii)
the representatives and warranties contained in the Purchase Agreement are
materially true.
Indemnification
The Company and PDK have agreed to jointly and severally indemnify,
defend and hold harmless FB Acquisition and its affiliates directors, officers,
employees, shareholders (collectively, the "Buyer Group") from and against any
and all losses, liabilities, expenses, or other obligations suffered or incurred
by the Buyer Group which, directly or indirectly, arise out of, result from or
relate to (i) a breach of any representation or warranty of the Company or PDK
contained in the Purchase Agreement or in any other document contemplated by the
Purchase Agreement; (ii) any action, demand, proceeding investigation or claim
by a third party against the Company which, if successful, would give rise to or
evidence the existence of breach of representation warranty or covenant by the
Company; (iii) any claim brought by a broker or finder by, through, or under
Buyer; or (iv) any claim brought against the Buyer Group relating to an Excluded
Liability (as defined in the Purchase Agreement).
-6-
<PAGE>
FB Acquisition and Nutraceutical have agreed to jointly and severally
indemnify, defend and hold harmless the Company and its affiliates directors,
officers, employees, shareholders (collectively, the "Seller Group") from and
against any and all losses, liabilities, expenses, or other obligations suffered
or incurred by the Seller Group which, directly or indirectly, arise out of,
result from or relate to (i) a breach of any representation or warranty of the
FB Acquisition or Nutraceutical contained in the Purchase Agreement or in any
other document contemplated by the Purchase Agreement; (ii) any action, demand,
proceeding investigation or claim by a third party against FB Acquisition which,
if successful, would give rise to or evidence the existence of breach of
representation warranty or covenant by FB Acquisition; (iii) any claim brought
by a broker or finder by, through, or under FB Acquisition; or (iv) any claim
brought against the Seller Group relating to an Assumed Liability (as defined in
the Purchase Agreement).
The obligations of the Company to indemnify, defend and hold harmless
the Buyer Group pursuant to the Purchase Agreement and other related documents
shall not exceed the sum of $3,700,000 plus the net amount paid by FB
Acquisition for the purchased inventory. In addition, the obligations of PDK to
indemnify and hold harmless the Buyer Group pursuant to the Purchase Agreement
and other related documents shall not exceed the sum of $2,000,000.
Termination
The Purchase Agreement may be terminated (i) upon mutual consent of the
Company and FB Acquisition, (ii) by either party in the event certain
representations, warranties or covenants have been breached or the Closing has
not occurred by June 30, 1999 or (iii) by FB Acquisition, in the event that
certain schedules referenced in the Purchase Agreement were not reasonably
satisfactory to FB Acquisition.
Interests Of Certain Persons In The Sale Transaction
In considering the foregoing, stockholders should be aware that PDK
Labs stands to indirectly benefit from the Transaction. Reginald Spinello, the
Company's President, and Karine Hollander, the Company's Chief Financial
Officer, are also the President and Chief Financial Officer, respectively, of
PDK Labs. In addition, a majority of the Board of Directors of PDK constitute a
majority of the Board of Directors of the Company. The proceeds from the
Transaction may be used to acquire or develop another business which may
directly or indirectly benefit PDK Labs. A new business pursued by the Company
may (like the Company's present business) engage PDK to provide certain services
to the Company, including supplying product, accounting and other administrative
and management services.
Regulatory Approvals
No State or Federal regulatory approval is required in connection with
consummating the Transaction.
Accounting Treatment
The Transaction will be accounted for as a sale of certain assets and a
transfer of certain liabilities. The sum of the consideration to be received by
the Company and the liabilities to be
-7-
<PAGE>
assumed by the FB Acquisition will be materially more than the book value of the
assets. The Transaction will result in a taxable gain of approximately
$2,242,000. The Company intends to pay the proper state, federal and local taxes
incurred as a result of consummating the Transaction.
Certain Income Tax Consequences
The Company expects to incur a gain for income tax purposes with
respect to the Transaction. The consummation of the Transaction will not result
in any direct federal or state income tax consequences to the stockholders of
the Company.
Effect Of The Sale Transaction On The Company's Stockholders
If the Transaction is consummated, the stockholders of the Company will
retain their equity interest in the Company. Such sale will not result in any
issuance of any capital stock by the Company nor will it change the rights of
the Company's stockholders. Although the Company does not presently anticipate
paying any dividends, the net proceeds from consummating the Transaction may be
used for this purpose.
Use Of Proceeds Of The Sale Transaction
The Company anticipates that the net proceeds from consummating the
Transaction will be approximately $5,925,000. The Company intends to use the
funds to pay ordinary operating expenses and to pursue acquiring a going concern
or developing a new business. Prior to their intended use, the Company will
invest available funds in U.S. Treasury and other short term obligations.
Reasons For The Transaction
The Board of Directors believes that the Transaction is fair to and in
the best interests of the Company and its stockholders. Accordingly, the Board
of Directors has unanimously approved the Transaction.
In reaching its conclusions, the Board of Directors considered, among
other things, the following material factors:
(1) A range of alternative strategic options, including the sale of the
Company's stock or merging with another entity out of which options the
Transaction presented the best opportunity to the Company to enhance shareholder
value.
(2) The relatively small number of potential acquirors, due in great
measure to the necessity of finding a purchaser that is experienced with selling
nutritional supplements to the health food store market, and the inability of
the Company to negotiate with any of such potential acquirors a definitive
agreement with terms more favorable than the Transaction.
-8-
<PAGE>
(3) The proposed terms and structure of the Transaction and the terms
and conditions of the Purchase Agreement.
(4) The ability to consummate the Transaction without restricting,
limiting or altering the rights of the stockholders of the Company.
(5) The perceived motivation of Nutraceutical and their executives and
Nutraceutical's financial condition, which factors underscored the earnest
intent of Nutraceutical to consummate the Transaction and demonstrated the
Nutraceutical's financial ability to assume the obligations and liabilities
associated with the Company's business.
(6) The recommendation of the Company's management to enter into the
Transaction.
(7) The extensive experience of the Nutraceutical's management in
sourcing, marketing, distributing and selling nutritional supplements to the
health food store market.
In light of these factors and the consideration to be received in
connection with the Transaction, the Board determined that the Transaction was
in the best interests of the Company and its stockholders. The Board took into
account the fact that only a relatively small number of parties expressed
interest in acquiring the Assets. It was reasonably unlikely that the Company
would receive, in the foreseeable future, offers to engage in alternative
transactions on terms more favorable to the Company and its stockholders than
those offered by FB Acquisition.
-9-
<PAGE>
FUTUREBIOTICS, INC
PRO FORMA BALANCE SHEET
FEBRUARY 28, 1999
(in thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
Actual Adjustments As Adjusted
--------------- --------------- ---------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $83 $5,675 $5,758
Restricted cash -- 250 250
Accounts receivable, less allowance for
doubtful accounts of $12 1,084 (875) 209
Inventories 1,989 (1,500) 489
Due from parent 2,846 -- 2,846
Property, plant and equipment held for disposal 179 (179) --
Intangible assets held for disposal 405 (405) --
Prepaid income taxes 5 -- 5
Prepaid expenses and other current assets 299 (299) --
Deferred income tax asset 278 (278) --
--------------- --------------- ---------------
Total current assets 7,168 2,389 9,557
OTHER ASSETS 142 -- 142
--------------- --------------- ---------------
$7,310 $2,389 $9,699
=============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $204 -- $204
Income taxes payable -- 373 373
--------------- --------------- ---------------
Total current liabilities 204 373 577
--------------- --------------- ---------------
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value; authorized 40,000,000
shares; 1,350,000 issued and -- -- --
outstanding
Preferred stock, $.0001 par value; authorized, issued and
outstanding 8,335,000 shares 1 -- 1
Additional paid-in capital 9,395 -- 9,395
Unearned compensation (1,162) -- (1,162)
Retained earnings (Deficit) (1,128) 2,016 888
--------------- --------------- ---------------
7,106 2,016 9,122
--------------- --------------- ---------------
$7,310 $2,389 $9,699
=============== =============== ===============
</TABLE>
-10-
<PAGE>
FUTUREBIOTICS, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
PERIOD ENDED FEBRUARY 28, 1999
(in thousands)
(Unaudited)
The pro forma balance sheet at February 28, 1999 reflects adjustments
which give effect to the sale of assets by the Company to FB Acquisition Corp.
under the proposed Asset Purchase Agreement. As consideration for the assets
sold, FB Acquisition Corp. has agreed to pay in cash (i) 3,700, (ii) the value
of purchased inventory up to a maximum of $1,500 and (iii) the net book value of
accounts receivable up to a maximum of $725. The purchase price is subject to
adjustment in the event that the proceeds actually received from collecting the
purchased accounts receivable differs for the amount of purchased accounts
receivable.
Following the closing of this transaction, the Company shall be
restricted from engaging in its normal course of business. The pro forma
statement of earnings would reflect a discontinuance of operations and a gain on
the sale of assets of approximately $2,016, net of taxes of $651.
-11-
<PAGE>
SELECTED FINANCIAL DATA (1)
SUMMARY BALANCE SHEET DATA
(in thousands, except per share data)
<TABLE>
<CAPTION>
November 30, As of February 28, 1999
1994 1995 1996 1997 1998 Actual Proforma(2)
---- ---- ---- ---- ---- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Assets $9,865 $10,142 $11,764 $10,975 $7,340 $7,310 $9,699
Long - Term Obligations -- 1,250 3,000 3,000 -- -- --
Stockholders' Equity 7,890 8,547 8,545 7,798 7,126 7,106 9,122
Net Book Value Per Common Share $12.52 $6.33 $6.33 $5.78 $5.27 $5.26 $6.76
<CAPTION>
SUMMARY INCOME STATEMENT DATA (3)
(in thousands, except share and per share data)
Years Ended November 30, Three Months Ended
February 28,
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $7,415 $10,647 $12,713 $11,682 $10,304 $2,344 $1,748
Operating (Loss) Income 895 516 (372) (1,206) (914) (243) (180)
Net (Loss) Income 533 442 (290) (1,034) (980) (181) (86)
Cash Dividends -- -- -- -- -- -- --
Net (Loss) Income Per Common Share $1.15 $0.33 ($0.21) ($0.77) ($0.73) ($0.13) ($0.06)
Average Number of Common Shares
Outstanding 463,472 1,327,643 1,350,000 1,350,000 1,350,000 1,350,000 1,350,000
</TABLE>
(1) In March 3, 1999 the Company entered into an Asset Purchase Agreement to
sell substantially all of the Company's assets.
Following the closing of this transaction, the Company shall be restricted
from engaging in its normal course of business. As a result, the Company
intends to commence a new business
(2) Gives effect to the sale of assets by the Company under the proposed Asset
Purchase Agreement.
(3) Proforma income statement data for the three months ended February 28,
1999, under the proposed Asset Purchase Agreement, would reflect a
discontinuance of operations and a gain on the sale of assets of
approximately $2,016, net of taxes of $651.
-12-
<PAGE>
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT,
PLEASE CONTACT:
Reginald Spinello
Futurebiotics, Inc.
145 Ricefield Lane
Hauppauge, NY 11788
(516) 273-2630
By order of the Board of Directors
Futurebiotics, Inc.
------------------------------
Reginald Spinello
Chief Executive Officer and
President
-13-
