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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
VITA FOOD PRODUCTS, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
928450-11-3
928450-10-5
(CUSIP Number)
Arthur Don
D'Ancona & Pflaum
30 North LaSalle Street, Suite 2900, Chicago, IL 60602
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
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
CUSIP NO. 928450-10-5 PAGE 2 OF 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Rothstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
222,777
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING
222,777
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
222,777
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02% of Common Stock; 26.31% of Redeemable Common
Stock Purchase Warrants
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER.
The title and class of equity securities to which this statement on
Schedule 13D relates is the Redeemable Common Stock Purchase Warrants
("Warrants"), each of which is exercisable on or after January 16, 1998, into
one share of Common Stock, par value $0.01 per share ("Common Stock"), of
Vita Food Products, Inc. (the "Company"). This statement on Schedule 13D has
been filed to report the purchase of Warrants to purchase shares of Common
Stock, as disclosed herein. The address of the principal executive offices
of the Company is 2222 West Lake Street, Chicago, IL 60612.
Item 2. IDENTITY AND BACKGROUND.
(a) Name: Steven A. Rothstein.
(b) Residence or Business Address: Mr. Rothstein's business address is c/o
National Securities Corporation, 875 North Michigan Avenue, Suite 1560, Chicago,
IL 60611.
(c) Mr. Rothstein is Chairman of the Board of National Securities
Corporation and has held that position since 1995.
(d) During the past five years, Mr. Rothstein has not been convicted in a
criminal proceeding.
(e) During the last five years Mr. Rothstein has not 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) Citizenship: U.S.A.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds used to make the Warrant purchases reported herein was
Mr. Rothstein's personal funds. The amount of Mr. Rothstein's personal funds
used to purchase the Warrants was $27,874.63.
Item 4. PURPOSE OF THE TRANSACTION.
This Schedule 13D has been filed by the reporting person to report the
purchase of Warrants exercisable for aggregate of 222,777 shares of Common
Stock. The Warrants were acquired for the purpose of investment. The Warrants
were acquired for Mr. Rothstein's own account with no intention of selling
either in a public distribution or otherwise in violation of the federal
securities laws or any applicable state security law. Mr. Rothstein intends to
review continuously his position in the Company and may determine to increase or
decrease his position in the Company. Mr. Rothstein has no present plans or
proposals which relate to, or would result, in any of the actions referred to in
clauses (a) through (j) of item 4 of Schedule 13D.
Item 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) As a result of the purchase, Mr. Rothstein holds 222,777 Warrants,
which are exercisable within 60 days for 222,777 shares of Common Stock.
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(b) Mr. Rothstein has sole disposition and voting power with respect to
the 222,777 Warrants described in (a) above.
(c) The only transaction involving the Warrants of the Company by Mr.
Rothstein during the past 60 days was the purchase of 222,777 Warrants described
in Item 4 hereof.
(d) and (e): Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The purchaser of the Warrants, Mr. Rothstein, is a director of the
Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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 13, 1997
/s/ Steven A. Rothstein
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Steven A. Rothstein
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