-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LDme3sjJTfFDaflrk9oykYirEN1r3RSQGrhqz0BSO7MhZiMdPpVuQQXHL7q9Xn1q QjjHRLPRiAPJx3AyrQ7TOw== 0000950136-98-000043.txt : 19980115 0000950136-98-000043.hdr.sgml : 19980115 ACCESSION NUMBER: 0000950136-98-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980114 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHRITE INC CENTRAL INDEX KEY: 0000910329 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 133714405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50217 FILM NUMBER: 98506670 BUSINESS ADDRESS: STREET 1: 11445 CRONHILL DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4105818042 MAIL ADDRESS: STREET 1: 200 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHRITE DATE OF NAME CHANGE: 19950619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HABER WARREN H CENTRAL INDEX KEY: 0000925767 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FOUNDERS EQUITY INC STREET 2: 711 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128290900 SC 13D/A 1 AMENDED SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* HEALTHRITE INC. (formerly Vitamin Specialties Corp.) - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 42221F101 - ------------------------------------------------------------------------------- (CUSIP Number) Leo Silverstein, Esq., Brock Fensterstock Silverstein & McAuliffe LLC One Citicorp Center, 153 East 53rd Street, 56th Floor, New York, N.Y. 10022 (212) 371-2000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 7, 1998 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement [ ](A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). HEALTHRITE INC. SCHEDULE 13D CUSIP NO. 42221F101 PAGE 2 OF 7 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warren H. Haber - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Other (See Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 639,000 shares OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 5,000 shares WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 639,000 shares ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,000 shares - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644,000 SHARES - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9% - ------------------------------------------------------------------------------- 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. HEALTHRITE INC. - 2 - SCHEDULE 13D (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. SECURITY AND ISSUER. ITEM 1 IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS: Common Stock, par value $.001 per share. HealthRite Inc. (formerly Vitamin Specialties Corp.) (the "Company") c/o Founders Management Services, Inc. 711 Fifth Avenue New York, New York 10022 ITEM 2. IDENTITY AND BACKGROUND. ITEM 2 IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS: 1. (a) Name: Warren H. Haber (b) Residence: 784 Park Avenue New York, New York 10021 (c) Principal Occupation Chairman of the Board, Chief Executive and Business Address: Officer and Director of the Company (d) Criminal Conviction: None (e) Civil Proceeding: None (f) Citizenship: United States During the last five years, Haber: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ITEM 3 IS HEREBY AMENDED TO ADD THE FOLLOWING: (i) (a) In September 1996, Mr. Haber received five-year warrants to purchase 15,000 shares of HEALTHRITE INC. - 3 - SCHEDULE 13D Common Stock at an exercise price of $2.00 per share in consideration of services rendered by Founders in connection with the negotiation and origination of a private placement of 432,500 shares of Preferred Stock of the Company at a price of $2.00 per share; (b) Mr. Haber purchased an aggregate of 12,500 shares of Preferred Stock in the private placement. Mr. Haber's wife purchased 5,000 shares of Preferred Stock in the private placement, as well, as to which shares Mr. Haber is deemed to beneficially own. The shares of Preferred Stock are convertible into shares of common stock at the rate of one share for one share, subject to certain adjustments. (ii) In June 1997, Mr. Haber received five-year warrants to purchase 24,000 shares of Common Stock of the Company at an exercise price of $2.00 per share in consideration of the services rendered by Founders in originating and negotiating the sale of assets constituting the Company's retail stores to IVC Industries, Inc. (iii) Mr. Haber acquired, as nominee, pursuant to an agreement with certain stockholders of the Company, dated January 7, 1998, an aggregate of 150,000 shares of the Common Stock of the Company at a price of $2.10 per share, for an aggregate price of $350,000. Mr. Haber will retain all or a portion of the shares, with the balance to be resold to Mr. John L. Teeger, Vice Chairman and Chief Financial Officer of the Company and an officer of Founders Management Services, Inc. ("Founders"), the management consultant to the Company, of which Mr. Haber is an officer and director. ITEM 4. PURPOSE OF TRANSACTION. ITEM 4 IS HEREBY AMENDED TO ADD AS FOLLOWS: Mr. Haber received the five-year warrants to purchase 15,000 shares of Common Stock at an exercise price of $2.00 per share in September 1996 in consideration of services rendered by Founders in connection with the negotiation and origination of the above-mentioned September 1996 private placement of 432,500 shares of Preferred Stock of the Company. The five-year warrants to purchase 24,000 shares of Common Stock of the Company at an exercise price of $2.00 per share were received by Mr. Haber in June 1997 in consideration of the services rendered by Founders in originating and negotiating the sale of assets constituting the Company's retail stores to IVC Industries, Inc. HEALTHRITE INC. - 4 - SCHEDULE 13D The purchases of an aggregate of 150,000 shares of Common Stock on January 7, 1998 by Mr. Haber, and the purchases of the 12,500 shares of the Common Stock by Mr. Haber in September 1996, were effected because the purchasers believed that the equity acquired represented an attractive investment opportunity and would enhance Mr. Haber's controlling position in the Company. Except for the foregoing, Mr. Haber does not have a plan or proposal which relates to or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the company by any person; (h) Causing the Common Stock to cease to be authorized to be quoted in the inter-dealer quotation system of the National Association of Securities Dealers, Inc.; (i) Although the Common Stock may be eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, to have such registration terminated; or (j) Any action similar to any of those enumerated above. HEALTHRITE INC. - 5 - SCHEDULE 13D ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. ITEM 5 IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS: 1. (a) Warren H. Haber beneficially owns 644,000 shares of common stock (approximately 14.9% of the shares outstanding). (b) Warren H. Haber has sole power to vote and sole authority to dispose or direct the disposition of 639,000 shares of Common Stock. Mr. Haber does shares voting or dispositive power with respect to the 5,000 shares benwficially owned by his wife. (c) Other than as described above, Mr. Haber has not effected any transaction in the shares of Common Stock during the past sixty (60) days. (d) Mr. Haber owns and presently has the right to receive dividends from the shares of Common Stock owned by him. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibits. (1) Agreement among Warren Haber, Asset Value Fund Limited Partnership, and John D. Brummit. HEALTHRITE INC. - 6 - SCHEDULE 13D SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: January 12, 1998 /s/ Warren H. Haber ----------------------------- Warren H. Haber HEALTHRITE INC. EX-99.1 2 AGREEMENT AMONG WARREN HABER, ASSET VALUE FUND LIMITED PARTNERSHIP, AND JOHN D. BRUMMIT. AGREEMENT Warren H. Haber as nominee ("Haber") for himself and other purchasers (the "Purchasers") is hereby purchasing from Asset Value Fund Limited Partnership, a New Jersey limited partnership (the "Partnership") and John D. Brummit Keogh ("Brummit") and the Partnership and Brummit are hereby selling, respectively, to the Purchasers an aggregate of 140,000 shares and 10,000 shares of the Common Stock of HealthRite Inc., a Delaware corporation (the "Company") at a price of $2.10 per share, or an aggregate price of $294,000 and $21,000, respectively, accompanied in each instance with Irrevocable Proxies entitling Haber or John L. Teeger or their substitutes (the "Proxies") to vote the shares of Common Stock acquired hereby on all matters presented to the stockholders of the Company, including (except for 1,000 shares sold hereby by the Partnership) those presented to the Stockholders at the Annual Meeting of Stockholders scheduled to be held on December 17, 1997 and all postponements and adjournments thereof (the "Annual Meeting"). 1. Haber is hereby delivering to the Partnership and Brummit funds in the respective amounts of $294,000 and $21,000 and the Partnership on behalf of itself and Brummit are hereby delivering to Haber: (i) A stock certificate of 50,000 shares of Common Stock of the Company registered in the name of the Partnership accompanied by duly executed stock powers and the Irrevocable Proxy in the form of Exhibit A hereto as executed by the General Partner of the Partnership on behalf of the Partnership cancelling any authorization given prior hereto with respect to all matters at the Annual Meeting and authorizing the shares to be voted at the Annual Meeting in accordance with the determination of the Proxies; (ii) Instructions executed by the General Partner of the Partnership on behalf of the Partnership to Bear Stearns as registered nominee owner under Cede & Co. of 90,000 shares of Common Stock of the Company held for the account of the Partnership to transfer ownership of said shares to the account or accounts designated by Haber and the proxy from the Partnership in the form of Exhibit B hereto cancelling any authorization given prior hereto to vote with respect to all matters at the Annual Meeting and authorizing the shares to be voted at the Annual Meeting in accordance with the determination of the Proxies including, with respect to 89,000 shares, in favor of the management slate of directors and in favor of the amendment to the Stock Option Plan at the Annual Meeting which authorization shall not be revoked; (iii) Instructions executed by Brummit to Bear Stearns as registered nominee owner under Cede & Co. of 10,000 shares of Common Stock of the Company held for the account of Brummit authorizing the transfer of ownership of said shares to the account or accounts designated by Haber and the proxy from Brummit in the form of Exhibit C hereto cancelling any authorization given prior hereto to vote with respect to all matters at the Annual Meeting and authorizing the shares to be voted at the Annual Meeting in favor of the management slate of Directors and in favor of the amendment to the Stock Option Plan which authorization shall not be revoked; 2. As a condition to the purchase by the Purchasers, the Partnership and Brummit hereby warrant to the Purchasers that this agreement has been duly authorized, executed and delivered and constitutes the valid and binding obligation of the Partnership and of Brummit; that with respect to 139,000 shares sold hereby by the Partnership and the 10,000 shares sold hereby by Brummit to the Purchasers that the Partnership and Brummit have been the beneficial owner of said shares since prior to November 12, 1997 with full power and authority to vote or to cause to be voted such shares at the Annual Meeting with respect to matters presented thereat, and that the 89,000 of the shares beneficially owned by the Partnership and the 10,000 shares beneficially owned by Brummit have been held in accounts with Bear Stearns which were included in the DTC position listing dated with respect to the November 12, 1997 record date for the Annual Meeting. ASSET VALUE FUND LIMITED PARTNERSHIP By: Asset Value Management, Inc., General Partner By: ------------------------------------------------- John W. Galuchie, Jr., Treasurer and Secretary JOHN D. BRUMMIT KEOGH By: ------------------------------------------------- John D. Brummit --------------------------------------------------- Warren H. Haber, as Nominee 2 -----END PRIVACY-ENHANCED MESSAGE-----