-----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, N9Dr6Ma2JTOissxyOaSdjbxqCYxWMpx7Wo3zxaYXHsmcZ8191BX3IXLDOWQuckuj 8fAg4zQy2wLcW+cQPrl1Ug== 0001000096-97-000236.txt : 19970429 0001000096-97-000236.hdr.sgml : 19970429 ACCESSION NUMBER: 0001000096-97-000236 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970428 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRITION FOR LIFE INTERNATIONAL INC CENTRAL INDEX KEY: 0000913614 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 760416176 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50859 FILM NUMBER: 97588452 BUSINESS ADDRESS: STREET 1: 9101 JAMEEL RD STREET 2: STE 180 CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134601976 MAIL ADDRESS: STREET 1: 9101 JAMEEL RD STREET 2: STE 180 CITY: HOUSTON STATE: TX ZIP: 77040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERMAN BERNARD C CENTRAL INDEX KEY: 0000936837 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 150 SIGNET DR CITY: WESTON ONTARIO CANAD STATE: A6 BUSINESS PHONE: 4167499300 MAIL ADDRESS: STREET 1: 150 SIGNET DR CITY: WESTON ONTARIO CANAD STATE: A6 SC 13D 1 SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ------ Nutrition For Life International, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 670615202 ----------------------------------------------------- (CUSIP Number) Douglas B. Koff, Esq., Waldbaum, Corn, Koff, Berger & Cohen, P.C. 303 E. 17th Avenue, Suite 940, Denver, Colorado 80203 (303) 861-1166 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 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-l(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 13a-l(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) SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 670615 20 2 PAGE 2 OF 5 PAGES ------------- ----- ----- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BERNARD C. SHERMAN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ] ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF | 7 | SOLE VOTING POWER SHARES | | BENEFICIALLY |----------------------------------------------------------------- OWNED BY | 8 | SHARED VOTING POWER EACH | | 650,000; Beneficial Ownership Disclaimed REPORTING |----------------------------------------------------------------- WITH | 9 | SOLE DISPOSITIVE POWER | | |----------------------------------------------------------------- | 10 | SHARED DIPOSITIVE POWER | | 650,000; Beneficial Ownership Disclaimed - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - -------------------------------------------------------------------------------- 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. CUSIP No. 670615 20 2 PAGE 3 OF 5 PAGES ------------- ----- ----- INFORMATION SHEET FOR SCHEDULE 13D ITEM NO. 1 - ---------- Security and Issuer. The security is common stock of Nutrition For Life International, Inc. The address of its principal executive offices is 9101 Jameel, Suite 100, Houston, Texas 77040. ITEM NO. 2 - ---------- Identity and Background. (a) The person filing this statement is Bernard C. Sherman, an executive officer and director of Apotex Foundation and a person who may be considered to control Apotex Foundation. (b) His business address is 150 Signet Drive, Weston, Ontario, Canada M9L 1T9. (c) His present principal occupation or employment is as CEO of Apotex, Inc., which manufactures generic pharmaceutical products. Its address is 150 Signet Drive, Weston, Ontario, Canada M9L 1T9. (d) He has not been convicted during the last five years in a criminal proceeding described in Item 2(d). (e) During the last five years, Mr. Sherman was a party to an administrative proceeding before the United States Securities and Exchange Commission, and as a result of such proceeding, Mr. Sherman was and is the subject of a cease and desist order of the Commission ordering Mr. Sherman to cease and desist from commiting or causing violations or future violations of Sections 10(b), 13(g) and 16(a), and rules promulgated thereunder, of the Securities Exchange Act of 1934 (Release No. 34378). (f) Mr. Sherman is a Canadian citizen. ITEM NO. 3 - ---------- Source and Amount of Funds or Other Consideration. The Shares to which this statement refers were purchased entirely from working capital assets of Apotex Foundation, in the amount of $6,747,000. ITEM NO. 4 - ---------- Purpose of Transaction. The securities of the issuer were acquired solely for the purpose of investment. There are no plans or proposals which relate to any of the matters specified in the subparagraph of Item No. 4. CUSIP No. 670615 20 2 PAGE 4 OF 5 PAGES ------------- ----- ----- ITEM NO. 5 - ---------- Interest in Securities of the Issuer. (a) With respect to 650,000 shares of Nutrition For Life International, Inc. held in the name of Apotex Foundation, and which comprise approximately 11.6% of the outstanding class of such securities, Mr. Sherman disclaims beneficial ownership of such shares. This filing is not to be construed as an admission that Mr. Sherman is, for the purposes of Section 13(d) or Section 13(g), the beneficial owner of the shares owned by Apotex Foundation. In addition to the foregoing shares, Mr. Sherman, in his capacity as president and director of Shermfin Corp., the owner of 565,390 shares of Nutrition For Life International, Inc., may be deemed the beneficial owner of such shares, which constitute an additional 10.2% of the outstanding class of such securities. Collectively, all of the shares described above in this paragraph consist of 1,215,390 shares of Nutrition For Life International, Inc., or 21.8% of the outstanding class of such securities. (b) Mr. Sherman, together with the other directors of Apotex Foundation, share the power to direct the vote by Apotex Foundation of the shares of Nutrition For Life International, Inc. owned by Apotex Foundation. In addition, Mr. Sherman shares the power to direct the vote by Shermfin Corp. of the shares of Nutrition For Life International, Inc. owned by Shermfin Corp. (c) There were no transactions by Mr. Sherman in the class of securities reported on that were effected during the past sixty days by him. (d) None. (e) Not applicable. ITEM NO. 6 - ---------- Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. ITEM NO. 7 Material to be Filed as Exhibits. None. - ---------- CUSIP No. 670615 20 2 PAGE 5 OF 5 PAGES ------------- ----- ----- 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. By: /s/ Bernard C. Sherman ------------------------------------ Signature April 28, 1997 ------------------------------------ Date -----END PRIVACY-ENHANCED MESSAGE-----