-----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, R4EySDSFbym+1Py6xY8y3ZLnAg9xLNZe8xZTP2hVqP9qA/yM/L/eoaR7p7gqfEaV aEEvvrj5irxnaPIdt9HZYg== 0000950144-96-007496.txt : 19961104 0000950144-96-007496.hdr.sgml : 19961104 ACCESSION NUMBER: 0000950144-96-007496 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961101 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REXALL SUNDOWN INC CENTRAL INDEX KEY: 0000901620 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 591688986 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-13379 FILM NUMBER: 96652618 BUSINESS ADDRESS: STREET 1: 851 BROKEN SOUND PARKWAY N W CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 4072419400 MAIL ADDRESS: STREET 1: 4031 NE 12TH TERRACE CITY: FT LAUDERDALE STATE: FL ZIP: 33334 S-1/A 1 REXALL SUNDOWN AMENDMENT NO. 2 TO FORM S-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1996 REGISTRATION NO. 333-13379 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- REXALL SUNDOWN, INC. (Exact name of Registrant as Specified in its Charter) --------------------- FLORIDA 59-1688986 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.)
851 BROKEN SOUND PARKWAY, NW BOCA RATON, FLORIDA 33487 (561) 241-9400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) --------------------- RICHARD WERBER, ESQ. VICE PRESIDENT-LEGAL AFFAIRS, GENERAL COUNSEL AND SECRETARY REXALL SUNDOWN, INC. 851 BROKEN SOUND PARKWAY, NW BOCA RATON, FLORIDA 33487 (561) 241-9400 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) --------------------- COPIES OF COMMUNICATIONS TO: PAUL BERKOWITZ, ESQ. JEFFREY M. STEIN, ESQ. GREENBERG, TRAURIG, HOFFMAN, KING & SPALDING LIPOFF, ROSEN & QUENTEL, P.A. 191 PEACHTREE STREET 1221 BRICKELL AVENUE ATLANTA, GEORGIA 30303-1763 MIAMI, FLORIDA 33131 (404) 572-4600 (305) 579-0500
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THIS AMENDMENT NO. 2 IS BEING FILED FOR THE SOLE PURPOSE OF FILING EXHIBITS 5.1 AND 23.1 3 PART II ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------ ----------------------------------------------------------------------------------- 1.1 -- Underwriting Agreement** 5.1 -- Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.* 23.1 -- Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (contained in Exhibit 5.1 hereto)* 23.2 -- Consent of Coopers & Lybrand L.L.P.** 24.1 -- Power of Attorney (Reference is made to page II-3 of this Registration Statement).**
- --------------- * Filed herewith. ** Previously filed. II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on this 1st day of November, 1996. REXALL SUNDOWN, INC. By: /s/ CARL DESANTIS ------------------------------------ Carl DeSantis, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------------------------------------------- ---------------------------- ------------------ /s/ CARL DESANTIS Chairman of the Board and November 1, 1996 - --------------------------------------------- Chief Executive Officer Carl DeSantis /s/ CHRISTIAN NAST* Director, President and November 1, 1996 - --------------------------------------------- Chief Operating Officer Christian Nast /s/ DEAN DESANTIS* Director and Senior Vice November 1, 1996 - --------------------------------------------- President -- Operations Dean DeSantis /s/ DAMON DESANTIS* Director and Executive Vice November 1, 1996 - --------------------------------------------- President Damon DeSantis /s/ GEARY COTTON* Vice President -- Finance, November 1, 1996 - --------------------------------------------- Chief Financial Officer, Geary Cotton Treasurer and Chief Accounting Officer /s/ NICKOLAS PALIN* Director and Senior Vice November 1, 1996 - --------------------------------------------- President -- Sales and Nickolas Palin Marketing /s/ STANLEY LEEDY* Director November 1, 1996 - --------------------------------------------- Stanley Leedy /s/ RAYMOND MONTELEONE* Director November 1, 1996 - --------------------------------------------- Raymond Monteleone /s/ HOWARD YENKE* Director November 1, 1996 - --------------------------------------------- Howard Yenke *By: /s/ CARL DESANTIS ----------------------------------------- Attorney-in-fact
II-3 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------ ---------------------------------------------------------------------- 5.1 -- Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. 23.1 -- Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (contained in Exhibit 5.1 hereto)
EX-5.1 2 CONSENT GREENBERG TRAURIG 1 EXHIBIT 5.1 November 1, 1996 Rexall Sundown, Inc. 851 Broken Sound Parkway, N.W. Boca Raton, Florida 33487 Re: Registration Statement on Form S-3, Registration No. 333-13379 Ladies and Gentlemen: We have acted as counsel to Rexall Sundown, Inc., a Florida corporation (the "Company"), in connection with the registration statement on Form S-3 (the "Registration Statement") being filed by the Company under the Securities Act of 1933, as amended, with respect to 4,600,000 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), offered by the Company and certain Selling Shareholders. In connection with the Registration Statement, we have examined, considered and relied upon the following documents (collectively, the "Documents"): the Registration Statement; the Company's Articles of Incorporation and Bylaws, as amended to date; records of corporate proceedings of the Company and such other documents and instruments and such matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein. In rendering the opinions set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, and the veracity of the Documents. As to questions of fact material to the opinions expressed herein, we have relied upon documents, records and instruments furnished to us by the Company, without independently verifying the accuracy of such documents, records and instruments. Based upon the foregoing examinations, and subject to the qualifications set forth below, we are of the opinion that (i) the Shares to be sold by the Company have been duly authorized and when issued and delivered in accordance with the terms of the Underwriting Agreement, a form of which has been filed as Exhibit 1.1 to the Registration Statement, will be validly issued, fully paid and non-assessable and (ii) the Shares to be sold by the Selling Shareholders pursuant to the Registration Statement have been duly authorized and issued and are fully paid and non-assessable. Although we have acted as counsel to the Company in connection with certain other matters, our engagement is limited to matters about which we have been consulted. Consequently, there exist matters of a legal nature involving the Company in which we have not been consulted and have not represented the Company. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of this date, and we assume no obligation to update or supplement our opinions to reflect any facts or circumstances that may come to our attention or any change in law that may occur or become effective at a later date. 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus contained in the Registration Statement. In giving such consent we do not admit that we are included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulation promulgated thereunder. Very truly yours, GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A. By: /s/ PAUL BERKOWITZ ------------------------------------ Paul Berkowitz -----END PRIVACY-ENHANCED MESSAGE-----