-----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, Do/CA8jvuWBbIHhD1VWNRzssZYDJu7PWG89HGyFhb5jXBBx5igegBsCAmhP7wk5J sGd0jEQ3EOXKo1gMnjNNdw== 0000950136-98-000247.txt : 19980211 0000950136-98-000247.hdr.sgml : 19980211 ACCESSION NUMBER: 0000950136-98-000247 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980210 SROS: NONE 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: 98526550 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: TEEGER JOHN L CENTRAL INDEX KEY: 0000925768 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. - ------------------------------------------------------------------------------- (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 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 25, 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. [ ] 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 John L. Teeger - ------------------------------------------------------------------------------- 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 474,000 shares OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 5,000 shares WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 474,000 shares ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,000 shares - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,000 SHARES - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 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. 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. (the "Company") 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: John L. Teeger (b) Residence: 96 Ivy Way Port Washington, NY 11050 (c) Principal Occupation Vice Chairman, Chief Financial Officer and Business Address: and director of the Company * (d) Criminal Conviction: None (e) Civil Proceeding: None (f) Citizenship: United States *As of the date of the last reportable event During the last five years, Mr. Teeger: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (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. Teeger 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 Management Services, Inc., of which he is an officer, director and principal stockholder ("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, each convertible into shares of common stock, subject to certain adjustments; (b) Mr. Teeger and his wife purchased an aggregate of 10,000 shares and 5,000 shares, respectively, of Preferred Stock in the private placement, as to which shares Mr. Teeger is deemed to beneficially own. (ii) In June 1997, Mr. Teeger 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) The 15,625 shares owned by Mr. Teeger's daughter, Tamara, which were previously reported as beneficially owned by Mr. Teeger are no longer beneficially owned by him since his daughter is now an adult no longer living in the same home as Mr. Teeger. As a result, Mr. Teeger is deemed the beneficial holder of an aggregate of 479,000 shares of the Common Stock of the Company. ITEM 4. PURPOSE OF TRANSACTION. ITEM 4 IS HEREBY AMENDED TO ADD AS FOLLOWS: Mr. Teeger received 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. Teeger 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. The purchase of the 15,000 shares of Preferred Stock by Mr. Teeger and his wife in September 1996, HEALTHRITE INC. - 4 - SCHEDULE 13D was effected because they believed that the equity acquired represented an attractive investment opportunity and would enhance Mr. Teeger's equity position in the Company. Except for the foregoing, and subject to his right to change, Mr. Teeger 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. The foregoing is subject to change and, accordingly, Mr. Teeger may in the future acquire additional shares of Common Stock for such purposes. 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) John L. Teeger beneficially owns 479,000 shares of common stock (approximately 11.0% of the shares outstanding). (b) Mr. Teeger has sole power to vote and sole authority to dispose or direct the disposition of 474,000 shares of Common Stock, including 10,000 shares issuable upon conversion of a like number of shares of Preferred Stock. Mr. Teeger shares voting or dispositive power with respect to the 5,000 shares of Common Stock beneficially owned by his wife, which shares are issuable upon conversion of a like number of shares of Preferred Stock. (c) Mr. Teeger has not effected any transaction in the shares of Common Stock during the past sixty (60) days. (d) Mr. Teeger 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 None. 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: February 2, 1998, as of July 25, 1997 /s/ John L. Teeger ----------------------------- John L. Teeger HEALTHRITE INC. -----END PRIVACY-ENHANCED MESSAGE-----