Superior Supplements, Inc.
Ticker:SPSU 270 Oser Avenue
Exchange:NASDAQ-Small Cap Market Hauppauge, NY 11788
Industry:Manufacturing (SIC Code 2833) (516) 231-0783

Offering Information
Type of Shares:Common Shares Filing Date:8/8/96
U.S. Shares:1,000,000 Offer Date:2/26/97
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:1,000,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $6,000,000 Selling:$0.30
Expenses:$588,800 Reallowance:$0.10
Shares Out After:4,100,000

Primary Underwriting Group
ManagerTierPhone
VTR Capital, Inc.Lead Manager (212) 422-6930

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 6/30/96
Revenue:$0.86Assets:$2.57
Net Income:$0.04Curr Assets:
EPS:$0.01Liabilities:$1.29
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$1.28
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the development, manufacture, marketing and sale of dietary supplements including vitamins, minerals, herbs and specialty nutritional supplements, in bulk tablet, capsule and powder form. The company intends to manufacture a wide variety of products for companies which package and sell through many different channels of distribution, including health food, drug, convenience and mass market stores. On May 14, 1996, the company entered into a supply agreement with PDK Labs, pursuant to which the company agreed to supply PDK with vitamins and dietary supplements manufactured to PDK's specifications in bulk tablet form for a three year period, renewable for successive years thereafter. On May 31, 1996, the company entered into an exclusive supply agreement with Compare Generiks, pursuant to which the company agreed to supply CGI with all of CGI's requirements for vitamins on an exclusive basis for a three year period.

Competition
The market for dietary supplement products is highly competitive in each of the company's existing and anticipated product lines and methods of distribution. Numerous manufacturers and distributors compete with the company for customers throughout the United States and internationally in the bulk packaged dietary supplement industry, selling products to distributors who service health food, drug, convenience and mass market stores, companies that market a branded or generic line of products but do not manufacture these items, and other manufacturers who "outsource" a portion of their needs to supplement their own capacities.

Use of Proceeds
Proceeds from the proposed offering will be used for the acquisition of machinery and equipment, marketing, repayment of certain indebtedness, and working capital.

Additional Underwriter Compensation

Warrant Information
# of Units:500,000
Unit Ticker:SPSUU Unit Price:$12.00
Warrant Ticker:SPSUW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 2 Common Shares + 2 Class A Warrants
Warrant Entitlement: 1 Common Share


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