1 Filed pursuant to Rule 424(b)(3) Registration No. 333-10057 FLORAFAX INTERNATIONAL, INC. Supplement No. 1 Dated November 13, 1997 to Prospectus Dated August 13, 1996 This Supplement No. 1 supplements Florafax International, Inc. (the "Company") Prospectus dated August 13, 1996 (the "Prospectus"), which forms a part of the Form S-3 Registration Statement No. 333-10057 relating to 2,791,945 shares of Company common stock, par value $.01 per share ("Common Stock"). By this Supplement No. 1, the Company hereby amends the Prospectus as follows: HISTORY OF OPERATING LOSSES The Company incurred losses of $401,000.00 and $311,000.00, respectively, during fiscal years 1993 and 1994; however, during fiscal year 1995, the Company reported a net income of $707,000.00, and during fiscal year 1996, the Company reported a net income of $2,262,000.00. During the most recently ended fiscal year, being August 31, 1997, the Company reported a net income of $3,433,000.00. SHARES ELIGIBLE FOR FUTURE SALE As of the date of the Prospectus, the Company had outstanding 6,138,561 shares of Common Stock. In addition, the Company had outstanding stock options to purchase 221,000 shares of its Common Stock. As of the date of this Supplement No. 1, the Company has outstanding 7,745,029 shares of Common Stock, the Company has outstanding stock options to purchase 888,250 shares of its Common Stock, and the Company has outstanding warrants to purchase 630,967 shares of its Common Stock. If all of the shares issuable upon exercise of these options and warrants are issued, the Company will have an additional 1,519,217 shares of Common Stock outstanding, all of which will be eligible for resale into the public markets after any applicable vesting periods. The sale of such shares in the public markets could have a material adverse effect on the trading price of the Company's Common Stock. NASDAQ LISTING AND MARKET ILLIQUIDITY As of the date of this Supplement No. 1, the Common Stock of the Company is now listed on the NASDAQ Small Cap Market ("NSCM"). Continued inclusion of such securities on the NSCM will, unless the NASD grants a specific exemption from any particular requirement, require that (i) the Company maintain at least $2,000,000 in net tangible assets; market capitalization of $35,000,000, or net income of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years, (ii) the minimum bid price for the Common Stock be at least $1.00 per share, (iii) the public float consist of at least 500,000 shares of Common Stock, valued in the aggregate at more than $1,000,000, (iv) the Common Stock have at least two (2) registered market makers and (v) the Common Stock be held by at least 300 holders. If the Company is unable to satisfy such maintenance requirements, the Company's securities may be de-listed from the NSCM. In such event, trading, if any, in the Common Stock would thereafter be conducted in the over-the-counter market in the so-called "pink sheets" or the "NASD's OTC Electronic Bulletin Board." 2 VOTING CONTROL As of the date of this Supplemental No. 1, the directors and executive officers of the Company, as a group, now have sole voting and investment power of approximately forty-five percent (45%) of the Company's outstanding Common Stock, assuming that all shares to be offered hereby are sold. In addition, Laifer Capital Management, Inc. ("Laifer") has the sole voting and investment power of approximately twenty-four percent (24%) of the Company's outstanding Common Stock. Therefore, either the directors and executive officers of the Company, or Laifer, or both, exercise practical voting control over the affairs of the Company. MAJOR CUSTOMER DEPENDENCE As stated in the Prospectus, the Company's wholly-owned subsidiary, Credit Card Management System, Inc. ("CCMS"), provides Service Corporation International ("SCI") with credit card and charge card processing services to its funeral and cemetery divisions. During fiscal year 1995, CCMS received estimated net revenues of $109,200.00 from SCI. During fiscal year 1996, CCMS received estimated net revenues of $139,000.00 from SCI, and during fiscal year 1997, CCMS received estimated net revenues of $217,000.00 from SCI.