SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    OCTOBER 10, 1997

                              VITECH AMERICA, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
             
             

          FLORIDA                      0-21369                 65 041 9086
----------------------------        ----------------        -------------------
(State or other jurisdiction        (Commission File         (IRS Employer
 or incorporation)                      Number)             Identification No.)

                8807 NORTHWEST 23RD STREET, MIAMI, FLORIDA 33172
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)
          

Registrant's telephone number, including area code  (305) 477-1161

                                      N/A
           ------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


ITEM 5. OTHER EVENTS.

         On October 10, 1997, Vitech America, Inc. (the "Company") completed a
Private Placement of 10% Convertible Promissory Notes (the "Convertible Notes").
The Private Placement resulted in gross proceeds to the Company of $20,000,000.
The Private Placement was between the Company and four institutional investors.
Each investor received a 10% Convertible Note. The Notes bear interest at 10%
per annum with interest payable monthly beginning December 31, 1997 and the
Notes mature on October 10, 2000. The Notes are initially convertible at a
conversion price of $16.50 (the "Initial Conversion Price") subject to
stock-splits, stock dividends, rights offering by the Company and certain
combinations, capitalizations, reclassifications, extraordinary distributions
and other similar events. In the event that the Company shall have declined to
repay in full, following the exercise by noteholders of the first or second put
right (as defined below), the Initial Conversion Price shall be (i) the lesser
of .85 multiplied by the 10-day weighted average sale price ("VWASP") on Nasdaq
as reported by Bloomberg, LP (or other principal exchange on which the Company's
securities are traded) for the lowest 10-day consecutive period during 30
consecutive trading day period ending one trading day prior to the conversion
date and (ii) $16.50 per share.

         Beginning October 10, 1998 and continuing for a period of 30 days
thereafter, each Noteholder shall have the right ("First Put Right") to request
the Company to repurchase all, but not less than all of the outstanding Notes
held by such Holder at a price equal to 110% of the principal amount thereof,
plus accrued and unpaid interest thereon. Commencing 180 days after the First
Put Date and continuing for a period of 30 days thereafter, each Noteholder
shall have a second right (the "Second Put Right") to request the Company to
repurchase all, but not less than all of the outstanding Notes at a price equal
to 115% of the principal amount thereof plus accrued and unpaid interest
thereon. The purchase price for any Put Right shall be paid in four equal
monthly installments on the last business day of each month commencing on the
first full month following the put notice with respect to the applicable First
or Second Put Right, with interest on each installment at the rate of 10% per
annum. The Company shall have the right at any time from time to time commencing
on October 10, 1998 to purchase from any Holder of the Notes, the Notes at a
call price at 112% of the principal amount, plus accrued in unpaid interest
thereon provided that such call price shall be increased by 1% per month.

         Under the terms of the Agreement, the Company is obligated to prepare
and file a Form S-3 Registration Statement providing for the resale of the
shares of Common Stock issuable upon conversion of the Notes within 120 days of
November 4, 1997 and to use its best efforts to have such Registration Statement
declared effective on or before January 15, 1998. In the event that such
Registration Statement is not declared effective by such date, the Company shall
pay to each Noteholder monthly, the greater of (x) the pro rata portion of an
amount equal to 1.5% of the aggregate outstanding principal amount of the Notes
held by such Holder, which monthly amount will be increased to 2% in the event
that such Registration Statement is not declared effective by February 15, 1998,
or (y) $2,500 for each day the Registration Statement is not declared effective
by January 15, 1998.


<PAGE>


         In no event shall the Company issue more than 19.9% of the then issued
and outstanding shares of Common Stock of the Company, unless the Company shall
obtain stockholder approval or a waiver of such requirement by the Nasdaq Stock
Market. Unless the Company shall have obtained stockholder approval or a waiver
or such requirement by the Nasdaq Stock Market within the time period as set
forth in the Agreement, the principal amount of the Convertible Notes, which may
not be converted because of such limitation, will be payable at a Formula Price
which shall be the amount equal to the greater of (i) the aggregate principal
amount of the Convertible Notes then outstanding, together with all accrued and
unpaid interest thereon, and (ii) the sum of (A) the product of (x) the number
of shares of Common Stock which the Convertible Notes being redeemed are then
convertible at the current conversion price and (y) the VWASP on the date the
Convertible Notes are redeemed, plus (B) accrued and unpaid interest on the
Convertible Notes to the date of repayment.

         The proceeds of sale from the issuance of these securities are being
used to refinance the indebtedness of the Company to George St. Laurent, Jr. in
the aggregate principal amount of approximately $10 million and to fund the
purchase of the acquisition of Microtech Sistemas Industria Y Comercio, S.A. in
an amount equal to approximately $5 million and the remaining funds for general
corporate purposes.

         The Company on October 10, 1997, completed the issuance of an
additional $18,600,000 10% Convertible Notes. The Notes were issued in a private
placement transaction to 52 investors. The Company intends to use the net
proceeds from such offering for expansion of inventory, increase of
manufacturing capacity and repayment of approximately $12,000,000 in short-term
debt to Brazilian banks, currently bearing interest at the rate of 15-26%. The
remaining proceeds will be used for general working capital. This offering,
which was not conditioned on completion of the previously described offering,
provided from the issuance of Convertible Notes containing substantially the
same terms and conditions as set forth above. Although, the Company has agreed
to register shares of Common Stock issuable upon conversion of these Notes 20
days after November 1, 1997 and use its best efforts to have the Registration
Statement declared effective within 90 days of such date. The Company will not
incur any penalties in the event that such registration is not accomplished by
such date.

         The Company incurred fees and expenses equal to approximately 1.75 % of
the gross proceeds of the offerings and issued warrants to purchase 233,940
shares of the Company's Common Stock.

         The above discussion is qualified by its entirety to the Agreements
which are filed with this Report on Form 8-K.


<PAGE>


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         EXHIBITS

         10.1 Securities Purchase Agreement dated October 10, 1997, by and
         between the Company, H.W. Partners, L.P., as Purchaser's Representative
         and Investor.

         10.2 Form of Convertible Promissory Note dated October 10, 1997 for the
         Investors.

         10.3 Put and Call Agreement dated October 10, 1997 between the Company
         and the Investors.

         10.4. Registration Rights Agreement dated October 10, 1997 between the
         Company and the Investors.

         10.5 Form of Convertible Promissory Note dated October 10, 1997.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             VITECH AMERICA, INC.

                                             By: /s/ EDWARD KELLY
                                             -----------------------
                                                 Edward Kelly
                                                 Chief Financial Officer

DATED: October 24, 1997


<PAGE>


                                 EXHIBIT INDEX

EXHIBIT                           DESCRIPTION
-------                           -----------

 10.1          Securities Purchase Agreement dated October 10, 1997, by and
               between the Company, H.W. Partners, L.P., as Purchaser's
               Representative and Investor.

 10.2          Form of Convertible Promissory Note dated October 10, 1997 for
               the Investors.

 10.3          Put and Call Agreement dated October 10, 1997 between the Company
               and the Investors.

 10.4          Registration Rights Agreement dated October 10, 1997 between the
               Company and the Investors.

 10.5          Form of Convertible Promissory Note dated October 10, 1997.
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    OCTOBER 10, 1997

                              VITECH AMERICA, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
             
             

          FLORIDA                      0-21369                 65 041 9086
----------------------------        ----------------        -------------------
(State or other jurisdiction        (Commission File         (IRS Employer
 or incorporation)                      Number)             Identification No.)

                8807 NORTHWEST 23RD STREET, MIAMI, FLORIDA 33172
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)
          

Registrant's telephone number, including area code  (305) 477-1161

                                      N/A
           ------------------------------------------------------------
          (Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.

         On October 10, 1997, Vitech America, Inc. (the "Company") completed a
Private Placement of 10% Convertible Promissory Notes (the "Convertible Notes").
The Private Placement resulted in gross proceeds to the Company of $20,000,000.
The Private Placement was between the Company and four institutional investors.
Each investor received a 10% Convertible Note. The Notes bear interest at 10%
per annum with interest payable monthly beginning December 31, 1997 and the
Notes mature on October 10, 2000. The Notes are initially convertible at a
conversion price of $16.50 (the "Initial Conversion Price") subject to
stock-splits, stock dividends, rights offering by the Company and certain
combinations, capitalizations, reclassifications, extraordinary distributions
and other similar events. In the event that the Company shall have declined to
repay in full, following the exercise by noteholders of the first or second put
right (as defined below), the Initial Conversion Price shall be (i) the lesser
of .85 multiplied by the 10-day weighted average sale price ("VWASP") on Nasdaq
as reported by Bloomberg, LP (or other principal exchange on which the Company's
securities are traded) for the lowest 10-day consecutive period during 30
consecutive trading day period ending one trading day prior to the conversion
date and (ii) $16.50 per share.

         Beginning October 10, 1998 and continuing for a period of 30 days
thereafter, each Noteholder shall have the right ("First Put Right") to request
the Company to repurchase all, but not less than all of the outstanding Notes
held by such Holder at a price equal to 110% of the principal amount thereof,
plus accrued and unpaid interest thereon. Commencing 180 days after the First
Put Date and continuing for a period of 30 days thereafter, each Noteholder
shall have a second right (the "Second Put Right") to request the Company to
repurchase all, but not less than all of the outstanding Notes at a price equal
to 115% of the principal amount thereof plus accrued and unpaid interest
thereon. The purchase price for any Put Right shall be paid in four equal
monthly installments on the last business day of each month commencing on the
first full month following the put notice with respect to the applicable First
or Second Put Right, with interest on each installment at the rate of 10% per
annum. The Company shall have the right at any time from time to time commencing
on October 10, 1998 to purchase from any Holder of the Notes, the Notes at a
call price at 112% of the principal amount, plus accrued in unpaid interest
thereon provided that such call price shall be increased by 1% per month.

         Under the terms of the Agreement, the Company is obligated to prepare
and file a Form S-3 Registration Statement providing for the resale of the
shares of Common Stock issuable upon conversion of the Notes within 120 days of
November 4, 1997 and to use its best efforts to have such Registration Statement
declared effective on or before January 15, 1998. In the event that such
Registration Statement is not declared effective by such date, the Company shall
pay to each Noteholder monthly, the greater of (x) the pro rata portion of an
amount equal to 1.5% of the aggregate outstanding principal amount of the Notes
held by such Holder, which monthly amount will be increased to 2% in the event
that such Registration Statement is not declared effective by February 15, 1998,
or (y) $2,500 for each day the Registration Statement is not declared effective
by January 15, 1998.
In no event shall the Company issue more than 19.9% of the then issued
and outstanding shares of Common Stock of the Company, unless the Company shall
obtain stockholder approval or a waiver of such requirement by the Nasdaq Stock
Market. Unless the Company shall have obtained stockholder approval or a waiver
or such requirement by the Nasdaq Stock Market within the time period as set
forth in the Agreement, the principal amount of the Convertible Notes, which may
not be converted because of such limitation, will be payable at a Formula Price
which shall be the amount equal to the greater of (i) the aggregate principal
amount of the Convertible Notes then outstanding, together with all accrued and
unpaid interest thereon, and (ii) the sum of (A) the product of (x) the number
of shares of Common Stock which the Convertible Notes being redeemed are then
convertible at the current conversion price and (y) the VWASP on the date the
Convertible Notes are redeemed, plus (B) accrued and unpaid interest on the
Convertible Notes to the date of repayment.

         The proceeds of sale from the issuance of these securities are being
used to refinance the indebtedness of the Company to George St. Laurent, Jr. in
the aggregate principal amount of approximately $10 million and to fund the
purchase of the acquisition of Microtech Sistemas Industria Y Comercio, S.A. in
an amount equal to approximately $5 million and the remaining funds for general
corporate purposes.

         The Company on October 10, 1997, completed the issuance of an
additional $18,600,000 10% Convertible Notes. The Notes were issued in a private
placement transaction to 52 investors. The Company intends to use the net
proceeds from such offering for expansion of inventory, increase of
manufacturing capacity and repayment of approximately $12,000,000 in short-term
debt to Brazilian banks, currently bearing interest at the rate of 15-26%. The
remaining proceeds will be used for general working capital. This offering,
which was not conditioned on completion of the previously described offering,
provided from the issuance of Convertible Notes containing substantially the
same terms and conditions as set forth above. Although, the Company has agreed
to register shares of Common Stock issuable upon conversion of these Notes 20
days after November 1, 1997 and use its best efforts to have the Registration
Statement declared effective within 90 days of such date. The Company will not
incur any penalties in the event that such registration is not accomplished by
such date.

         The Company incurred fees and expenses equal to approximately 1.75 % of
the gross proceeds of the offerings and issued warrants to purchase 233,940
shares of the Company's Common Stock.

         The above discussion is qualified by its entirety to the Agreements
which are filed with this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         EXHIBITS

         10.1 Securities Purchase Agreement dated October 10, 1997, by and
         between the Company, H.W. Partners, L.P., as Purchaser's Representative
         and Investor.

         10.2 Form of Convertible Promissory Note dated October 10, 1997 for the
         Investors.

         10.3 Put and Call Agreement dated October 10, 1997 between the Company
         and the Investors.

         10.4. Registration Rights Agreement dated October 10, 1997 between the
         Company and the Investors.

         10.5 Form of Convertible Promissory Note dated October 10, 1997.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             VITECH AMERICA, INC.

                                             By: /s/ EDWARD KELLY
                                             -----------------------
                                                 Edward Kelly
                                                 Chief Financial Officer

DATED: October 24, 1997
EXHIBIT INDEX

EXHIBIT                           DESCRIPTION
-------                           -----------

 10.1          Securities Purchase Agreement dated October 10, 1997, by and
               between the Company, H.W. Partners, L.P., as Purchaser's
               Representative and Investor.

 10.2          Form of Convertible Promissory Note dated October 10, 1997 for
               the Investors.

 10.3          Put and Call Agreement dated October 10, 1997 between the Company
               and the Investors.

 10.4          Registration Rights Agreement dated October 10, 1997 between the
               Company and the Investors.

 10.5          Form of Convertible Promissory Note dated October 10, 1997.