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): September 6, 2002
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HAUSER, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17174 84-0926801
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
20710 S. Alameda Street
Long Beach, CA 90810-1107 90810
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (310) 637-9566
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Item 5. Other Events.
On September 6, 2002, Wells Fargo Bank, N.A. ("Wells Fargo") agreed to
amend the terms of Hauser, Inc.'s (the "Company") Amended and Restated Credit
Agreement (the "Amended Credit Facility"), which it entered into with Wells
Fargo on December 7, 2001. Pursuant to the terms of this amendment (the
"Amendment"), (i) the maturity date of the term note was extended from August
31, 2002 to September 10, 2002; (ii) the maturity date of the revolving credit
note was extended from August 31, 2002 to October 31, 2002; (iii) the interest
rate on the term note was increased from prime rate plus a margin of 3% to prime
rate plus a margin of 5%; (iv) the interest rate on the revolving credit note
was increased from prime rate plus a margin of 2% to prime rate plus a margin of
4%; (v) amounts available pursuant to the revolving credit note were reduced
from $10,750,000 to $9,500,000; and (vi) the Company's consolidated tangible net
worth covenant was amended to extend the test date for the consolidated net
worth from June 30, 2002 to August 31, 2002. On September 6, 2002, the Company
paid the outstanding balance on the term note.
The terms of the Amendment were effective as of August 31, 2002. The
Company is engaged in discussions which could result in the Company obtaining
funds to pay the outstanding loans to Wells Fargo and permit the Company to
obtain a new line of credit to finance operations. There can be no assurance
that the requisite funds will be obtained. Arthur Andersen LLP, the former
auditors for the Company, issued an opinion in connection with their audit for
the fiscal year ended March 31, 2002, which stated that there is a substantial
doubt about the ability of the Company to continue as a going concern.
The foregoing description of the Amendment is qualified in its entirety by
reference to such agreement, a copy of which has been filed as Exhibit 10.1 to
this Form 8-K and is incorporated herein by reference.
The foregoing descriptions of the term note and the revolving credit note
are qualified in their entirety by reference to such notes, copies of which have
been filed as Exhibits 10.2 and 10.3, respectively, to this Form 8-K and are
incorporated herein by reference.
On September 9, 2002, the Company issued a press release relating to the
Amendment, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
10.1 Amendment No. 2 to Credit Agreement, effective as of August 31,
2002, by and among Hauser, Inc., Hauser Technical Services, Inc.,
Botanicals International Extracts, Inc., Zetapharm, Inc. and
Wells Fargo Bank, N.A.
10.2 Term Note, dated August 31, 2002.
10.3 Revolving Credit Note, dated August 31, 2002.
99.1 Press Release, dated September 9, 2002.
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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.
HAUSER, INC.
Dated: September 17, 2002 By: /s/ Kenneth C. Cleveland
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Name: Kenneth C. Cleveland
Title: President and Chief
Executive Officer
Exhibit Index
Exhibit No. Description
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10.1 Amendment No. 2 to Credit Agreement, effective as of August 31,
2002, by and among Hauser, Inc., Hauser Technical Services, Inc.,
Botanicals International Extracts, Inc., Zetapharm, Inc. and
Wells Fargo Bank, N.A.
10.2 Term Note, dated August 31, 2002.
10.3 Revolving Credit Note, dated August 31, 2002.
99.1 Press Release, dated September 9, 2002.