SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)(1)
HAUSER, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
419141403
--------------------------------------------------------------------------------
(CUSIP Number)
Peter Hafermann
Zuellig Botanicals, Inc.
2550 El Presidio Street
Long Beach, CA 90810
(310) 637-9566
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Mark C. Easton, Esq.
O'Melveny & Myers, LLP
400 South Hope Street
Los Angeles, CA 90071
(213) 430-6549
October 29, 2003
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
----------
(1) 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 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).
CUSIP No.419141403 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zuellig Group N.A., Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
3,186,215**
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,186,215**
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,193,426
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%***
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes right of Zatpack, Inc. to acquire 992,789 shares through exercise
of a warrant.
*** Based on 6,436,891 shares of Issuer's common stock, $0.001 par value per
share, outstanding as of February 11, 2003, as set forth in the Issuer's
Quarterly Report on Form 10-Q for the period ended December 31, 2002, filed
with the SEC on February 14, 2003.
CUSIP No.419141403 13D Page 3 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zuellig Botanicals, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
3,186,215**
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,186,215**
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,204,955
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%***
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes right of Zatpack, Inc. to acquire 992,789 shares through exercise
of a warrant.
*** Based on 6,436,891 shares of Issuer's common stock, $0.001 par value per
share, outstanding as of February 11, 2003, as set forth in the Issuer's
Quarterly Report on Form 10-Q for the period ended December 31, 2002, filed
with the SEC on February 14, 2003.
CUSIP No.419141403 13D Page 4 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zatpack, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 992,789**
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
3,186,215**
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 992,789**
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,186,215**
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,186,215**
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%***
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes right of Zatpack, Inc. to acquire 992,789 shares through exercise
of a warrant.
*** Based on 6,436,891 shares of Issuer's common stock, $0.001 par value per
share, outstanding as of February 11, 2003, as set forth in the Issuer's
Quarterly Report on Form 10-Q for the period ended December 31, 2002, filed
with the SEC on February 14, 2003.
CUSIP No.419141403 13D Page 5 of 6 Pages
SCHEDULE 13D
This Amendment No. 5 amends the Schedule 13D filed on June 24, 1999, as
amended by Amendment No. 1, filed on January 14, 2000, as further amended by
Amendment No. 2, filed on July 10, 2001, as further amended by Amendment No. 3,
filed on December 19, 2001, and as further amended by Amendment No. 4, filed on
February 6, 2002 (as so amended, the "Schedule 13D") on behalf of Zatpack Inc.
("Zatpack"), an international business company organized under the laws of the
British Virgin Islands, Zuellig Group N.A., Inc. ("ZGNA"), a Delaware
corporation and a wholly owned subsidiary of Zatpack, and Zuellig Botanicals,
Inc. ("ZBI"), a Delaware corporation and a wholly owned subsidiary of ZGNA
(Zatpack, ZGNA and ZBI are collectively referred to as the "Reporting Persons"),
relating to the common stock, par value $.001 per share ("Common Stock"), of
Hauser, Inc. (the "Issuer"). Unless otherwise indicated herein, each capitalized
term used but not defined herein shall have the meaning assigned to such term in
the Schedule 13D, as amended (the "Schedule 13D").
Item 2. Identity and Background.
The lists of executive officers and directors of the Reporting Persons
referred to in paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D
are hereby amended and restated in their entirety and attached hereto as
Exhibits A, B and C.
Paragraphs (d) and (e) of Item 2 are hereby amended and restated in
their entirety as follows:
(d) None of the Reporting Persons, nor, to the best of their
knowledge any of the directors, executive officers, persons controlling
any of the Reporting Persons, or executive officers and directors of
any corporation or other person ultimately in control of such Reporting
Persons and as set forth in Exhibits A, B and C attached hereto, has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their
knowledge any of the directors, executive officers, persons controlling
any of the Reporting Persons, or executive officers and directors of
any corporation or other person ultimately in control of such Reporting
Persons and as set forth in Exhibits A, B and C attached hereto, has,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraph after the
last paragraph of Item 4 of the Schedule 13D:
On October 15, 2003, ZBI, the Issuer and Botanicals International
Extracts, Inc. ("BIE" and together with Issuer, the "Sellers") entered into
an Asset Purchase Agreement (the "Asset Purchase Agreement"), pursuant to
which the Sellers have agreed to sell, at Closing (as defined in the Asset
Purchase Agreement), substantially all of the assets of BIE's business of
manufacturing, marketing and distributing certain botanical extracts, dietary
and nutritional supplements, nutraceuticals and vitamins (the "Business") to
ZBI in exchange for cash, future royalty payments on certain products,
billing and collection services and the assumption of certain liabilities by
ZBI (the "Transaction").
The consummation of the Transaction and the other transactions
contemplated by the Asset Purchase Agreement and any ancillary documents are
subject to the satisfaction or waiver of several closing conditions,
including but not limited to approval by the Bankruptcy Court (as defined in
the Asset Purchase Agreement), the absence of any developments or changes
that would have a material adverse effect on the assets being acquired by ZBI
or the Business, ZBI obtaining financing from Wells Fargo Bank, N.A.,
delivery to ZBI of agreements not to sue from certain of the Sellers'
unsecured creditors and certain other closing conditions typical for
transactions of this type. Prior to the Closing, ZBI or the Sellers may
terminate the Asset Purchase Agreement under certain circumstances, in each
case as set forth in the Asset Purchase Agreement. There can be no assurance
that the Transaction will be consummated.
Item 7. Material to be Filed as Exhibits.
The following exhibits are hereby amended and restated in their entirety:
o Exhibit A: Information relating to Directors and Officers of Zuellig
Group N.A., Inc.
o Exhibit B: Information relating to Directors and Officers of Zuellig
Botanicals, Inc.
o Exhibit C: Information relating to Directors of Zatpack, Inc.
The following exhibits are being filed pursuant to this Amendment No. 5 to
the Schedule 13D:
o Exhibit M: Revocation of Powers of Attorney executed in connection with
the filings under the Securities Exchange Act of 1934.
o Exhibit N: Asset Purchase Agreement dated as of October 15, 2003, by
and among Hauser, Inc., Botanical International Extracts, Inc., and
Zuellig Botanicals, Inc. (Incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K filed with the SEC on October 27,
2003).
CUSIP No.419141403 13D Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 27, 2003
Zatpack, Inc.
By: /s/ David Turner
------------------------------------
David Turner
Director
Zuellig Group N.A., Inc.
By: /s/ David Turner
------------------------------------
David Turner
Chairman
Zuellig Botanicals, Inc.
By: /s/ Peter Hafermann
------------------------------------
Peter Hafermann
President
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).