UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File No. 333-36379
PACIFICHEALTH LABORATORIES, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 22-3367588
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Matawan Road, - Suite 420
Matawan, NJ 07747
(Address of principal executive offices)
732/739-2900
(Issuer's telephone number)
Internet Website: www.pacifichealthlabs.com
-------------------------
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.0025 per share.
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [_]
The issuer's revenues for its most recent fiscal year were $5,453,573.
As of March 24, 2004, the aggregate market value of the common stock held by
non-affiliates based on the closing sale price of the common stock, was
$6,251,974.
As of March 24, 2004, the issuer had 10,240,545 shares of common stock
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
PACIFICHEALTH LABORATORIES, INC.
By this Amendment, the Company hereby amends and restates Item 11.,
Security Ownership of Certain Beneficial Owners and Management, of its Form
10-KSB for fiscal year ended December 31, 2003, which was filed with the SEC on
March 29, 2004 (the "2003 10-KSB") and refiles a corrected Exhibit 23.1, Consent
of Eisner LLP, which was filed with the 2003 Form 10-KSB. Item 11. contained
herein amends and restates Item 11 contained in the 2003 10-KSB in its entirety
and Exhibit 23.1 attached hereto amends and restates Exhibit 23.1 attached to
the 2003 Form 10-KSB in its entirety.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 24, 2004, the Company had 10,240,545 shares of common stock
outstanding. The following table sets forth information concerning the present
ownership of the Company's common stock by the Company's directors, executive
officers and each person known to the Company to be the beneficial owner of more
than five percent of the outstanding shares of the Company's common stock.
Common Stock (2) Common Stock (2)
Name and Address (1) Amount Beneficially Owned Percentage of Class
-------------------- ------------------------- -------------------
Robert Portman (3) 2,961,051 25.4%
President, Chief Executive Officer and
a Director
Stephen P. Kuchen (4) 86,044 *
Vice President, Chief Financial
Officer and a Director
Bruce Bollinger (5) 35,000 *
Executive Vice President- Marketing
David I. Portman (6) 468,928 4.5%
Secretary and a Director
Michael Cahr (7) 20,000 *
Director
Joseph Harris (8) 21,000 *
Director
Greg Horn (9) 811,711 7.7%
Director
Executive Officers and Directors 4,403,734 36.0%
as a group (7 persons)
GlaxoSmithKline PLC 541,711 5.3%
Glaxo Wellcome House
Berkeley Avenue
Greenford, Middlesex
England UB6 0NN
Matthew Smith 954,144 9.0%
241 Central Park West
New York, NY 10024
---------------------------
* Less than one percent
(1) Except as otherwise indicated, the address of each person named in the
above table is c/o PacificHealth Laboratories, Inc., 100 Matawan Road,
Suite 420, Matawan, NJ 07747.
(2) Common Stock which is issuable upon the exercise of a stock option which is
presently exercisable or which becomes exercisable within sixty days is
considered outstanding for the purpose of computing the percentage
ownership (x) of persons holding such options, and (y) of officers and
directors as a group with respect to all options held by officers and
directors.
(3) Includes 800,000 shares issuable upon the exercise of options granted under
the Company's 1995 Incentive Stock Option Plan ("1995 Plan"); 460,000
shares issuable upon the exercise of options granted under the Company's
2000 Incentive Stock Option Plan ("2000 Plan"); and 160,428 shares issuable
upon the exercise of warrants issued pursuant to a 2003 Private Placement.
Does not include 200,000 shares of Common Stock owned by Jennifer Portman,
Dr. Portman's wife, individually and as Trustee for his and her minor
children, as to which Dr. Portman disclaims beneficial ownership.
(4) Includes 55,000 shares issuable upon the exercise of options granted under
the 1995 Plan; 15,000 shares issuable upon the exercise of options granted
under the 2000 Plan; and 5,348 shares issuable upon the exercise of
warrants issued pursuant to a 2003 Private Placement.
(5) Includes 35,000 shares issuable upon the exercise of options granted under
the 2000 Plan.
(6) Includes 20,000 shares issuable upon the exercise of options granted under
the Company's 1995 Plan; 53,476 shares issuable upon the exercise of
warrants granted pursuant to a 2003 Private Placement; and 100,000 shares
issuable upon exercise of warrants issued pursuant to a 2001 debt
financing.
(7) Includes 20,000 shares issuable upon the exercise of options granted under
the 1995 Plan
(8) Includes 20,000 shares issuable upon the exercise of options granted under
the 1995 Plan
(9) Includes 10,000 shares issuable upon the exercise of options granted under
the 1995 Plan; 10,000 shares issuable upon the exercise of options granted
under the 2000 Plan; and 213,904 shares issuable upon the exercise of
warrants issued pursuant to a 2003 Private Placement. Does not include
53,476 shares of Common Stock owned by Mr. Horn's mother and 357,143 shares
of Common Stock owned by Mr. Horn's father as to which Mr. Horn disclaims
beneficial ownership.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PacificHealth Laboratories, Inc.
By: s/Robert Portman
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Robert Portman, President, Chief Executive Officer
Date: April 5, 2004
In accordance with the Securities Exchange Act of 1934 and the requirements of
Form 10-KSB, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dated indicated.
s/Robert Portman Director and Chief April 5, 2004
------------------------------------ Executive Officer
Robert Portman
s/Stephen P. Kuchen Director and Principal April 5, 2004
------------------------------------ Financial and Accounting
Stephen P. Kuchen Officer
s/David I. Portman Director and Secretary April 5, 2004
------------------------------------
David I. Portman
s/Michael Cahr Director April 5, 2004
------------------------------------
Michael Cahr
s/Joseph Harris Director April 5, 2004
------------------------------------
Joseph Harris