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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): DECEMBER 14, 2005
PACIFICHEALTH LABORATORIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-23495 22-3367588
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
100 MATAWAN ROAD, SUITE 420, MATAWAN, NJ 07747-3913
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 739-2900
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Mr. Gary Paxton has resigned as a director of PacificHealth
Laboratories, Inc. Mr. Paxton was elected to the Board of Directors pursuant to
Pacifichealth's Amended and Restated Investor Rights Agreement with Hormel
Health Labs, LLC ("Hormel") as the holder of all of Pacifichealth's outstanding
Series A Preferred Stock. That agreement provides the holders of the Series A
Preferred Stock with the right to designate an individual to be nominated to the
Company Board of Directors, provided that such designee would be considered an
independent director. Mr. Paxton resigned form Pacifichealth's Board of
Directors in connection with his retirement from employment with Hormel and its
affiliates.
On December 14, 2005, the Board of Directors accepted Mr. Paxton's
resignation and elected. Gary Jamison to fill the vacancy. Mr. Jamison was
nominated by Hormel pursuant to the Amended and Restated Investor Rights
Agreement. Mr. Jamison is currently controller for the Specialty Foods Group of
Hormel Foods Corporation ("HFC"), a publicly traded company. Mr. Jamison started
with HFC in June of 1988 and has held various jobs within HFC in cost
accounting, audit, marketing and management in addition to his current position.
Mr. Jamison graduated from Concordia College in Moorhead, Minnesota with a B.A.
in Accounting.
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SIGNATURE
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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.
PACIFICHEALTH LABORATORIES, INC.
Dated: January 6, 2006 By: /s/ Stephen P. Kuchen
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Stephen P. Kuchen
Chief Financial Officer
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