UNITED STATES
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): July 8, 2004
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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.)
c/o Hauser, Inc.
10990 Wilshire Blvd. 90024
16th Floor --------
Los Angeles, CA Zip Code
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 456-9395
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Registrant's Former Address: 840 Apollo Street, Suite 209
El Segundo, California 90245
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Item 5. Other Events.
On July 8, 2004, Hauser, Inc., a Delaware corporation ("Hauser"), Hauser
Technical Services, Inc., a Delaware corporation and a wholly owned subsidiary
of Hauser ("HTS" and together with Hauser, collectively the "Sellers"), and
Integrated Biopharma, Inc., a Delaware corporation ("Biopharma"), entered into
an Asset Purchase Agreement (the "Purchase Agreement"). The Sellers are
currently debtors in possession in chapter 11 bankruptcy cases pending in the
United States Bankruptcy Court for the Central District of California (the
"Bankruptcy Court").
Pursuant to the terms of the Purchase Agreement, the Sellers agreed to sell
to Biopharma (the "Transaction") the assets of HTS's Contract Research
Organization division relating to contract process research, development,
analytical chemistry and testing services as well as small-scale manufacturing
to the pharmaceutical and fine chemical industries (the "Business") and certain
assets of Hauser for an aggregate of approximately $2,025,000 in cash (the "Cash
Consideration"). Biopharma has also agreed to assume certain related liabilities
as specified in the Purchase Agreement. The Cash Consideration is subject to (i)
a holdback of up to $500,000 if HTS does not receive certain purchase orders on
or prior to the closing of the Transaction, (ii) a downward adjustment pursuant
to a post-closing working capital adjustment and (iii) a downward adjustment in
the event Biopharma does not assume a certain lease relating to one of HTS's
facilities.
The conditions to closing the Transaction include, among other things,
Bankruptcy Court approval, the absence of any event, change or effect that is
materially adverse to the condition of assets being purchased by Biopharma or
the Business and certain other closing conditions typical for transactions of
this type. There can be no assurance that the Transaction will be consummated.
The foregoing description of the Purchase Agreement is qualified in its
entirety by reference to such agreement, a copy of which has been filed as
Exhibit 2.1 to this Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
2.1 Asset Purchase Agreement, dated July 8, 2004, among Hauser, Inc.,
Hauser Technical Services, Inc. and Integrated Biopharma, Inc.*
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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: August 5, 2004 By: /s/ Kenneth C. Cleveland
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Name: Kenneth C. Cleveland
Title: President and Chief Executive
Officer
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* Pursuant to Rule 601(b)(2) of Regulation S-K, certain schedules and
exhibits have been omitted from this filing. Hauser agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities
and Exchange Commission upon request.
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Exhibit Index
Exhibit No. Description
2.1 Asset Purchase Agreement, dated July 8, 2004, among Hauser, Inc.,
Hauser Technical Services, Inc. and Integrated Biopharma, Inc.*
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* Pursuant to Rule 601(b)(2) of Regulation S-K, certain schedules and
exhibits have been omitted from this filing. Hauser agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities
and Exchange Commission upon request.