UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-K/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 MARCH 31, 2002 COMMISSION FILE NO. 0-17174
-------
HAUSER, INC.
(Exact name of Registrant as specified in its charter)
Delaware 84-0926801
---------------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20710 S. Alameda Street
Long Beach, CA 90810-1107 90810
---------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 637-9566
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
----------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not 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-K
or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within 60 days prior to the date of filing. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)
$1,437,033 as of June 10, 2002
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Common Stock, $.001 par value 6,077,299
------------------------------- ------------------------------
Class Outstanding at June 10, 2002
PORTION AMENDED
Hauser, Inc. (the "Company"), in accordance with Rule 12b-15 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby amends
its Annual Report on Form 10-K for the year ended March 31, 2002 as filed with
the Securities and Exchange Commission on June 28, 2002 (the "Original Form
10-K"). Pursuant to this Form 10-K/A, the Company hereby (i) amends and restates
in its entirety the "Equity Compensation Plan Information" contained in Part III
- Item 11 "Executive Compensation" of the Company's Original Form 10-K; and (ii)
amends and restates in its entirety the information contained in Item 12.
"Security Ownership of Certain Beneficial Owners and Management" of the
Company's Original Form 10-K. This Form 10-K/A should be read together with the
Original Form 10-K.
2
PART III
ITEM 11. EXECUTIVE COMPENSATION
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information as of March 31, 2002 with
respect to the Company's equity compensation plans under which equity securities
of the Company are authorized for issuance.
----------------------------------------------------------------------------------------------------------------------
Plan category (a) Number of securities (b) Weighted average (c) Number of securities
to be issued upon exercise exercise price of remaining available for
of outstanding options, outstanding options, future issuance under
warrants and rights warrants and rights equity compensation plans
(excluding securities
reflected in column (a))
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans 121,832 $10.57 287,824(1)
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not 100,000(2) $0.37 0
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Total 221,832 $5.97 287,824
----------------------------------------------------------------------------------------------------------------------
-----------
(1) Includes 151,239 shares of common stock available as of March 31, 2002
under the Company's 1999 Stock Incentive Plan which may be granted to
members of the Board of Directors who are not also employees of the
Company or a subsidiary in lieu of cash compensation for their services
as members of the Board of Directors.
(2) In February 2001, the Board of Directors of the Company approved the
sale of 100,000 shares of its Common Stock to Kenneth C. Cleveland for
$0.37 per share. As of March 31, 2002, Mr. Cleveland had not purchased
these shares.
3
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 10, 2002, information
regarding the beneficial ownership of Common Stock by (i) each stockholder who
the Company knows owns more than 5% of the outstanding shares of Common Stock,
(ii) each director, (iii) each executive officer named in the Summary
Compensation Table and (iv) all directors and executive officers as a group.
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------------------------ ----------------------- ----------------
Directors:
---------
Kenneth C. Cleveland (2)(3) .................................. 107,500 1.7%
Robert F. Saydah (4) ......................................... 104,423 1.7%
Herbert Elish (5) ............................................ 198,195 3.3%
James R. Mellor (6) .......................................... 101,381 1.7%
Harvey L. Sperry (7) ......................................... 198,882 3.3%
Named Executive Officers:
------------------------
Thomas W. Hanlon (8) ......................................... 38,000 *
Peter Hafermann (9) .......................................... 50,000 *
Dieter W. Luelsdorf (10) ..................................... 50,000 *
Philip H. Katz (11) .......................................... 4,424 *
Directors and Executive
Officers as a Group: 12 persons.............................. 934,466 15.1%
-------------------
5% Shareholders:
---------------
Zatpack, Inc. (12)(13)........................................ 3,186,215 45.1%
Zuellig Group N.A., Inc. (14)(15)............................. 2,193,426 36.1%
Zuellig Botanicals, Inc. (16)................................. 1,204,955 19.8%
--------------------
* Indicates less than 1%
(1) Includes the following number of shares which could be acquired within
60 days through the exercise of stock options and rights to acquire
shares: Mr. Cleveland, 100,000; Mr. Saydah, 3,042; Mr. Katz, 3,174;
and all directors and officers as a group, 107,877.
(2) Includes 100,000 shares of Common Stock as to which the Board of
Directors of the Company, in February 2001, approved for sale to Mr.
Cleveland at $0.37 per share. As of June 10, 2002, Mr. Cleveland had
not purchased these shares.
(3) Mr. Cleveland's address is 20710 South Alameda Street, Long Beach, CA
90810.
(4) Mr. Saydah's address is 2493 Biltmore Drive, Alamo, CA 94507.
(5) Mr. Elish's address is 4400 Forbes Avenue, Pittsburgh, PA 15231.
(6) Mr. Mellor's address is 32161 South Coast Highway, Laguna Beach, CA
92651.
(7) Mr. Sperry's address is 787 Seventh Avenue, New York, NY 10019.
(8) Mr. Hanlon's address is 20710 South Alameda Street, Long Beach, CA
90810.
(9) Mr. Hafermann's address is 20710 South Alameda Street, Long Beach, CA
90810.
(10) Mr. Luelsdorf's address is 28 Inningwood Road, Ossining, NY 10562.
(11) Mr. Katz's address is 85 John Road, Canton, MA 02021.
(12) Includes immediately exercisable five-year warrants to purchase
992,789 shares, 988,471 shares owned by Zuellig Group N.A., Inc., a
Delaware corporation ("ZGNA"), and 1,204,955 shares owned by Zuellig
Botanicals, Inc., a Delaware corporation ("ZBI"). Zatpack, Inc., an
international business company organized under the laws of the British
Virgin Islands ("Zatpack") has 100 shares of common stock issued and
outstanding, which is divided into the following three classes: 49
shares of Zatpack Class A common stock are held by the Stephen Zuellig
Issue Trust for the benefit of Stephen Zuellig's descendants; 49
shares of Zatpack Class B common stock are held by the Gilbert Zuellig
Issue Trust for the benefit of Gilbert Zuellig's descendants; and 2
shares of Zatpack Class C common stock are held by the Peter Zuellig
and Thomas Zuellig Trust for the benefit of Peter Zuellig, the eldest
son of Stephen Zuellig, and Thomas Zuellig, the eldest son of Gilbert
Zuellig. The trustee for each trust is the Bermuda Trust Company.
(13) Zatpack's address is Craig Muir Chambers, P.O. Box 71, Road Town,
Tortola, British Virgin Islands.
4
(14) Includes 988,471 shares owned by ZGNA and 1,204,955 shares owned by
ZBI, a wholly owned subsidiary of ZGNA. ZGNA is a wholly owned
subsidiary of Zatpack.
(15) ZGNA's address is 2550 El Presidio Street, Long Beach, California
90810.
(16) ZBI's address is 2550 El Presidio Street, Long Beach, California
90810.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Hauser, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 8th day of
November 2002.
HAUSER, INC.
By: /s/ Kenneth C. Cleveland
--------------------------------
Kenneth C. Cleveland
Chief Executive Officer
6
CERTIFICATIONS
I, Kenneth C. Cleveland, certify that:
1. I have reviewed this annual report on Form 10-K/A of Hauser, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
Date: November 8, 2002
/s/ Kenneth C. Cleveland
---------------------------------------
Kenneth C. Cleveland
President and Chief Executive Officer
CERTIFICATIONS
I, Thomas W. Hanlon, certify that:
1. I have reviewed this annual report on Form 10-K/A of Hauser, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
Date: November 8, 2002
/s/ Thomas W. Hanlon
--------------------------------------
Thomas W. Hanlon
Chief Financial Officer, Treasurer
and Secretary