x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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22-3367588
(I.R.S.
Employer
Identification
Number)
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100
Matawan Road, Suite 420
Matawan,
NJ
(Address
of principal executive offices)
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07747
(Zip
Code)
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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3
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PART
I. FINANCIAL INFORMATION
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ITEM
1.
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FINANCIAL
STATEMENTS
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Balance
Sheet as of June 30, 2006 (Unaudited) and December 31,
2005
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4
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Statements
of Operations (Unaudited) for the three months and six months ended
June
30, 2006 and June 30, 2005
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5
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Statements
of Cash Flows (Unaudited) for the six months ended June 30, 2006 and
June 30, 2005
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6
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Notes
to Financial Statements
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7
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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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11
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ITEM
3.
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CONTROLS
AND PROCEDURES
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15
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PART
II. OTHER INFORMATION
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ITEM
1.
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LEGAL
PROCEEDINGS
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15
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ITEM
2.
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
15
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ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
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15
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ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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15
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ITEM
5.
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OTHER
INFORMATION
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16
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ITEM
6.
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EXHIBITS
|
16
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SIGNATURES
|
18
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· |
The
development, testing, and commercialization of new products and the
expansion of the market for our current
products;
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· |
The
receipt of royalty payments from our agreements with business
partners;
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· |
Implementing
aspects of our business plans;
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· |
Financing
goals and plans;
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· |
Our
existing cash and whether and how long these funds will be sufficient
to
fund our operations; and
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· |
Our
raising of additional capital through future equity financings.
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ASSETS
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|||||||
June
30,
2006 (Unaudited)
|
December
31,
2005 |
||||||
Current
assets:
|
|
|
|||||
Cash
and cash equivalents
|
$
|
2,743,833
|
$
|
138,487
|
|||
Accounts
receivable, net
|
867,413
|
187,835
|
|||||
Inventories
|
1,146,112
|
1,309,779
|
|||||
Prepaid
expenses
|
177,572
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119,002
|
|||||
Deferred
tax asset
|
—
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1,278,000
|
|||||
Total
current assets
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4,934,930
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3,033,103
|
|||||
Property
and equipment, net
|
88,552
|
65,357
|
|||||
Deposits
|
40,865
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20,393
|
|||||
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|||||||
Total
assets
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$
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5,064,347
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$
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3,118,853
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|||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|
|
|||||
Notes
payable
|
$
|
68,061
|
$
|
129,944
|
|||
Accounts
payable and accrued expenses
|
506,526
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1,546,958
|
|||||
Deferred
revenue
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339,233
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369,068
|
|||||
Total
current liabilities
|
913,820
|
2,045,970
|
|||||
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|||||||
Long-term
liabilities:
|
|||||||
Convertible
notes payable
|
—
|
500,000
|
|||||
|
|||||||
Stockholders’
equity:
|
|||||||
Preferred
stock:
|
|||||||
Series
A, convertible, no par value; 90,909 shares authorized; -0-
issued and
outstanding at June 30, 2006 and 90,909 issued and outstanding at
December 31, 2005
|
—
|
966,387
|
|||||
Series
B, convertible, no par value; 45,455 shares authorized, -0-
shares issued
and outstanding at June 30, 2006 and December 31,
2005
|
—
|
—
|
|||||
Common
stock, $.0025 par value; authorized
|
|||||||
50,000,000
shares; issued and outstanding:
|
|||||||
12,648,990
shares at June 30, 2006 and
|
|||||||
10,267,045
shares at December 31, 2005
|
31,623
|
25,667
|
|||||
Additional
paid-in capital
|
17,730,291
|
15,790,335
|
|||||
Accumulated
deficit
|
(13,611,387
|
)
|
(16,209,506
|
)
|
|||
|
|||||||
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4,150,527
|
572,883
|
|||||
|
|||||||
Total
liabilities and stockholders’ equity
|
$
|
5,064,347
|
$
|
3,118,853
|
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||||
Revenues:
|
|||||||||||||||
Net
product sales
|
$
|
1,747,206
|
$
|
2,042,382
|
$
|
3,322,602
|
$
|
3,040,043
|
|||||||
|
|||||||||||||||
Cost
of goods sold
|
952,691
|
1,294,909
|
1,711,086
|
1,899,307
|
|||||||||||
|
|||||||||||||||
Gross
profit
|
794,515
|
747,473
|
1,611,516
|
1,140,736
|
|||||||||||
|
|||||||||||||||
Selling,
general and administrative expenses
|
782,430
|
1,065,721
|
1,530,763
|
2,071,075
|
|||||||||||
Research and
development expenses
|
46,233
|
46,095
|
87,484
|
119,118
|
|||||||||||
Depreciation
expense
|
14,858
|
16,141
|
28,952
|
32,303
|
|||||||||||
|
843,521
|
1,127,957
|
1,647,199
|
2,222,496
|
|||||||||||
|
|||||||||||||||
Net
operating loss
|
(49,006
|
)
|
(380,484
|
)
|
(35,683
|
)
|
(1,081,760
|
)
|
|||||||
|
|||||||||||||||
Other
income (expense):
|
|||||||||||||||
|
—
|
—
|
3,909,205 |
—
|
|||||||||||
Interest
income
|
24,319
|
1,315
|
32,733
|
2,922
|
|||||||||||
Interest
expense
|
(1,487
|
)
|
(28,181
|
)
|
(30,136
|
)
|
(47,743
|
)
|
|||||||
|
22,832
|
|
(26,866
|
)
|
3,911,802
|
|
(44,821
|
)
|
|||||||
(Loss)
income before income taxes
|
(26,174
|
)
|
(407,350
|
)
|
3,876,119
|
|
(1,126,581
|
)
|
|||||||
|
|||||||||||||||
Provision
for income taxes
|
—
|
—
|
|
1,278,000
|
2,115
|
||||||||||
Net
(loss) income
|
$
|
(26,174
|
)
|
$
|
(407,350
|
)
|
$
|
2,598,119
|
|
$
|
(1,128,696
|
)
|
|||
Less
preferred dividends
|
(5,000
|
) | (5,425 | ) | (10,425 | ) | (8,333 | ) | |||||||
Net
(loss) income applicable to common stockholders
|
$ |
(31,174
|
)
|
$ |
(412,775
|
) |
$
|
2,587,694
|
$ |
(1,137,029
|
) | ||||
Basic
(loss) income per share
|
$
|
0.00
|
|
$
|
(0.04
|
)
|
$
|
0.23
|
|
$
|
(0.11
|
)
|
|||
Diluted
(loss) income per share
|
$ | 0.00 | $ | (0.04 | ) | $ | 0.20 | $ | (0.11 | ) | |||||
|
|||||||||||||||
Weighted
average common shares - Basic
|
11,368,088
|
10,237,045
|
11,070,122
|
10,237,045
|
|||||||||||
Weighted
average common shares - Diluted
|
11,368,088
|
10,237,045
|
13,167,853
|
10,237,045
|
|||||||||||
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PACIFICHEALTH
LABORATORIES, INC.
|
|||||||
STATEMENTS
OF CASH FLOWS
|
|||||||
FOR
THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
|
|||||||
(UNAUDITED)
|
|||||||
2006
|
2005
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income (loss)
|
$
|
2,598,119
|
$
|
(1,128,696
|
)
|
||
Adjustments
to reconcile net income (loss) to net cash
used in operating activities:
|
|||||||
Depreciation
|
28,952
|
32,303
|
|||||
Allowance
for doubtful accounts
|
6,000
|
-
|
|||||
Equity
instrument based consulting expense
|
109,639
|
272
|
|||||
Gain
on sale of patents and technology, net
of expenses of $90,795
|
(3,909,205
|
)
|
-
|
||||
Provision
for income taxes
|
1,278,000
|
-
|
|||||
Changes
in assets and liabilities:
|
|||||||
Increase
in accounts receivable
|
(685,578
|
)
|
(527,802
|
)
|
|||
Decrease
in inventories
|
163,667
|
322,324
|
|||||
(Increase)
decrease in prepaid expenses
|
(58,570
|
)
|
21,461
|
||||
Increase
in deposits
|
(20,472
|
)
|
-
|
||||
(Decrease)
increase in accounts payable/accrued expenses
|
(1,040,432
|
)
|
259,967
|
||||
(Decrease)
increase in deferred revenue
|
(29,835
|
)
|
126,971
|
||||
Net
cash used in operating activities
|
(1,559,715
|
)
|
(893,200
|
)
|
|||
|
|||||||
Cash
flows from investing activities:
|
|||||||
Purchase
of property and equipment
|
(52,145
|
)
|
(11,085
|
)
|
|||
Proceeds
from sale of patents and technology, net
of expenses of $90,795
|
3,909,205
|
-
|
|||||
Net
cash provided by (used in) investing activities
|
3,857,060
|
(11,085
|
)
|
||||
|
|||||||
Cash
flows from financing activities:
|
|||||||
Issuance
of notes payable
|
763,443
|
2,982,815
|
|||||
Repayments
of notes payable
|
(825,326
|
)
|
(2,759,939
|
)
|
|||
Repayments
of convertible notes payable
|
(500,000
|
)
|
-
|
||||
Preferred
stock issued
|
-
|
1,000,000
|
|||||
Costs
associated with preferred stock issuance
|
-
|
(51,947
|
)
|
||||
Proceeds
from common stock options/warrants exercised
|
869,884
|
-
|
|||||
Net
cash provided by financing activities
|
308,001
|
1,170,929
|
|||||
|
|||||||
Net
increase in cash
|
2,605,346
|
266,644
|
|||||
|
|||||||
Cash,
beginning balance
|
138,487
|
25,832
|
|||||
|
|||||||
Cash,
ending balance
|
$
|
2,743,833
|
$
|
292,476
|
|||
|
|||||||
|
|||||||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
paid for interest
|
$
|
30,136
|
$
|
47,743
|
|||
|
|||||||
Schedule
of non-cash financing activity:
|
|||||||
Conversion
of 90,909 shares of Series A Preferred Stock into
909,091 shares of common stock
|
$
|
966,387
|
$
|
-
|
|||
|
|||||||
|
The
accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions for Form 10-QSB and Item 310 of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required
by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three and six months
ended
June 30, 2006 are not necessarily indicative of the results that
may be
expected for the year ending December 31, 2006. The unaudited financial
statements should be read in conjunction with the financial statements
and
footnotes thereto included in the Company's annual report on Form
10-KSB
for the year ended December 31,
2005.
|
On
February 22, 2006, pursuant to an Asset Purchase Agreement of the
same
date, we sold to Mott’s LLP (“Mott’s”) the patents, trademarks, web sites,
and other intellectual property related to our ACCELERADE and ENDUROX
sports nutrition product lines for $4,000,000 in cash and potential
future
royalty payments. Simultaneously, we entered into a License Agreement
with
Mott’s giving us the exclusive, royalty free right to continue to sell
our
sports nutrition products in powder, gel and pill form. Consequently,
we
will continue to sell our current sports nutrition products in the
same
manner as prior to the sale of the intellectual property assets.
|
If
Mott’s launches a product using the purchased assets, we will receive
royalty payments for a finite period following such launch, subject
to an
annual limitation on the amount of the royalty. There are no minimum
royalties and there is no specific time by which Mott’s must launch a
product, but we will have the option to repurchase the assets if
a product
is not launched within a time specified in the Asset Purchase Agreement.
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect
the
reported amounts of assets, liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
the
reported amount of revenue and expenses during the reporting period.
Actual results may differ from these estimates. The significant estimates
and assumptions made by the Company are in the area of revenue
recognition, inventory obsolescence, allowance for doubtful accounts,
and
valuation allowances for deferred tax
assets.
|
Sales
are recognized when all of the following criteria are met: (1) persuasive
evidence that an arrangement exists; (2) delivery has occurred or
services
have been rendered; (3) the seller’s price to the buyer is fixed and
determinable; and, (4) collectibility is reasonably assured. Sales
are
recorded net of incentives paid to
customers.
|
In
December 2003, the Company entered into a purchasing agreement with
a
significant customer for its strength training products whereby all
unsold
product is subject to a right of return provision if certain minimum
levels of retail sales in a 12-month period of time from the date
of
initial sale are not achieved. In March 2005, our major customer
informed
us that it would discontinue carrying our strength training products.
The
Company and the customer agreed to a significant discount program
in the
second quarter of 2005 to transfer these products to the customer
with no
further recourse to the Company. Given the ongoing significant business
relationship between the Company and the customer, the Company discounted
product to the customer even though it was not contractually obligated
to
do so.
|
In
April 2004, the Company entered into a purchasing agreement with
the same
significant customer for all other products sold to this customer
whereby
all unsold product is subject to return provisions identical or similar
to
the one disclosed above. Through December 31, 2004, in addition to
the
four criteria described above, the Company recognized revenue related
to
these products after analyzing retail sell-through data provided
by the
customer and the Company’s expectation of future customer sell-through
trends. A new agreement was signed in April 2005 that increased minimum
levels of retail sell-through requirements. Since January 1, 2005,
the
Company recognizes revenue when its major customer sells through
its
products to the consumer. This change was made due to the inability
to
accurately estimate future returns from this customer as the Company
has
previously agreed to accept returns/discounts of product from this
customer that it was not contractually obligated to do so as well
as
because the Company entered into a new purchasing agreement with
this
customer that increased certain sell-through minimums. At June 30,
2006,
the Company has deferred $339,233 in revenues related to this
customer. At June 30, 2005, the Company had deferred $502,971 in
revenues
related to this customer.
|
June
30, 2006
(Unaudited)
|
December
31, 2005
|
||||||
Raw
materials
|
$
|
143,091
|
$
|
102,587
|
|||
Work
in
process
|
—
|
8,847
|
|||||
Packaging
supplies
|
43,873
|
46,880
|
|||||
Finished
goods
|
820,176
|
989,814
|
|||||
Finished
goods
on consignment
|
138,972
|
161,651
|
|||||
$
|
1,146,112
|
$
|
1,309,779
|
Weighted-
|
|||||||||||||
Weighted-
|
Average
|
||||||||||||
Average
|
Remaining
|
Aggregate
|
|||||||||||
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||
Options
|
Shares
|
Price
|
Term
(Years)
|
Value
|
|||||||||
Balance,
January 1, 2006
|
1,970,000
|
$
|
1.11
|
||||||||||
Granted
during the period
|
508,000
|
$
|
0.56
|
||||||||||
Exercised
during the period
|
(640,000
|
)
|
$
|
0.46
|
|||||||||
Expired
during the period
|
(212,500
|
)
|
$
|
1.51
|
|||||||||
Outstanding,
June 30, 2006
|
1,625,500
|
$
|
1.14
|
3.19
|
$
|
896,445
|
|||||||
Exercisable,
June 30, 2006
|
902,500
|
$
|
1.58
|
2.38
|
$
|
348,845
|
|
June
30,
2006
|
Expected
volatility
|
102-111%
|
Weighted-average
volatility
|
106%
|
Expected
dividends
|
0.0%
|
Expected
term (in years)
|
5
|
Risk-free
rate
|
4.35-4.39%
|
Three
Months
|
Six
Months
|
||||||
Ended
|
Ended
|
||||||
June
30, 2005
|
June
30, 2005
|
||||||
Reported
net loss
|
$
|
(407,350
|
)
|
$
|
(1,128,696
|
)
|
|
Total
stock-based employee compensation expense
|
|||||||
determined
under fair value-based method for all awards
|
(21,160
|
)
|
(80,227
|
)
|
|||
Pro
forma net loss
|
$
|
(428,510
|
)
|
$
|
(1,208,923
|
)
|
|
Basic
and diluted loss per share:
|
|||||||
As
reported
|
($0.04
|
)
|
($0.11
|
)
|
|||
Pro
forma
|
($0.04
|
)
|
($0.12
|
)
|
|||
(a)
|
On
June 7, 2006, the Company held its Annual Meeting of Stockholders,
pursuant to information contained in the Company’s Notice of Annual
Meeting of Stockholders and Proxy Statement that were mailed to
stockholders on May 10, 2006.
|
(b)
|
One
of the matters listed in the Company’s Proxy for the meeting was the
annual Election of Directors. There were five nominees for election
who
were elected by the shareholders to serve for a one-year term. The
results
of the balloting were as follows (Shares voting: 9,637,932 of
11,884,349):
|
Nominee
|
For
|
Against
|
Abstain
|
|||
Robert
Portman
|
9,351,432
|
-0-
|
16,500
|
|||
Stephen
P. Kuchen
|
9,351,432
|
-0-
|
16,500
|
|||
David
Portman
|
9,351,432
|
-0-
|
16,500
|
|||
Michael
Cahr
|
9,351,432
|
-0-
|
16,500
|
|||
Gary
Jamison
|
9,351,432
|
-0-
|
16,500
|
(c)
|
Another
matter voted upon by the stockholders was the ratification of the
appointment of Weiser, LLP as independent auditors for the Company
for the
fiscal year ending December 31, 2005. This matter was approved. The
results of the balloting for this matter was as follows:
|
Matter
|
For
|
Against
|
Abstain
|
|||
Appointment
of auditors
|
9,329,711
|
27,721
|
10,500
|
Exhibit
Number
________
|
Description
of Exhibit(1)
_____________________
|
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
|
3(i)I
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated
by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December
17,
1997)
|
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1
to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
Exhibit
Number
________
|
Description
of Exhibit(1)
_____________________
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference
to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14, 2001)
|
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005, by and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005, by
and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any
additional investor that becomes a party thereto (incorporated by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with
Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit
10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
Exhibit
Number
________
|
Description
of Exhibit(1)
_____________________
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and
Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A
(File No. 333-109197) filed on May 2, 2006)
|
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.8
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.9
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006, by
and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated
by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|
|
|
PACIFICHEALTH
LABORATORIES, INC.
|
||
|
|
By: /S/
STEPHEN P. KUCHEN
|
||
|
|
STEPHEN
P. KUCHEN
|
||
|
|
Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer)
|
||
|
|
Date:
August
3,
2006
|
Exhibit
Number
________
|
Description
of Exhibit(1)
_____________________
|
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
|
3(i)I
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated
by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated
by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December
17,
1997)
|
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit
4.1 to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference
to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14, 2001)
|
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005, by
and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs,
LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by
reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
Exhibit
Number
________
|
Description
of Exhibit(1)
_____________________
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005,
by and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated
by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by
reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and
any
additional investor that becomes a party thereto (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with
Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit
10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and
Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A
(File No. 333-109197) filed on May 2, 2006)
|
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.8
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.9
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006, by
and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated
by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
Exhibit
Number
________
|
Description
of Exhibit(1)
_____________________
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant
to Section
906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|