-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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): May 31, 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)) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Pacifichealth Laboratories, Inc. has announced that its Chief Executive Officer, David Mastroianni, has separated from the Company and is not currently actively engaged as Chief Executive Officer. Pacifichealth and Mr. Mastroianni are in discussions regarding the terms of his separation, including the termination of his Employment Agreement dated September 1, 2004. 2 SIGNATURE 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: May 31, 2005 By: /s/ Stephen P. Kuchen ------------------------------- Stephen P. Kuchen Chief Financial Officer 3