-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWiC3fQEDJ4zuWydaytt975fPssl64/xjXk5T9DGtJ5C13A5C5FOqAmQPKB0x4Ct /Noalu8W+hO2Yo8k5Q5EtA== 0000912282-05-000588.txt : 20050831 0000912282-05-000588.hdr.sgml : 20050831 20050831171027 ACCESSION NUMBER: 0000912282-05-000588 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050831 DATE AS OF CHANGE: 20050831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICHEALTH LABORATORIES INC CENTRAL INDEX KEY: 0001000278 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 223367588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52901 FILM NUMBER: 051062499 BUSINESS ADDRESS: STREET 1: 1480 ROUTE 9 NORTH SUITE 204 CITY: WOODBURY STATE: NJ ZIP: 07095 BUSINESS PHONE: 9086366141 MAIL ADDRESS: STREET 1: 1480 ROUTE 9 NORTH SUITE 204 CITY: WOODBRIDGE STATE: NJ ZIP: 07095 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hormel HealthLabs, LLC CENTRAL INDEX KEY: 0001316982 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 HORMEL PLACE CITY: AUSTIN STATE: MN ZIP: 55912 BUSINESS PHONE: 507-437-5240 MAIL ADDRESS: STREET 1: 1 HORMEL PLACE CITY: AUSTIN STATE: MN ZIP: 55912 SC 13D/A 1 sc13da_pacifichealth-8242005.htm
CUSIP No. 695113 10 0 13D Page 1 of 9 Pages


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

_________________

AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934



PACIFICHEALTH LABORATORIES, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

695113 10 0
(CUSIP Number)

James Cavanaugh
Hormel Health Labs, LLC
1 Hormel Place
Austin, MN 55912
Tel:  (507) 437-5220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 24, 2005
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)(4), check the following box.   [   ]





CUSIP No. 695113 10 0 13D Page 2 of 9 Pages


1 NAMES OF REPORTING PERSONS,
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hormel Health Labs, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [X]
(b)  [   ]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)                                                                                            [   ]   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: 		7 SOLE VOTING POWER
1,124,825
8 SHARED VOTING POWER
 
9 SOLE DISPOSITIVE POWER
1,124,825
10 SHARED DISPOSITIVE POWER
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,825
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
CO


2





CUSIP No. 695113 10 0 13D Page 3 of 9 Pages


Item 1.   Security and Issuer.

This Schedule 13D relates to the Common Stock, par value $0.0025 per share, of PacificHealth Laboratories, Inc. (“PacificHealth”). The name of the issuer is PacificHealth Laboratories, Inc. and its principal executive offices are at 100 Matawan Road, Suite 420, Matawan, NJ 07747.

Item 2.   Identity and Background.

Hormel Health Labs, LLC is a limited liability company organized under the laws of the State of Delaware with its principal offices located at 1 Hormel Place, Austin, MN 55912. It is the indirect, wholly-owned subsidiary of Hormel Foods Corporation. Hormel Health Labs, LLC is engaged in the manufacturing, distribution and sale of nutritional products to the health care industry. Hormel Foods Corporation is a corporation organized under the laws of the State of Delaware with its principal offices located at 1 Hormel Place, Austin, MN 55912. Hormel Foods Corporation is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States.

During the last five years, neither Hormel Health Labs nor Hormel Foods Corporation has (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violations of any such laws.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each of Hormel Health Labs or Hormel Foods Corporation are set forth in Annex A hereto and are incorporated herein by reference. During the last five years, none of the individuals identified on Annex A have (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violations of any such laws.

Item 3.   Source and Amount of Funds or Other Consideration.

Hormel Health Labs became the beneficial owner of 909,090 shares of common shares of PacificHealth on January 31, 2005 by subscribing for 90,909 Series A Convertible Preferred Stock for an aggregate purchase price of $1,000,000 pursuant to the Stock Purchase Agreement between Hormel Health Labs and PacificHealth dated January 28, 2005. Each share of Series A Convertible Preferred Stock is convertible at the holder’s option into ten shares of common stock of PacificHealth, subject to adjustment.

On August 24, 2005, PacificHealth entered into a Securities Purchase Agreement with Hormel Health Labs pursuant to which, Hormel Health Labs loaned PacificHealth the principal amount of $500,000 in exchange for PacificHealth’s Secured Convertible Promissory Note, which amount will accrue interest at a rate of 8% per annum (the “Note“). The outstanding principal balance under the Note and any accrued but unpaid interest thereon is due and payable on August 25, 2007 to the extent that Hormel Health Labs has not exercised its conversion rights under the Note as described below. In the event of a default by PacificHealth, interest on the outstanding principal balance will accrue at the rate of 10% per annum. The Note is secured by a subordinated lien on and security interest in the assets of PacificHealth pursuant to the terms of a Security Agreement between PacificHealth and Hormel Health Labs, dated August 25, 2005.

As additional consideration for the loan, Hormel Health Labs shall have the right at Hormel Health Labs’s option to convert the outstanding principal amount and accrued and unpaid interest of the Note into shares of the common stock of PacificHealth, at a price per share equal to the product of (x) the weighted average closing price of the Common Stock for the five trading days preceding the notice of conversion of the Note and (y) 0.85. Hormel Health Labs has agreed that it will not convert the Note if such conversion would cause Hormel Health Labs, together with its affiliates, to beneficially own more than 9.9% of the shares of Common Stock then outstanding. However, Hormel Health Labs may waive this limitation by providing written notice of such waiver to PacificHealth with the waiver to be effective seventy-five days after receipt. Based on the outstanding number of shares of PacificHealth’s common stock as reported in PacificHealth’s Form 10-QSB filed on August 17, 2005, Hormel Health Labs is deemed to beneficially own 1,124,825, or 9.9%, of PacificHealth’s outstanding common stock.

The funds used in the acquisition of Series A Convertible Preferred Stock came from Hormel Health Labs’ working capital.





CUSIP No. 695113 10 0 13D Page 4 of 9 Pages


Item 4.   Purpose of Transaction.

Hormel Health Labs purchased the securities covered by this statement in order to acquire an interest in PacificHealth for investment purposes. Hormel Health Labs intends to review continuously its position in PacificHealth. Depending on further evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, Hormel Health Labs may (i) convert all or a portion of the Series A Convertible Preferred Stock or convertible note into shares of common stock, (ii) retain or dispose of all or a portion of the Series A Convertible Preferred Stock and/or common stock beneficially owned by it, subject to any applicable legal and contractual restrictions on its ability to do so in privately negotiated transactions, open market sales or otherwise, or (iii) acquire additional shares of PacificHealth’s capital stock or formulate other purposes, plans or proposals deemed advisable.

Hormel Health Labs has agreed that it will not convert the Note if such conversion would cause Hormel Health Labs, together with its affiliates, to beneficially own more than 9.9% of the shares of Common Stock then outstanding. However, Hormel Health Labs may waive this limitation by providing written notice of such waiver to PacificHealth with the waiver to be effective seventy-five days after receipt. Based on the outstanding number of shares of PacificHealth’s common stock as reported in PacificHealth’s Form 10-QSB filed on August 17, 2005, Hormel Health Labs is deemed to beneficially own 1,124,825, or 9.9%, of PacificHealth’s outstanding common stock.

Pursuant to the terms of the Stock Purchase Agreement and subject to applicable laws and regulations, Hormel Health Labs has the right to designate one director for appointment to the Board of Directors of PacificHealth. Hormel Health Labs designated Gary Paxton for appointment. Mr. Paxton was appointed to the board in June 2005.

Except as set forth in this Item 4 (including the matters described in Item 6 which are incorporated in this Item 4 by reference), Hormel Health Labs has no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Schedule 13D of the Securities Exchange Act of 1934, as amended.

Item 5.   Interest in Securities of the Issuer.

As discussed in Item 4, Hormel Health Labs became the beneficial owner of 909,090 shares of common stock of PacificHealth on January 31, 2005 by subscribing for 90,909 shares of its Series A Convertible Preferred Stock pursuant to the Stock Purchase Agreement described in Item 6. Each share of the Series A Preferred Stock is convertible at any time into 10 shares of common stock of PacificHealth, subject to adjustment. Conversion may take place at Hormel Health Labs’s election by providing written notice to PacificHealth any time.

On August 24, 2005, PacificHealth entered into a Securities Purchase Agreement with Hormel Health Labs pursuant to which, Hormel Health Labs loaned PacificHealth the principal amount of $500,000 in exchange for the Note. The outstanding principal balance under the Note and any accrued but unpaid interest thereon is due and payable on August 25, 2007 to the extent that Hormel Health Labs has not exercised its conversion rights under the Note as described below. In the event of a default by PacificHealth, interest on the outstanding principal balance will accrue at the rate of 10% per annum. The Note is secured by a subordinated lien on and security interest in the assets of PacificHealth pursuant to the terms of a Security Agreement between PacificHealth and Hormel Health Labs, dated August 25, 2005.

As additional consideration for the loan, Hormel Health Labs shall have the right at Hormel Health Labs’s option to convert the outstanding principal amount and accrued and unpaid interest of the Note into shares of the common stock of PacificHealth, at a price per share equal to the product of (x) the weighted average closing price of the Common Stock for the five trading days preceding the notice of conversion of the Note and (y) 0.85. Hormel Health Labs has agreed that it will not convert the Note if such conversion would cause Hormel Health Labs, together with its affiliates, to beneficially own more than 9.9% of the shares of Common Stock then outstanding. However, Hormel Health Labs may waive this limitation by providing written notice of such waiver to PacificHealth with the waiver to be effective seventy-five days after receipt. Based on the outstanding number of shares of PacificHealth’s common stock as reported in PacificHealth’s Form 10-QSB filed on August 17, 2005, Hormel Health Labs is deemed to beneficially own 1,124,825, or 9.9%, of PacificHealth’s outstanding common stock.

To the best of Hormel Health Labs’ knowledge, none of Hormel Foods Corporation or any individual listed on Annex A own any securities of PacificHealth nor have any such persons effected transactions in the class of securities reported during the past sixty (60) days. Other than as described herein, Hormel Health Labs has not effected transactions in the class of securities reported during the past sixty (60) days.





CUSIP No. 695113 10 0 13D Page 5 of 9 Pages


Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 31, 2005, PacificHealth issued and sold 90,909 shares of its Series A Convertible Preferred Stock to Hormel Health Labs for an aggregate purchase price of $1,000,000, or $11.00 per share. Each share of the Series A Preferred Stock is convertible at any time into 10 shares of common stock of PacificHealth, subject to adjustment. Therefore, the Series A Preferred shares issued to Hormel Health Labs are currently convertible into an aggregate 909,090 shares of common stock of PacificHealth. Additional terms of the Series A Convertible Preferred Stock are described in the Form 8-K filed by PacificHealth on January 28, 2005. On August 24, 2005, PacificHealth entered into a Securities Purchase Agreement with Hormel Health Labs pursuant to which, Hormel Health Labs loaned PacificHealth the principal amount of $500,000 in exchange for the Note. The Note is secured by a subordinated lien on and security interest in the assets of PacificHealth pursuant to the terms of a Security Agreement between PacificHealth and Hormel Health Labs, dated August 25, 2005. The Note and Securities Purchase Agreement are discussed in more detail in Item 5.

In connection with the Stock Purchase Agreement, PacificHealth and Hormel Health Labs entered into an Investors’ Rights Agreement on the same date. Under the Investors Rights Agreement PacificHealth has agreed, upon request by the holders of the Series A Preferred Stock, and subject to customary terms and conditions, to file a registration statement with the SEC registering for resale the shares of common stock issuable upon conversion of the Series A Preferred Stock. Under this Agreement, PacificHealth has also agreed to include the common stock issuable upon conversion of the Series A Convertible Preferred Stock in any other registration statement PacificHealth may file with the SEC. The Investors’ Rights Agreement prohibits PacificHealth from granting registration rights superior to those under the Investors Rights Agreement.

Under the Investors’ Rights Agreement, the Series A Preferred holders are also granted a right to participate on a pro rata basis in future sales of equity securities (or securities exercisable for or convertible into equity securities).

In connection with the Securities Purchase Agreement, PacificHealth and Hormel Health Labs amended and restated the Investor Rights Agreement, originally entered into between the parties on January 28, 2005 (the “Amended Rights Agreement”) to include the shares of Common Stock issuable upon conversion of the Note. Under the Amended Rights Agreement, PacificHealth has agreed, (i) upon request by the holders of 33% of the Common Stock issuable or issued upon conversion of PacificHealth’s Series A Preferred Stock or other convertible securities, including the Note (the “Registrable Securities”), and (ii) provided that the anticipated aggregate offering price, net of underwriting discounts and commissions would equal or exceed $1,000,000 and (iii) subject to customary terms and conditions, to file a registration statement with the Securities and Exchange Commission registering for resale the Registrable Securities. PacificHealth has also agreed, upon request by the holders of 17% of the Registrable Securities, and subject to customary terms and conditions, to effect a registration on Form S-3 of the Registrable Securities. Under the Amended Rights Agreement, the holders of the Registrable Securities are also granted a right to participate on a pro rata basis in future sales of equity securities (or securities exercisable for or convertible into equity securities).

As long as at least 50% of the original shares of Series A Convertible Preferred Stock remain outstanding, the holders have the right to designate an individual to be nominated to PacificHealth’s board, provided that such designee would be considered an independent director. Hormel designated Gary Paxton for appointment. Mr. Paxton was appointed to the board in June 2005.

Also in connection with this transaction, PacificHealth, Hormel Health Labs and Dr. Robert Portman, PacificHealth’s Chairman and Chief Scientific Officer, entered into a Right of First Refusal and Co-Sale Agreement on January 28, 2005. Under this agreement, PacificHealth and Hormel Health Labs have the right of first refusal to purchase shares of PacificHealth common stock Dr. Portman wishes to sell, at the price and terms offered by a third party. In addition, if the right of first refusal is not exercised in connection with any sale by Dr. Portman, Hormel Health Labs will have the right to require a portion of its shares to be included with Dr. Portman’s sale to a third





CUSIP No. 695113 10 0 13D Page 6 of 9 Pages


party. Certain sales by Dr. Portman will be exempt from these restrictions, including public sales by Dr. Portman pursuant to Rule 144.

On January 28, 2005, PacificHealth entered into an Exclusive Custom Manufacturing Agreement (the “Manufacturing Agreement”) with an affiliate of Hormel Health Labs which was amended in connection with the Securities Purchase Agreement. The Manufacturing Agreement provides for the exclusive manufacturing and processor of PacificHealth’s powdered sports drinks at fixed prices. The initial term of the Manufacturing Agreement was one year, and was extended to two years pursuant to the amendment.

Item 7.   Material to be Filed as Exhibits.

None.






CUSIP No. 695113 10 0 13D Page 7 of 9 Pages


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

        DATED as of August 30, 2005.

  /s/ James W. Cavanaugh                                                 
Name:  James W. Cavanaugh
Title:     Senior Vice President and General Counsel





CUSIP No. 695113 10 0 13D Page 8 of 9 Pages


Annex A

Directors and Executive Officers of Hormel Foods Corporation and Hormel Health Labs, LLC.

The name, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Hormel Foods Corporation and Hormel Health Labs, LLC are set forth below. Unless otherwise indicated, each person’s business address is 1 Hormel Place, Austin, MN 55912. Each such director and executive officer is a citizen of the United States.

Hormel Health Labs, LLC - Executive Officers and Directors
 
Name and Business Address, if
    different from specified above		 Position and Present Occupation Principal Business and address of
corporation (if other than Hormel)
Health Labs) in which employment is
conducted
        Gary C. Paxton   Chairman of the Board of Managers    
      Walter C. Lehneis  Board Member and President  3000 Tremont Rd, Savannah, GA 31405 
       James N. Sheehan  Board Member and Vice President    
       Steven G. Binder  Board Member and Vice President   
       Gary L. Jamison  Board Member, Vice President and Treasurer   
        Lori J. Marco  Board Member and Secretary   


Hormel Foods Corporation - Executive Officers and Directors
 
Name and Business Address, if
    different from specified above		 Position and Present Occupation Address of corporation (if other
than Hormel Foods Corporation)
in which employment is conducted
Joel W. Johnson   Chairman of the Board and Chief    
  Executive Officer   
 
John W. Allen, Ph.D  Director of Hormel Foods Corporation.  Michigan State University 
  Professor Emeritus, Food Marketing,  416 Agriculture Hall 
  Partnership for Food Industry  E. Lansing, MI 48824 
  Development - Fruits and Vegetables,   
  Michigan State University, an   
  educational institution   
 
John R. Block  Director of Hormel Foods Corporation.  Food Marketing Institute 
  Executive Vice President of Food  655 NW 15th Street #700 
  Marketing Institute, and President of  Washington, DC 20005 
  its Wholesale Division, a food retailer   
  and wholesaler industry organization   
 
E. Peter Gillette, Jr.  Director of Hormel Foods Corporation.  1400 U.S. Trust Bldg. 
  Senior Advisor to U.S. Trust Company, a  730 S. Second Avenue 
  trust and investment management company  Minneapolis, MN 55402 
 
Luella G. Goldberg  Director of Hormel Foods Corporation.  7019 Tupa Drive 
  Trustee, University of Minnesota  Minneapolis, MN 55439 
  Foundation. Member, Board of Overseers,   
  Carlson School of Management, an   
  education institution. Trustee and Chair   
  Emerita, Wellesley College, an   
  educational institution   
 
Susan I. Marvin  Director of Hormel Foods Corporation.  Marvin Windows and Doors 
  President, Marvin Windows and Doors, a  P.O. Box 100 
  window and door manufacturer  Warroad, MN 56763 




CUSIP No. 695113 10 0 13D Page 9 of 9 Pages


       
John L. Morrison  Director of Hormel Foods Corporation.  Goldner Hawn Johnson & Morrison 
  Managing Director, Goldner Hawn Johnson  Incorporated 
  & Morrison Incorporated, a private  3700 Wells Fargo Center 
  equity investment firm  Minneapolis, MN 55402 
 
Dakota A. Pippins  Director of Hormel Foods Corporation.  435 Convent Ave. #4 
  President and Chief Executive Officer,  New York, NY 10031 
  Pippins Strategies, LLC, marketing   
  consultant   
 
John G. Turner  Director of Hormel Foods Corporation.  Hillcrest Capital Partners 
  Chairman, Hillcrest Capital Partners, a  527 Marquette Ave. S. #2150 
  financial services organization  Minneapolis, MN 55402 
 
Robert R. Waller, M.D.  Director of Hormel Foods Corporation.  Mayo Foundation 
  President Emeritus, Mayo Foundation, a  200 SW 1st Street 
  medical research foundation  Rochester, MN 55905 
 
Jeffrey M. Ettinger  President and Chief Operating Officer   
 
Michael J. McCoy  Executive Vice President and Chief   
  Financial Officer   
 
Gary J. Ray  Executive Vice President (Refrigerated   
  Foods)   
 
Steven G. Binder  Group Vice President (Foodservice)   
 
Richard A. Bross  Group Vice President/President Hormel   
  Foods International Corporation   
 
Ronald W. Fielding  Group Vice President (Consumer Products   
  Sales)   
 
James A. Jorgenson  Senior Vice President (Corporate Staff)   
 
Julie H. Craven  Vice President (Corporate Communications)    
 
Thomas R. Day  Vice President (Foodservice Sales)   
 
Forrest D. Dryden  Vice President (Research and Development)  
 
Bryan D. Farnsworth  Vice President (Quality Assurance)    
 
Jody H. Feragen  Vice President and Treasurer   
 
Dennis B. Goettsch  Vice President (Foodservice Marketing)   
 
Daniel A. Hartzog  Vice President (Consumer Products Sales)   
 
Kurt F. Mueller  Vice President (Consumer Products Sales)   
 
Gary C. Paxton  Vice President (Specialty Foods Group)   
 
Larry J. Pfeil  Vice President (Engineering)   
 
Douglas R. Reetz  Vice President (Consumer Products Sales)   
 
James N. Sheehan  Vice President and Controller   
 
William F. Snyder  Vice President (Refrigerated Foods   
  Operations)   
 
James M. Splinter  Vice President (Marketing-Consumer   
  Products- Refrigerated Foods)   
 
Joe C. Swedberg  Vice President (Legislative Affairs and   
  Marketing   
 
Larry L. Vorpahl  Vice President and General Manager   
  (Grocery Products)   
 
Michael D. Tolbert  Vice President/President Jennie-O Turkey   
  Store, Inc.   
 
James W. Cavanaugh  Senior Vice President, General Counsel   
  and Corporate Secretary   




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