<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997.
REGISTRATION NO. 333-36379
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE
AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
PACIFICHEALTH LABORATORIES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5122 22-3367588
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
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1460 ROUTE 9 NORTH
WOODBRIDGE, NJ 07095
732/636-6141
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
JONATHAN D. RAHN, EXECUTIVE VICE PRESIDENT
1460 ROUTE 9 NORTH
WOODBRIDGE, NJ 07095
TELEPHONE 732/636-6141
FACSIMILE 732/636-7410
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
Copies of communications to:
<TABLE>
<S> <C>
JOSEPH CHICCO, ESQUIRE VICTOR J. DIGIOIA, ESQUIRE
CONNOLLY EPSTEIN CHICCO FOXMAN BRIAN C. DAUGHNEY, ESQUIRE
ENGELMYER & EWING GOLDSTEIN & DIGIOIA, LLP
1515 MARKET STREET - 9TH FLOOR 369 LEXINGTON AVENUE
PHILADELPHIA, PA 19102 NEW YORK, NY 10036
TELEPHONE 215/851-8410 TELEPHONE 212/599-3322
FACSIMILE 215/851-8383 FACSIMILE 212/557-0295
</TABLE>
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<PAGE>
ITEM 27. EXHIBITS.
(a) Exhibits filed herewith:
Exhibit No.
- -----------
4.4 Form of Promotional Shares Lock Up Agreement
4.5 Form of Underwriter's Lock Up Agreement
(b) Exhibits filed prior to effectiveness:
Exhibits listed below either were filed with the Company's initial filing
of Form SB-2 on September 25, 1997(*), with Amendment No. 1 to Form SB-2 filed
October 23, 1997(**), or with Amendment No. 3 filed December 17, 1997(***).
<TABLE>
<CAPTION>
EXHIBIT
NO.
-------
<S> <C> <C>
***1.1 -- Underwriting Agreement
***1.2 -- Selected Dealer Agreement
*3.1 -- Certificate of Incorporation of the Company and all
amendments thereto
***3.2.1 -- Amended and Restated Bylaws of the Company
***4.1 -- Specimen Common Stock Certificate
***4.2 -- Underwriter's Warrant Agreement and Form of Warrant
*4.3 -- Designation of 10% Convertible Preferred Stock
</TABLE>
II-1
<PAGE>
<TABLE>
EXHIBIT
NO.
-------
<S> <C> <C>
***5 -- Opinion of Connolly Epstein Chicco Foxman Engelmyer & Ewing
regarding the legality of securities being registered
*10.1 -- Incentive Stock Option Plan of 1995
*10.2 -- Employment Agreement between the Company and Robert Portman
dated May 1, 1995
***10.2.1 -- Employment Agreement between the Company and Robert Portman
effective January 1, 1998
*10.3 -- Strategic Alliance Agreement between the Company and the
Institute of Nutrition and Food Hygiene
*10.4 -- Exclusive License Agreement between the Company and the INFH
*10.5 -- Shareholders Agreement
*10.6 -- Big Sky, Inc. Endorsement Agreement
*10.7 -- Big Sky, Inc. Option Agreement
10.8 -- Financial Consulting Agreement between the Company and the
Underwriter
**10.9 -- License and distribution letter agreement with Kemin Foods,
L.C. dated September 22, 1997
**10.10 -- Credit Agreement with Summit Bank dated May 1, 1997
***23.1 -- Consent of Schiffman Hughes Brown
***23.2 -- Consent of Connolly Epstein Chicco Foxman Engelmyer & Ewing
(included in Exhibit 5)
*24 -- Power of Attorney (included in the signature pages of the
Registration Statement)
***27 -- Financial Data Schedules
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II-2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Post-Effective
Amendment No. 1 to Registration Statement No. 333-36379 to be signed on its
behalf by the undersigned, in the City of Philadelphia, on the 19th day of
December, 1997.
PACIFICHEALTH LABORATORIES, INC.
By: /s / ROBERT PORTMAN
-----------------------------------------
Robert Portman
President and Chief Executive Officer
and a Director
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
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<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s / JONATHAN D. RAHN Chief Financial Officer, December 19, 1997
- --------------------------------------- Principal Accounting
Jonathan D. Rahn Officer and a Director
/s / DAVID I. PORTMAN Director December 19, 1997
- ---------------------------------------
David I. Portman
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
EXHIBIT NO. DESCRIPTION NUMBER
- ----------- ----------- ---------------
<S> <C> <C> <C>
***1.1 -- Underwriting Agreement
***1.2 -- Selected Dealer Agreement
*3.1 -- Certificate of Incorporation of the Company and all
amendments thereto
***3.2 -- Amended and Restated Bylaws of the Company
***4.1 -- Specimen Common Stock Certificate
***4.2 -- Underwriter's Warrant Agreement and Form of Warrant
*4.3 -- Designation of 10% Convertible Preferred Stock
****4.4 -- Form of Promotional Shares Lock Up Agreement
****4.5 -- Form of Underwriter's Lock Up Agreement
***5 -- Opinion of Connolly Epstein Chicco Foxman Engelmyer &
Ewing regarding the legality of securities being
registered
*10.1 -- Incentive Stock Option Plan of 1995
*10.2 -- Employment Agreement between the Company and Robert
Portman dated May 1, 1995
***10.2.1 -- Employment Agreement between the Company and Robert
Portman effective January 1, 1998
*10.3 -- Strategic Alliance Agreement between the Company and
the Institute of Nutrition and Food Hygiene
*10.4 -- Exclusive Licensing Agreement between the Company and
the INFH
*10.5 -- Shareholders Agreement
*10.6 -- Big Sky, Inc. Endorsement Agreement
*10.7 -- Big Sky, Inc. Option Agreement
*10.8 -- Financial Consulting Agreement between the Company
and the Underwriter
**10.9 -- License and distribution letter agreement with Kemin
Foods, L.C. dated September 22, 1997
**10.10 -- Credit Agreement with Summit Bank dated May 1, 1997
***23.1 -- Consent of Schiffman Hughes Brown
***23.2 -- Consent of Connolly Epstein Chicco Foxman Engelmyer &
Ewing (included in Exhibit 5)
*24 -- Power of Attorney (included in the signature pages of
the Registration Statement)
***27 -- Financial Data Schedules
</TABLE>
- ------------------
* Filed with Form SB-2 on September 25, 1997
** Filed with Amendment No. 1 to Form SB-2 on October 23, 1997
*** Filed with Amendment No. 3 to Form SB-2 on December 17, 1997
**** Filed with Post Effective Amendment No. 1 on December 19, 1997
PACIFICHEALTH LABORATORIES, INC.
PROMOTIONAL SHARES LOCK-IN AGREEMENT
I. This Promotional Shares Lock-In Agreement ("Agreement"), which was entered
into on the 16th of December 1997, by and between PacificHealth
Laboratories, Inc. ("Issuer"), whose principal place of business is located
in Woodbridge, New Jersey, and _________________________ ("Security Holder")
witnessed that:
A. The issuer has filed an application with the Pennsylvania Securities
Commission (the "Commission") to register certain of its Equity
Securities for sale to public investors who are residents of
Pennsylvania ("Registration");
B. The Security Holder is the owner of shares of common stock or similar
securities and/or possess convertible securities, warrants, options or
rights which may be converted into, or exercised to purchase shares of
common stock or similar securities of Issuer.
C. As a condition to Registration, the Issuer and Security Holder
("Signatories") agree to be bound by the terms of this Agreement.
II. THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or dispose
of, whether or not for consideration, directly or indirectly, the EQUITY
SECURITIES as defined in the North American Securities Administrators
Association ("NASAA") Statement of Policy on Corporate Securities
Definitions set forth below and all certificates representing stock
dividends, stock splits, recapitalizations, and the like, that are granted
to, or received by, the Security Holder while the EQUITY SECURITIES are
subject to this Agreement ("Restricted Securities").
a. Year one:
Restricted Securities - all shares owned by the Security Holder
b. Year two:
Restricted Securities - __________ shares of Common Stock
Beginning one year from the completion date of the Issuer's public offering
pursuant to the Registration, two and one-half percent (2 1/2%) of the
Restricted Securities may be released each quarter pro rata among the
Security Holders. All remaining Restricted Securities shall be released from
escrow on the anniversary of the second year from the completion date of the
public offering.
<PAGE>
III. THEREFORE, the Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation, merger, consolidation,
reorganization, sale or exchange of the Issuer's assets or securities
(including by way of tender offer), or any other transaction or
proceeding with a person who is not a Promoter, which results in the
distribution of the Issuer's assets or securities ("Distribution"),
while this Agreement remains in effect that:
1. All holders of the Issuer's EQUITY SECURITIES will initially share
on a pro rata, per share basis in the Distribution, in proportion to
the amount of cash or other consideration that they paid per share
for their EQUITY SECURITIES (provided that the Administrator has
accepted the value of the other consideration), until the
shareholders who purchased the Issuer's EQUITY SECURITIES pursuant
to the public offering ("Public Shareholders") have received, or
have had irrevocably set aside for them, an amount that is equal to
one hundred percent (100%) of the public offering's price per share
times the number of shares of EQUITY SECURITIES that they purchased
pursuant to the public offering and which they still hold at the
time of the Distribution, adjusted for stock splits, stock dividends
recapitalizations and the like; and
2. All holders of the Issuer's EQUITY SECURITIES shall thereafter
participate on an equal, per share basis times the number of shares
of EQUITY SECURITIES they hold at the time of the Distribution,
adjusted for stock splits, stock dividends, recapitalizations and
the like.
3. The Distribution may proceed on lesser terms and conditions than
the terms and conditions stated in paragraphs 1 and 2 above if a
majority of the EQUITY SECURITIES that are not held by Security
Holders, officers, directors, or Promoters of the Issuer, or their
associates or affiliates vote, or consent by consent procedure, to
approve the lesser terms and conditions.
B. In the event of a dissolution, liquidation, merger, consolidation,
reorganization, sale or exchange of the Issuer's assets or securities
(including by way of tender offer), or any other transaction or
proceeding with a person who is a Promoter, which results in a
Distribution while this Agreement remains in effect, the Restricted
Securities shall remain subject to the terms of this Agreement.
C. Restricted Securities may be transferred by will, the laws of descent
and distribution, the operation of law, or by order of any court of
competent jurisdiction and proper venue.
D. Restricted Securities of a deceased Security Holder may be hypothecated
to pay the expenses of the deceased Security Holder's estate. The
hypothecated Restricted Securities shall remain subject to the terms of
this Agreement. Restricted Securities may not be pledged to secure any
other debt.
-2-
<PAGE>
E. Restricted Securities may be transferred by gift to the Security
Holder's family members, provided that the Restricted Securities shall
remain subject to the terms of this Agreement.
F. With the exception of paragraph A.3 above, the Restricted Securities
shall have the same voting rights as similar EQUITY SECURITIES not
subject to the Agreement.
G. A notice shall be placed on the face of each stock certificate of the
Restricted Securities covered by the terms of the Agreement stating that
the transfer of the stock evidenced by the certificate is restricted in
accordance with the conditions set forth on the reverse side of the
certificate; and
H. A typed legend shall be placed on the reverse side of each stock
certificate of the Restricted Securities representing stock covered by
the Agreement which states that the sale or transfer of the shares
evidenced by the certificate is subject to certain restrictions until
the second anniversary of the completion of the public offering pursuant
to an agreement between the Security Holder (whether beneficial or of
record) and the Issuer, which agreement is on file with the Issuer and
the stock transfer agent from which a copy is available upon request and
without charge.
I. The terms of this Agreement shall begin on the date that the
Registration is declared effective by the Commission ("Effective Date")
and shall terminate:
1. On the anniversary of the second year from the completion date of
the public offering; or
2. On the date the Registration has been terminated if no securities
were sold pursuant thereto; or
3. If the Registration has been terminated, the date that checks
representing all of the gross proceeds that were derived therefrom
and addressed to the public investors have been placed in the U.S.
Postal Service with first class postage affixed; or
4. On the date the securities subject to this Agreement become "Covered
Securities," as defined under the National Securities Markets
Improvement Act of 1996.
J. This Agreement to be modified only with the written approval of the
Commission.
IV. THEREFORE, the Issuer will cause the following:
A. A manually signed copy of the Agreement signed by the Signatories to be
filed with the Commission prior the Effective Date;
-3-
<PAGE>
B. Copies of the Agreement and a statement of the per share initial public
offering price to be provided to the Issuer's stock transfer agent;
C. Appropriate stock transfer orders to be placed with the Issuer's stock
transfer agent against the sale or transfer of the shares covered by the
Agreement prior to its expiration, except as may otherwise be provided
in this Agreement;
D. The above stock restriction legends to be placed on the periodic
statement sent to the registered owner if the securities subject to this
Agreement are uncertificated securities.
Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered an original. The Signatories have signed the Agreement
in the capacities, and on the dates, indicated.
V. The Security Holder understands and agrees that this agreement runs
concurrently with, and does not replace, the Security Holder's agreement
with First Montauk Securities Corp. (the "Underwriter") pursuant to which
the Security Holder has agreed to not sell any shares of Common Stock owned
by the Security Holder for one year from the effective date of the
Registration without the consent of the Underwriter, and further understands
that the Underwriter has represented to and agreed with the Commission that
it will not release any of the shares owned by the Security Holder for sale
during the one year period contemplated thereby.
IN WITNESS WHEREOF, the Signatories have executed this Agreement.
(ISSUER'S NAME)
By
----------------------------------
- ------------------------------------
President
- ------------------------------------
Signature
- ------------------------------------
Printed Name of Security Holder
- ------------------------------------
Title, if Applicable
-4-
FIRST MONTAUK SECURITIES CORP.
Attn: Robert Rabinowitz, Esquire
328 Newman Springs Road
Red Bank, NJ 07701
Re: Agreement Not to Sell
Ladies and Gentlemen:
Reference is made to the proposed initial public offering of shares of
Common Stock of PacificHealth Laboratories, Inc. (the "Company") to be made
pursuant to a Registration Statement (the "Registration Statement") filed with
the Securities and Exchange Commission on September 25, 1997, which offering is
being underwritten by First Montauk Securities Corp. (the "Underwriter").
Intending to be legally bound hereby, the undersigned agrees that,
without the express prior written consent of the Underwriter, he or she will not
offer, sell, make any short sale of, loan, encumber, grant any option for the
purchase of, or otherwise dispose of (the "Resale Restrictions") any shares of
common stock of the Company beneficially owned or otherwise held by the
undersigned as of the date of this letter or hereafter acquired from the Company
by the undersigned (collectively, the "Shares") for a period of one year after
the effective date of the Registration Statement (the "Lock-up Period"). The
Resale Restrictions are intended and agreed to preclude the undersigned from
engaging in any hedging or other transaction which may lead to or result in a
sale of Shares during the Lock-up Period even if such Shares would be sold by
someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale (whether or not
against the box), any pledge or any purchase, sale or grant of any right
(including without limitation any put or call option) with respect to any of the
Shares.
The undersigned agrees and consents to the entry of stop transfer
instructions with the transfer agent for the Company's Common Stock against any
transfer of shares of Common Stock by the undersigned in contravention of the
Resale Restrictions. The undersigned understands that the Underwriter and the
Company will rely upon the representations set forth in this letter in
proceeding with the public offering, and that the agreements of the undersigned
set forth herein are irrevocable and shall be binding upon the undersigned's
heirs, legal representatives, successors and assigns.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Shares either during his or her lifetime or on death by will or intestacy
to his or her immediate family or to a trust the beneficiaries of which are
exclusively the undersigned and/or a member or members of his or her immediate
<PAGE>
family; provided, however, that in any such case it shall be a condition to any
such transfer that the transferee execute an agreement stating that the
transferee is receiving and holding the Shares subject to the provisions of this
Lock-up Agreement, and that no further transfer of such Shares shall be made
except in accordance with this Lock-up Agreement. For purposes of this
paragraph, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
Very truly yours,
By:
-----------------------------------
Signature(s)
------------------------------------
Printed name(s) of person(s) signing
Accepted and Agreed to:
FIRST MONTAUK SECURITIES CORP.
By:
---------------------------------
Title:
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