<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997.
REGISTRATION NO. 333-36379
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
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>
------------------------
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:
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
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS.
(a) Exhibits
Except as otherwise indicated, all exhibits listed below were filed with
the Company's initial filing of Form SB-2 on September 25, 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 -- Bylaws of the Company
***4.1 -- Specimen Common Stock Certificate
*4.2 -- Form of Underwriter's Warrant
*4.3 -- Designation of 10% Convertible Preferred Stock
***5 -- Opinion of Connolly Epstein Chicco Foxman Engelmyer & Ewing regarding the legality of securities
being registered
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
*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 dated November __, 1997
*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
</TABLE>
- ------------------
* Previously filed
** Filed with Amendment No. 2.
*** To be filed by amendment.
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 Amendment No. 2
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 November, 1997.
PACIFICHEALTH LABORATORIES, INC.
By: /s/ Robert Portman
-----------------------------------------
Robert Portman
President and Chief Executive Officer
and a Director
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints Robert
Portman and Jonathan D. Rahn, and each of them, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement on Form SB-2 of PacificHealth Laboratories, Inc., and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s / JONATHAN D. RAHN Chief Financial Officer, November 19, 1997
- ---------------------------------------------- Principal Accounting Officer
Jonathan D. Rahn and a Director
/s / DAVID I. PORTMAN Director November 19, 1997
- ----------------------------------------------
David I. Portman
- ---------------------------------------------- Director , 1997
T. Colin Campbell
</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 -- Bylaws of the Company
***4.1 -- Specimen Common Stock Certificate
*4.2 -- Form of Underwriter's Warrant
*4.3 -- Designation of 10% Convertible Preferred Stock
***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 dated
November __, 1997
*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>
- ------------------
* Previously filed
** Filed with this Amendment No. 2
*** To be filed by amendment
[LETTERHEAD OF SCHIFFMAN HUGHES BROWN]
ACCOUNTANT'S CONSENT
To the Stockholders and Board of Directors
PacificHealth Laboratories, Inc.
We consent to the use of our Independent Auditor's Report dated August 29, 1997
and accompanying financial statements of PacificHealth Laboratories, Inc. for
the years ended December 31, 1996 and 1995, in the Prospectus constituting part
of the Registration Statement on Form SB-2 which is to be filed with the
Securities and Exchange Commission for PacificHealth Laboratories, Inc. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ SCHIFFMAN HUGHES BROWN
SCHIFFMAN HUGHES BROWN
Certified Public Accountants
Blue Bell, Pennsylvania
November 18, 1997
