SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
SCHEDULE 14A
Information Required In Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
---------------------------------
Filed by the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For use of the Commission only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Exchange Act Rule 14a-11 or 14a-12
PACIFICHEALTH LABORATORIES, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
<PAGE>
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PACIFICHEALTH LABORATORIES, INC.
1480 ROUTE 9 NORTH, SUITE 204
WOODBRIDGE, NJ 07095
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 25, 1999
TO THE STOCKHOLDERS OF PACIFICHEALTH LABORATORIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
PACIFICHEALTH LABORATORIES, INC. (the "Company") will be held at the Woodbridge
Hilton, 120 Wood Avenue -- South, Iselin, New Jersey 08830 on October 25, 1999
at 10:30 a.m., local time, for the following purposes:
1. To elect five (5) directors;
2. To ratify the appointment of Schiffman Hughes Brown, P.C. as
independent auditors for the Company for the fiscal year ending
December 31, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has established the close of business on September
24, 1999 as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. In order that
the meeting can be held and a maximum number of shares can be voted, whether or
not you plan to be present at the meeting in person, please fill in, date and
sign, and promptly return the enclosed Proxy in the return envelope provided for
your use. No postage is required if mailed in the United States.
By order of the Board of Directors,
David Portman, Secretary
September 27, 1999
<PAGE>
PACIFICHEALTH LABORATORIES, INC.
1480 ROUTE 9 NORTH, SUITE 204
WOODBRIDGE, NJ 07095
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 25, 1999
The enclosed Proxy is solicited on behalf of the Board of Directors of
PACIFICHEALTH LABORATORIES, INC. (the "Company") for use at the Annual Meeting
of Stockholders on October 25, 1999 (such meeting and any adjournment or
adjournments thereof are referred to as the "Annual Meeting") for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders and in
this Proxy Statement. This Proxy Statement and the enclosed Proxy are being
mailed to stockholders on or about September 27, 1999.
VOTING SECURITIES
Only the holders of shares of common stock, par value $.001 per share (the
"Common Stock"), of the Company (the "Shares") of record at the close of
business on September 24, 1999 (the "Record Date") are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, there were
4,554,367 shares of Common Stock outstanding and entitled to be voted at the
Annual Meeting. Each share of Common Stock is entitled to cast one vote for the
election of up to five nominees for the Board of Directors and to cast one vote
on each other matter to be considered. The five (5) nominees for the Board of
Directors receiving the highest number of affirmative votes of the Shares
present or represented and entitled to be voted shall be elected as directors.
A majority of outstanding Shares will constitute a quorum for the
transaction of business at the Annual Meeting. Votes withheld from any director,
abstentions and broker non-votes will be counted for purposes of determining the
presence of a quorum for the transaction of business at the Annual Meeting. On
any matters other than election of directors presented to stockholders,
abstentions will be counted, and broker non-votes will not be counted for
purposes of determining whether a proposal has been approved.
REVOCABILITY OF PROXY
Execution of the enclosed Proxy will not affect a stockholder's right to
attend the Annual Meeting and vote in person. A stockholder, in exercising his
right to vote in person at the Annual Meeting, effectively revokes all
previously executed Proxies. In addition, the Proxy is revocable at any time
prior to the effective exercise thereof by filing notice of revocation with the
Secretary of the Company or by filing a duly executed Proxy bearing a later
date.
PERSONS MAKING THE SOLICITATION
The solicitation of Proxies is being made by the Company. The cost of such
solicitation, including the actual expenses incurred by brokerage houses,
nominees and fiduciaries in forwarding Proxy materials to beneficial owners,
will be borne by the Company. In addition to solicitation by mail, certain
officers and other employees of the Company may solicit Proxies in person, by
mail, or by telephone.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of September 24, 1999, the Company had outstanding 4,554,367 shares of
Common Stock. The following table sets forth information concerning the present
ownership of the Company's Common Stock by each person known to the Company to
be the beneficial owner of more than five percent of the Common Stock, by each
of the Company's directors and executive officers, and by the Company's
directors and executive officers, as a group.
<TABLE>
<CAPTION>
COMMON STOCK (1) COMMON STOCK (1)
NAME AND ADDRESS AMOUNT BENEFICIALLY OWNED PERCENTAGE OF CLASS
- ---------------- ------------------------- -------------------
<S> <C> <C>
Robert Portman (2)............................... 1,428,101 27.1%
President, Chief Executive Officer and a
Director
188 Igoe Road
Morganville, NJ 07751
Jonathan D. Rahn (3)............................. 443,000 9.3%
Executive Vice President, Chief Financial
Officer and a Director
413 Gatewood Road
Cherry Hill, NJ 08003
David I. Portman (4)............................. 190,000 4.2%
Secretary and a Director
19 Pal Drive
Wayside, NJ 07712
T. Colin Campbell (5)............................ 177,954 3.9%
Director
26 Beckett Way
Ithaca, NY 14850
Irving Tabachnick (6)............................ 15,000 *
Director
9 Woodland Avenue
North Caldwell, NJ 07006
Executive Officers and Directors, as a group (5
persons)....................................... 2,254,055 41.0%
</TABLE>
- ------------------
* Less than one percent
(1) Common Stock which is issuable upon the exercise of a stock option which is
presently exercisable or which becomes exercisable within sixty days is
considered outstanding for the purpose of computing the percentage ownership
(x) of persons holding such options, and (y) of officers and directors as a
group with respect to all options held by officers and directors.
(2) Includes (i) a presently-exercisable option issued pursuant to the Company's
1995 Incentive Stock Option Plan (a "1995 Plan Option") to acquire 300,000
shares at a price of $2.00 per share, (ii) a presently-exercisable 1995 Plan
Option to acquire an additional 225,000 shares at a price of $3.75 per
share, and (iii) a 1998 Employment Contract Option to acquire an additional
158,334 shares at a price of $6.00 per share. Does not include (x) 200,000
shares of Common Stock owned by Jennifer Portman, Dr. Portman's wife,
individually and as Trustee for his and her minor children, as to which Dr.
Portman disclaims beneficial ownership, and (y) 1998 Employment Contract
Options to purchase an additional 316,666 shares which are not vested and do
not vest within sixty days, and (z) 1995 Plan Option to acquire an
additional 200,000 shares at a price of $2.25 per share which are not vested
and do not vest within sixty days.
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<PAGE>
(3) Includes a presently-exercisable 1995 Plan Option to acquire 200,000 shares
at a price of $3.75 per share. Does not include a 1995 Plan Option to
acquire an additional 50,000 shares at a price of $2.25 per share which are
not vested and do not vest within sixty days.
(4) Includes a presently-exercisable 1995 Plan Option to acquire 5,000 shares at
a price of $2.25 per share.
(5) Includes (i) a presently-exercisable 1995 Plan Option to acquire 5,000
shares at a price of $3.75 per share, and (ii) a presently-exercisable 1995
Plan Option to acquire an additional 5,000 shares at a price of $2.25 per
share. Does not include 38,900 shares of Common Stock owned by Dr.
Campbell's wife or 160,521 shares of Common Stock owned by Dr. Campbell's
adult children, as to which he disclaims beneficial ownership.
(6) Includes (i) a presently-exercisable 1995 Plan Option to purchase 10,000
shares at a price of $4.75, and (ii) a presently-exercisable 1995 Plan
Option to acquire an additional 5,000 shares at a price of $2.25 per share.
CHANGE OF CONTROL
There are no arrangements known to the Company, the operation of which may
at a subsequent date result in a change in control of the Company.
1. ELECTION OF DIRECTORS
It is intended that the persons named as Proxies for this Annual Meeting
will vote in favor of the election of the following nominees as directors of the
Company, to hold office until the Annual Meeting of Stockholders in 2000 and
until their successors are duly elected and qualified. All of the nominees are
presently serving as directors of the Company. Each of the nominees has
consented to serve if elected. However, if any of the nominees should become
unavailable prior to the election, the holder of the Proxies may vote the
Proxies for the election of such other persons as the Board of Directors may
recommend, unless the Board of Directors reduces the number of directors to be
elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF THE SLATE OF NOMINEES SET FORTH IN THIS PROPOSAL. PROXIES
RECEIVED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON
THEIR PROXY CARDS. THE FIVE NOMINEES RECEIVING THE HIGHEST NUMBER OF AFFIRMATIVE
VOTES OF THE SHARES PRESENT OR REPRESENTED AND ENTITLED TO BE VOTED SHALL BE
ELECTED AS DIRECTORS.
Dr. Robert Portman, age 55, was appointed to the Board of Directors in
April 1995. Dr. Portman has also served as President, Treasurer and Chairman of
the Board of Directors of the Company since its inception. Dr. Portman has a PhD
in Biochemistry and worked as a senior scientist at Schering Laboratories before
co-founding M.E.D. Communications in 1974 with his brother, David Portman. In
1987, Dr. Portman started a consumer agency and, in 1993, he merged both
agencies to form C&M Advertising. C&M Advertising, with billings in excess of
$100 million, handled national advertising for such diverse accounts as Berlex
Laboratories, Ortho-McNeil Laboratories, Tetley Tea, Radisson Hotels and HIP of
New Jersey. Effective June 1, 1995, Dr. Portman relinquished his
responsibilities as Chairman of C&M Advertising (which since has been renamed
"The Sawtooth Group") to assume his present positions with the Company on a full
time basis, and, in September 1996, Dr. Portman sold his interest in that
company.
Jonathan D. Rahn, age 55, was appointed to the Board of Directors of the
Company in March 1996, and has served as the Executive Vice President and Chief
Financial Officer of the Company since July 1996. From the inception of the
Company to his employment by the Company in July 1996, Mr. Rahn served as a
consultant to the Company in financial and certain operational matters. Mr.
Rahn, a certified public accountant, has over 30 years experience in accounting
and financial analysis, and has held various executive positions for a number of
diverse businesses, both public and private. For approximately three years
immediately preceding his employment by the Company, he was a self-
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<PAGE>
employed consultant involved in the evaluation, due diligence and structuring of
investments in and acquisitions of development-stage companies.
David I. Portman, age 58, has served as Secretary and a director of the
Company from its inception. Mr. Portman has a BS in Pharmacy and an MBA. He
worked as a sales representative and marketing manager for Eli Lilly,
Beecham-Massengill, Winthrop Laboratories and Sandoz Pharmaceuticals before
co-founding M.E.D. Communications in 1974. In 1988, Mr. Portman sold his
interest in M.E.D. Communications to Robert Portman, and became President of
TRIAD Development, a real estate company that has numerous commercial and rental
properties in New Jersey, a position that he still holds. Mr. Portman also has
served as a director of First Montauk Securities Corp. since 1993.
Robert Portman and David Portman are brothers.
Dr. T. Colin Campbell, age 65, has served as a director of the Company
since its inception. Dr. Campbell also serves as Chairman of the Company's U.S.
Scientific Advisory Board. Dr. Campbell has been Jacob Gould Schurman Professor
of Nutritional Biochemistry of Cornell University since 1985. Over the past
three decades, Dr. Campbell has been directing research correlating diet,
lifestyle and disease. In 1979, Dr. Campbell, with the encouragement of the
Chinese government, initiated the largest epidemiological study ever undertaken
focusing on the relationship between nutrition and disease. The China-Cornell
Research Project is expected to continue well into the 21st Century. Dr.
Campbell is an honorary professor at the Chinese Academy of Preventive Medicine.
Dr. Irving I.A. Tabachnick, age 74, was elected a director of the Company
in December 1997. Dr. Tabachnick has served as a consultant to Schering Plough
Corporation, a New York Stock Exchange listed company, since 1989. Prior to
1989, he was employed by Schering Plough Corporation in a number of positions,
including Vice President -- Drug Safety and Metabolism, Senior Director --
Biological Research and Development, and Director -- Biological Sciences and
Director -- Physiology and Biochemistry.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met twice in fiscal 1998, with all members in
attendance. In addition, the Board of Directors took action by unanimous written
consent in lieu of a formal meeting of the Board on one occasion in fiscal 1998.
The Company's Board of Directors has appointed an Audit Committee, the
members of which are T. Colin Campbell, Irving I.A. Tabachnick and Jonathan D.
Rahn. The Audit Committee met twice in fiscal 1998, with all members in
attendance. The Company does not have a standing nominating or compensation
committee.
DIRECTORS' COMPENSATION
For the year ended December 31, 1998, the Company paid directors' fees of
$2,500 to each of its two independent directors, T. Colin Campbell and Irving
I.A. Tabachnick, for their services as directors and as members of the Audit
Committee. None of the Company's other directors, all of whom also serve as
officers of the Company, received compensation for their service as directors.
EXECUTIVE COMPENSATION
Robert Portman is the only executive officer of the Company with a
fixed-term employment agreement. Under this agreement, Dr. Portman is employed
for a three-year term commencing January 1, 1998, at an annual salary of
$150,000 for the first two years, and at a salary to be determined by the
Compensation Committee of the Company's Board of Directors during the third
year. In addition to salary, Dr. Portman is entitled to receive a bonus of
$25,000 if the Company's net, pre-tax income in the fiscal year ending December
31, 1998, exceeds $25,000, and a further bonus equal to five percent
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<PAGE>
of the amount, if any, by which the Company's net, pre-tax income exceeds
$1,000,000 in the fiscal years ending December 31, 1998 and 1999.
Dr. Portman's employment agreement also provided for a grant of options
under the Company's Incentive Stock Option Plan, to purchase up to 475,000
shares of Common Stock at a price of $6.00 per share, the initial public
offering price of shares in the Company's public offering in December 1997. This
option vests as to one-third of the shares issuable upon full exercise of the
option as of the first, second and third anniversaries of the effective date of
the employment agreement, provided that Dr. Portman is employed by the Company
at such dates. To the extent not previously vested, the option also will vest if
Dr. Portman's employment is terminated by the Company without cause. In
addition, if Dr. Portman's employment is terminated by the Company without
cause, or by Dr. Portman with cause, Dr. Portman will be entitled to receive
payment of an amount equal to the lesser of full salary for one year or for the
remaining term of the agreement.
SUMMARY COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning compensation paid
during 1998, 1997 and 1996 to the Chief Executive Officer of the Company and any
other person who was an executive officer of the Company at any time during 1998
and whose salary and bonus exceeded $100,000 in 1998. The table below sets forth
information concerning compensation paid to Dr. Portman in 1998, 1997 and 1996
and to Jonathan D. Rahn, Executive Vice President of the Company, in 1998 and
1997. No executive officers of the Company other than Dr. Portman and Mr. Rahn
received compensation of $100,000 or more in fiscal 1998, 1997 and only Dr.
Portman received $100,000 or more in 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
SECURITIES
OTHER UNDER- ALL
ANNUAL RESTRICTED LYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
SALARY BONUS SATION AWARD(S) SARS PAYOUTS SATION
NAME AND PRINCPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
-------------------------- ---- ------- ----- ------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert Portman,.......................... 1998 150,000 -0- -0- -0- -0- -0- -0-
President 1997 150,000 -0- (1) -0- 475,000 -0- -0-
1996 162,500(2) -0- (1) -0- 225,000 -0- -0-
Jonathan Rahn,........................... 1998 125,000 -0- (1) -0- -0- -0- -0-
Executive Vice President 1997 100,000 -0- (1) -0- -0- -0- -0-
</TABLE>
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(1) Less than 10% of annual salary and bonus.
(2) Includes $37,500 accrued in respect of 1995 salary which was paid in 1996.
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STOCK OPTIONS
None of the Company's executive officers were granted stock options or
stock appreciation rights in 1998.
The following table sets forth information with respect to the number of
unexercised options and the value of unexercised "in-the-money" options held by
Robert Portman and Jonathan Rahn at December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1998 AND
OPTION/SAR VALUES AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OF SECURITIES $ VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS
ON VALUE AT 12/31/98 AT 12/31/98
EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME (#) ($) (#) ($)
(a) (b) (c) (d) (e)
---- -------- -------- --------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert Portman............................... -0- -0- 525,000 475,000 412,500 -0-
Jonathan Rahn................................ -0- -0- 200,000 -0- -0- -0-
</TABLE>
For the purpose of computing the value of "in-the-money" options at
December 31, 1998, in the above table, the fair market value of the Common Stock
at such date is deemed to be $3.375 per share, the closing sale price of the
Common Stock on such date as reported by Nasdaq.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Through December 1997, the Company leased approximately 2,645 square feet
of office space, utilized for executive and administrative offices, from CSC
Associates, a company owned by Robert Portman, Chairman of the Board and Chief
Executive Officer of the Company, and David Portman, Secretary and a Director of
the Company, at a monthly rental of $2,645, plus utilities. The Company believes
that the terms of such lease were at least as favorable to it as could have been
obtained from an unrelated party through arms-length negotiations. At year end
1997, CSC Associates sold the building in which such offices are located to an
unaffiliated person, subject to the Company's lease. The Company subsequently
modified its lease with the new lessor, and in July 1998 moved to larger space
in an adjoining building.
Except as described in this Proxy Statement, the Company has not entered
into any material transactions or series of transactions during its last two
fiscal years, nor are any transactions contemplated, which, in the aggregate,
would be considered material in which any officer, director or beneficial owner
of 5% or more of any class of capital stock of the Company had a direct or
indirect material interest.
2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Schiffman Hughes Brown ("SHB") as
independent auditors for the Company for the fiscal year ending December 31,
1999. A proposal to ratify that appointment will be presented at the Annual
Meeting. SHB had served as the Company's auditors since the Company's
incorporation and has no relationship with the Company other than that arising
from its employment as independent auditors. Representatives of SHB are expected
to be present at the Annual Meeting, will have an opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions from the stockholders. If the appointment of SHB is not
ratified by the stockholders, the Board of Directors is not obligated to appoint
other auditors, but the Board of Directors will give consideration to such
unfavorable vote. THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT YOU VOTE
FOR RATIFICATION OF THE APPOINTMENT OF SCHIFFMAN HUGHES BROWN, P.C. AS THE
COMPANY'S INDEPENDENT AUDITORS.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Proxy Statement incorporates by reference the Company's Annual Report
to Stockholders which is being delivered to Stockholders herewith in respect to
the annual stockholders meeting to which this Proxy Statement relates.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Disclosure of Delinquent Filers Pursuant to Item 405 of Regulation S-K:
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities ("10% Stockholders") to file
reports of ownership and changes in ownership of Common Stock and other equity
securities of the Company with the Securities and Exchange Commission ("SEC").
Officers, directors and 10% Stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
The Company became subject to these reporting requirements in December
1997. Based solely on its review of the copies of such forms received by it and
written representations from certain reporting persons that no other reports
were required for those persons, the Company believes that all Section 16(a)
filing requirements applicable to its officers, directors and 10% Stockholders
were complied with in 1998.
OTHER MATTERS
The Company is not aware of any other business to be presented at the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, however, the enclosed Proxy confers discretionary authority with
respect thereto.
The Company's Annual Report to Stockholders for the year ended December 31,
1998, including financial statements and other information with respect to the
Company and its subsidiaries, was mailed to the stockholders on May 13, 1999,
and is not to be regarded as proxy solicitation material.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposal by a stockholder to be presented at the 2000 Annual Meeting of
Stockholders must be received by the Company at the Company's principal
executive offices, 1480 Route 9 North, Suite 204, Woodbridge, NJ 07095, no later
than May 14, 2000, or, if the Company's 2000 Annual Meeting is held on or before
August 11, 2000, or on or after October 11, 2000, such proposal must be received
a reasonable time before the Company's solicitation of proxies for that meeting
is made.
BY ORDER OF THE BOARD OF DIRECTORS
David Portman, Secretary
Dated: September 27, 1999
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<PAGE>
PACIFICHEALTH LABORATORIES, INC.
1480 ROUTE 9 NORTH, SUITE 204
WOODBRIDGE, NJ 07095
PROXY -- ANNUAL MEETING OF SHAREHOLDERS -- MONDAY, OCTOBER 25, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert Portman and Jonathan D. Rahn, or
either of them, proxy, with the power to appoint his substitute, and hereby
authorizes each to represent and to vote, as designated below, all the Common
Shares of PacificHealth Laboratories, Inc. held of record by the undersigned on
September 24, 1999 at the Annual Meeting of Shareholders to be held on Monday,
October 25, 1999 or at any adjournment thereof.
1. ELECTION OF DIRECTORS.
/ / FOR all nominees listed / / WITHHOLD AUTHORITY to vote
below (except as marked to for all nominees listed below
the contrary below)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Robert Portman, Jonathan D. Rahn, David Portman, T. Colin Campbell
and Irving Tabachnick
2. PROPOSAL TO RATIFY THE APPOINTMENT OF SCHIFFMAN HUGHES BROWN, P.C. AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized, to the extent permitted by
the rules of the Securities and Exchange Commission, to vote upon such other
business as may properly come before the meeting of any adjournment.
(Continued, and to be signed, on Reverse Side)
<PAGE>
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS; FOR PROPOSAL
2; AND IN ACCORDANCE WITH THE PROXIES' JUDGMENT UPON OTHER MATTERS PROPERLY
COMING BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Date: ______________ , 1999
___________________________
Signature
___________________________
Signature, if held jointly
