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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
------------------------
FOR ANNUAL AND TRANSITIONAL REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21003
TWINLAB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)
<TABLE>
<S> <C>
DELAWARE 11-3317986
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2120 SMITHTOWN AVENUE
RONKONKOMA, NEW YORK 11779
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(516) 467-3140
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $1.00
PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of shares of Common Stock of the registrant held
by non-affiliates based on the closing sale price of the Common Stock on March
31, 1997 as reported on The Nasdaq National Market System was $132,564,600.
As of March 31, 1997, the registrant had 27,000,000 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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TWINLAB CORPORATION
FORM 10-K/A
INDEX
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PAGE
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PART III
Item 10. Directors and Executive Officers of the Registrant........................... 3
Item 11. Executive Compensation....................................................... 6
Item 12. Security Ownership of Certain Beneficial Owners and Management............... 10
Item 13. Certain Relationships and Related Transactions............................... 11
Signatures............................................................................ 14
</TABLE>
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AMENDMENT NO. 1
TO THE FORM 10-K FILED BY
TWINLAB CORPORATION ON MARCH 24, 1997
The following Items were omitted from the Form 10-K filed by Twinlab
Corporation on March 24, 1997, and such Form 10-K is hereby amended to include
Part III as hereinafter set forth.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
INFORMATION CONCERNING DIRECTORS
The following table provides certain information as of March 31, 1997 about
each of the Company's directors. Brian Blechman, Dean Blechman, Neil Blechman,
Ross Blechman and Steve Blechman are brothers.
<TABLE>
<CAPTION>
POSITIONS WITH DIRECTOR
NAME AGE THE COMPANY SINCE
- --------------------------------------- --- --------------------------------------- --------
<S> <C> <C> <C>
Brian Blechman(1)...................... 46 Executive Vice President, Treasurer and 1996
Director
Dean Blechman.......................... 39 Executive Vice President and Director 1996
Neil Blechman.......................... 46 Executive Vice President, Secretary and 1996
Director
Ross Blechman(2)....................... 43 Chairman of the Board, Chief Executive 1996
Officer, President and Director
Steve Blechman......................... 43 Executive Vice President and Director 1996
John G. Danhakl(1)(2).................. 41 Director 1996
Jennifer Holden Dunbar(1) (2).......... 34 Director 1996
Jonathan D. Sokoloff(2)................ 39 Director 1996
</TABLE>
- ---------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
The business experience, principal occupation, employment and certain other
information concerning each director is set forth below.
Mr. Brian Blechman became an Executive Vice President, Treasurer and
Director of the Company on May 7, 1996. Mr. Blechman joined Twin Laboratories
Inc., a New York corporation ("TLI"), in 1972 and served as its Vice President,
Purchasing & Quality Control prior to May 7, 1996. He is responsible for
purchasing, quality control and facility management. Mr. Blechman is an
Executive Vice President and Director of Twin Laboratories Inc., a Utah
corporation ("Twin"), and Advanced Research Press, a New York corporation
("ARP"), direct and indirect wholly-owned subsidiaries of the Company,
respectively.
Mr. Dean Blechman became an Executive Vice President and Director of the
Company on May 7, 1996. Mr. Blechman joined TLI in 1979 and served as its Vice
President, Sales prior to May 7, 1996. He is responsible for sales and
distribution. Mr. Blechman is an Executive Vice President and Director of Twin
and ARP.
Mr. Neil Blechman became an Executive Vice President, Secretary and
Director of the Company on May 7, 1996. Mr. Blechman joined TLI in 1972 and
served as its Vice President, Marketing & Advertising prior to May 7, 1996. He
is responsible for marketing and advertising activities. Mr. Blechman is an
Executive Vice President and Director of Twin and ARP.
Mr. Ross Blechman became Chairman of the Board, Chief Executive Officer,
President and Director of the Company on May 7, 1996. Mr. Blechman joined TLI in
1974 and served as its Vice President, Production prior to May 7, 1996. He is
responsible for plant operations, MIS and the operations of the Alvita Tea
Division
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of Twin. Mr. Blechman is Chairman of the Board, President, Chief Executive
Officer and Director of Twin and an Executive Vice President and Director of
ARP.
Mr. Steve Blechman became an Executive Vice President and Director of the
Company on May 7, 1996. Mr. Blechman joined TLI in 1974 and served as its Vice
President, Product Development & Marketing prior to May 7, 1996. He is involved
in marketing and is primarily responsible for product development, customer
service and the operations of ARP. Mr. Blechman is an Executive Vice President
and Director of Twin and Chairman of the Board, Chief Executive Officer,
President and Director of ARP.
Mr. Danhakl became a director of the Company on May 7, 1996. He has been an
executive officer and an equity owner of Leonard Green & Partners, L.P. ("LGP"),
a merchant banking firm which manages Green Equity Investors II, L.P. ("GEI")
since 1995. Mr. Danhakl had previously been a Managing Director at Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ") and had been with DLJ since
1990. Prior to joining DLJ, Mr. Danhakl was a Vice President at Drexel Burnham
Lambert Incorporated. Mr. Danhakl is also a director of The Arden Group, Inc.
and a Director of Twin and ARP.
Ms. Holden Dunbar has been a director of the Company since its formation in
February, 1996. She joined Leonard Green & Associates, L.P. ("LGA"), a merchant
banking firm, as an associate in 1989, became a principal in 1993, and through a
corporation became a partner in 1994. Since 1994, Ms. Holden Dunbar has also
been an executive officer and equity owner of LGP. Ms. Holden Dunbar previously
was a financial analyst in mergers and acquisitions with Morgan Stanley & Co.
Ms. Holden Dunbar is a director of several private companies. Ms. Holden Dunbar
also serves as a Director of Twin and ARP.
Mr. Sokoloff became a director of the Company on May 7, 1996. He joined LGA
as a partner in 1990. Mr. Sokoloff has also been an executive officer and equity
owner of LGP since its formation in 1994. Mr. Sokoloff was previously a Managing
Director at Drexel Burnham Lambert Incorporated. Mr. Sokoloff is a director of
Carr-Gottstein Foods Co. and several private companies. Mr. Sokoloff also serves
as a Director of Twin and ARP.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit Committee and a
Compensation Committee. The Audit Committee recommends to the Board the
independent public auditors to be engaged and reviews the audit plans and
results of the auditing engagement with such auditors. The Audit Committee also
conducts pre-audit and post-audit reviews with the Company's management,
financial employees and independent auditors. The Audit Committee has
unrestricted access to and assistance from the officers, employees and
independent auditors of the Company. The Audit Committee is comprised of Brian
Blechman, John Danhakl and Jennifer Holden Dunbar.
The Compensation Committee reviews and approves the compensation of
executives of the Company and such other employees of the Company as assigned
thereto by the Board and makes recommendations to the Board with respect to
standards for setting compensation levels. The Compensation Committee has
unrestricted access to and assistance from the officers, employees and
independent auditors of the Company. The Compensation Committee is comprised of
Ross Blechman, Jonathan Sokoloff, John Danhakl and Jennifer Holden Dunbar.
Each of the Audit Committee and Compensation Committee held its first
meeting on March 20, 1997. All members of each such committee attended such
meetings.
The Company does not have a nominating committee. The functions customarily
performed by a nominating committee are performed by the Board of Directors as a
whole. Any stockholder who wishes to make a nomination at an annual or special
meeting for the election of directors must do so in compliance with the
applicable procedures set forth in the Company's By-laws. The Company will
furnish copies of such By-law provisions upon written request to the General
Counsel's Office at the Company's principal executive offices, 2120 Smithtown
Avenue, Ronkonkoma, New York 11779.
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In lieu of meeting, the Company's Board of Directors acted by unanimous
written consent on 12 occasions during the fiscal year ended December 31, 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who beneficially own
more than ten percent of the Company's Common Stock to report their ownership of
and transactions in the Company's Common Stock to the Securities and Exchange
Commission (the "Commission") and The Nasdaq National Stock Market. Copies of
these reports are also required to be supplied to the Company. The Company
believes, based solely on a review of the copies of such reports received by the
Company, that during 1996 all applicable Section 16(a) reporting requirements
were complied with, except for the inadvertent failure to file one monthly
report on Form 4 for each of Dean Blechman, Neil Blechman, Ross Blechman and
Steve Blechman, reflecting their respective minor children's acquisitions of a
small number of shares of the Company's Common Stock in November, 1996. These
transactions were reported on year-end reports on Form 5 for each such
individual.
INFORMATION CONCERNING EXECUTIVE OFFICERS
The executive officers of the Company as of March 31, 1997, together with
information regarding the business experience of such officers, are identified
below. Information regarding the business experience of Messrs. Brian Blechman,
Dean Blechman, Neil Blechman, Ross Blechman and Steve Blechman is set forth
above under the heading "Information Concerning Directors." Each executive
officer is elected annually by the Board of Directors of the Company and serves
until the next regular annual meeting of the Board and until his or her
successor is duly elected and qualified, or until his or her earlier death,
disqualification, resignation or removal.
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NAME POSITION
---------------------------------------- ------------------------------------------------
<S> <C>
Brian Blechman.......................... Executive Vice President and Treasurer
Dean Blechman........................... Executive Vice President
Neil Blechman........................... Executive Vice President and Secretary
Ross Blechman........................... Chairman of the Board, Chief Executive Officer
and President
Steve Blechman.......................... Executive Vice President
Stephen Welling......................... President of Nature's Herbs Division of Twin
</TABLE>
Mr. Welling, age 42, became the President of the Nature's Herbs Division of
Twin (formerly known as Natur-Pharma Inc.) on May 7, 1996. Mr. Welling joined
Natur-Pharma Inc. in 1977 as the Controller and served as its President from
December 20, 1991 until May 7, 1996. Prior to his promotion to President, Mr.
Welling served as Vice President of Operations of Natur-Pharma Inc. Mr. Welling
is on the board of directors of the National Nutritional Foods Association, a
leading trade organization of the industry's retailers, distributors, suppliers
and manufacturers.
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ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth compensation
earned, whether paid or deferred, by the Company's Chief Executive Officer and
its other four most highly compensated executive officers (collectively, the
"Named Executive Officers") for services rendered in all capacities to the
Company during the years ended December 31, 1995 and 1996. Prior to May 7, 1996,
the Blechman Brothers collectively acted in a similar capacity to a Chief
Executive Officer.
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ANNUAL COMPENSATION
------------------------------------------
ALL OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL OCCUPATION YEAR SALARY($) BONUS($)(A) COMPENSATION($)(B) COMPENSATION($)(C)
- --------------------------------- ----- -------- ----------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Ross Blechman.................... 1996 403,077 324,950 18,650 1,365
Chairman of the Board, 1995 402,461 368,145 18,477 1,365
President
and Chief Executive Officer
Brian Blechman................... 1996 403,077 324,950 19,607 1,660
Executive Vice President and 1995 401,523 368,145 14,944 1,660
Treasurer
Dean Blechman 1996 403,077 324,950 26,531 1,073
Executive Vice President 1995 402,545 368,145 25,285 1,073
Neil Blechman.................... 1996 403,077 324,950 23,294 1,660
Executive Vice President and 1995 402,545 368,145 18,458 1,660
Secretary
Steve Blechman................... 1996 403,077 324,950 28,653 1,365
Executive Vice President 1995 402,548 368,145 22,132 1,365
</TABLE>
- ---------------
(a) A description of the Company's bonus arrangements is contained below under
"-- Employment Agreements."
(b) For fiscal year 1995, includes (i) payment of premiums for executive medical
insurance policies; (ii) payments under TLI's Profit Sharing Plan; (iii)
automobile allowances; and (iv) payment of premiums for TLI's cafeteria
benefits program, for each of the Blechman Brothers. For fiscal year 1996,
includes (i) payment of premiums for executive medical insurance policies;
(ii) matching contributions under Twin's 401(k) plan; (iii) automobile
allowances; and (iv) payment of premiums for TLI's cafeteria benefits
program and Twin's successor cafeteria benefits program, for each of the
Blechman Brothers.
(c) For fiscal years 1995 and 1996, represents the payment of premiums for term
life insurance policies for each of the Blechman Brothers.
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no compensation for
serving on the Board of Directors. Non-employee directors are reimbursed for
their out-of-pocket expenses in attending Board meetings. See "Certain
Relationships and Related Transactions -- Transactions with LGP" for a
description of the Management Services Agreement between LGP, the Company and
Twin.
EMPLOYMENT AGREEMENTS
On May 7, 1996, Twin entered into employment agreements with each of the
Blechman Brothers (each an "Employment Agreement"). Pursuant to the terms of the
Employment Agreement, the relevant individual will be employed as an executive
of the Company, Twin and ARP until November 15, 1999, renewable for terms of one
year thereafter. The Employment Agreement provides for a base salary of $400,000
(as adjusted annually for inflation), in addition to other customary perquisites
and benefits. In addition to receiving a base salary, the executive is also
eligible to participate in Twin's Bonus Plan, which entitles such individual to
a bonus payment of up to 128% of his base salary for the relevant calendar year
based on annual increases in EBITDA (as defined therein) realized by the Company
for each year of the employment term. The Employment Agreement also provides,
subject to certain exceptions, that upon a termination of the
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individual's employment during the term thereof (other than for "cause" as
defined therein), Twin is generally obligated to pay the individual an amount
equal to his base salary for the remaining term under the Employment Agreement
(which, for this purpose, will be a three year period).
On May 7, 1996, Twin entered into an employment agreement with Stephen
Welling to serve as President of Nature's Herbs Division of Twin (the
"Division") (the "Welling Employment Agreement"). The Welling Employment
Agreement provides that Mr. Welling will be employed as an executive of the
Company for a term of three years, renewable for terms of one year thereafter.
The Welling Employment Agreement provides for a base salary of $135,000 (as
adjusted annually for inflation), in addition to other customary perquisites and
benefits. In addition to receiving a base salary, Mr. Welling is also eligible
to participate in the Division Bonus Plan, which entitles him to a bonus payment
of up to 202.5% of his base salary for the relevant calendar year based on
annual increases in EBITDA (as defined therein) realized by the Division for
each year of the employment term. The Welling Employment Agreement also
provides, subject to certain exceptions, that upon a termination of Mr.
Welling's employment during the term thereof (other than for "cause" as defined
therein), Twin is generally obligated to pay Mr. Welling an amount equal to his
base salary for the remaining term under the Welling Employment Agreement.
On May 7, 1996, Twin entered into consulting agreements with each of David
and Jean Blechman, the parents of the Blechman Brothers and the founders of TLI
(together, the "Consultants") (each a "Consulting Agreement"). The Consulting
Agreement provides that the relevant individual be engaged as an independent
consultant to the Company, Twin and ARP for a term of five years. As
consideration for such consulting services, Twin is obligated to pay the
individual an annual consulting fee of $100,000, in addition to certain limited
perquisites and benefits.
The Company and Twin entered into non-competition agreements with each of
the Senior Executive Officers and the Consultants (each a "Non-Competition
Agreement"). The term of the Non-Competition Agreement of each of the Blechman
Brothers and of each of the Consultants and Stephen Welling is five years and
three years, respectively. The Non-Competition Agreement generally prevents the
individual from participating in any manner in the management, operation and/or
ownership of any entity which is engaged in similar lines of business to those
of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Ross Blechman, Jonathan
Sokoloff, John Danhakl and Jennifer Holden Dunbar. In addition to being a
director and executive officer of the Company, Mr. Blechman is also Chairman of
the Board, President, Chief Executive Officer and Director of Twin and an
Executive Vice President and Director of ARP. Messrs. Sokoloff and Danhakl and
Ms. Holden Dunbar are also directors of Twin and ARP. See "Certain Relationships
and Related Transactions" for a description of certain transactions involving
the Company and the members of the Compensation Committee or entities controlled
by such individuals.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee was formed in November, 1996 and is composed of
Messrs. R. Blechman, Sokoloff, Danhakl and Ms. Holden Dunbar. The Compensation
Committee reviews and approves the compensation of executives of the Company and
such other employees of the Company as assigned thereto by the Board and makes
recommendations to the Board with respect to standards for setting compensation
levels. The Compensation Committee held its first meeting on March 20, 1997, and
adopted the Report on Executive Compensation set forth below.
The Company does not presently have a stock option committee. The functions
customarily performed by a stock option committee are performed by the Board of
Directors as a whole.
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REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation for fiscal 1996 consisted of two
primary components: base salary and bonus. The level of each executive officer's
base salary and bonus is established in such officer's employment agreement,
which agreements were entered into in May, 1996. See "-- Employment Agreements."
The salary and bonus components of the Company's executive compensation are
together designed to facilitate fulfillment of the following compensation
objectives: (i) retaining competent management; (ii) rewarding management for
the attainment of short and long term accomplishments; (iii) aligning the
interests of management with those of the Company's stockholders; and (iv)
relating executive compensation to the achievement of Company goals and the
Company's financial performance.
Base Salary. The base salary of each of the Senior Executive Officers in
fiscal 1996 was paid in accordance with the terms of their respective employment
agreements. Such base salary is subject to annual adjustment for inflation.
Bonuses. The Compensation Committee believes that the awarding of annual
bonuses provides an incentive and reward for short-term financial success and
long-term Company growth. The bonus component of the long-term employment
agreements of each of the Senior Executive Officers is intended to link
compensation in significant part to the Company's financial performance and the
attainment of Company goals. The bonus earned by each of the Senior Executive
Officers was calculated in accordance with a formula set forth in the relevant
officer's employment agreement and entitles such individual to a bonus
calculated as a percentage of base salary based on annual increases in EBITDA
realized by Twin or the Division, as applicable, for each fiscal year. See
"-- Employment Agreements."
Stock Incentive Plan. In July, 1996, the Board of Directors and
stockholders of the Company adopted the Twinlab Corporation 1996 Stock Incentive
Plan (the "1996 Plan"), which provides for the issuance of a total of up to
400,000 authorized and unissued shares of Common Stock as awards under the 1996
Plan in the form of (i) incentive stock options, (ii) nonqualified stock
options, (iii) stock appreciation rights, (iv) restricted stock and (v)
performance shares. No individuals who are directors of the Company (including
the Blechman Brothers) are eligible to receive awards under the Plan. Prior to
the consummation of the Company's initial public offering (the "IPO") of its
Common Stock in November, 1996, Mr. Stephen Welling was awarded 8,000
nonqualified stock options under the Plan, and other key employees were awarded
an aggregate of 110,000 nonqualified stock options under the Plan, all such
options having an exercise price equal to $12.00, the IPO price. Such options
become exercisable over five years from the date of grant at the rate of 20% of
the grant each year.
Profit Sharing Plan. Prior to July 1, 1996, TLI sponsored an employee
profit sharing and savings plan (the "TLI Plan") and Natur-Pharma Inc. sponsored
an Employee Savings and Investment Plan (the "NP Plan"), which covered all of
TLI's and Natur-Pharma Inc.'s eligible employees, respectively. Executive
officers of TLI and Natur-Pharma Inc. participated in the TLI Plan and the NP
Plan, respectively, on the same terms as other employees. Effective July 1,
1996, the TLI Plan was amended and restated and merged with the NP Plan to form
the Twin Laboratories Inc. 401(k) Plan (the "401(k) Plan"). Eligible employees,
including executive officers of the Company and Twin, may contribute up to 15
percent of their annual compensation to the 401(k) Plan, subject to certain
limitations, and Twin will match 50 percent of such contributions.
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Compensation of the Chief Executive Officer. The compensation package of
Mr. Ross Blechman, the Company's President and Chief Executive Officer, like
that of the other Senior Executive Officers, primarily consists of base salary
and bonus components. The levels of base salary and bonus, as well as the
factors considered in determining such levels, are established by Mr. Blechman's
Employment Agreement and are identical to those of the other Blechman Brothers.
In 1996, Ross Blechman earned a base salary of $403,077 and a bonus of
$324,950. In addition, pursuant to his employment agreement, Mr. Blechman
receives certain other customary perquisites and benefits. As of March 31, 1997,
Ross Blechman beneficially owned 1,660,497 shares, or 6.1%, of the Company's
Common Stock. See "-- Security Ownership of Certain Beneficial Owners and
Management."
Ross Blechman
John G. Danhakl
Jennifer Holden Dunbar
Jonathan D. Sokoloff
STOCK PERFORMANCE GRAPH
The following graph depicts the cumulative total return on the Company's
common stock compared to the cumulative total return for the Nasdaq
Composite -- U.S. and the Nasdaq Health Index. The Graph assumes an investment
of $100 on November 15, 1996, when the Company's stock was first traded in a
public market. Reinvestment of dividends is assumed in all cases.
<TABLE>
<CAPTION>
Measurement Period Twinlab Nasdaq Health Nasdaq Composite
(Fiscal Year Covered) Corporation Index -U.S.
<S> <C> <C> <C>
'November 15,|1996' 100.00 100.00 100.00
'December 2,|1996' 100.00 101.33 103.29
'December 16,|1996' 100.52 100.68 100.12
'December 31,|1996' 101.04 102.59 102.52
</TABLE>
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 31,1997, concerning
the Common Stock of the Company beneficially owned (i) by each director and
nominee of the Company, (ii) by the Named Executive Officers and all executive
officers and directors as a group, and (iii) by each stockholder known by the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock. Unless otherwise indicated in the footnotes to the table, the beneficial
owners named have, to the knowledge of the Company, sole voting and dispositive
power with respect to the shares beneficially owned, subject to community
property laws where applicable.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OUTSTANDING
- -------------------------------------------------------------------- ---------- -----------
<S> <C> <C>
Green Equity Investors II, L.P.
c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025............................................. 8,880,000 32.9
John G. Danhakl(a)
c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025............................................. -- --
Jennifer Holden Dunbar(a)
c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025............................................. -- --
Jonathan D. Sokoloff(a)
c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025............................................. -- --
Brian Blechman
c/o Twin Laboratories Inc.
2120 Smithtown Avenue
Ronkonkoma, NY 11779.............................................. 1,659,246 6.1
Dean Blechman(b)
c/o Twin Laboratories Inc.
2120 Smithtown Avenue
Ronkonkoma, NY 11779.............................................. 1,660,080 6.1
Neil Blechman(c)
c/o Twin Laboratories Inc.
2120 Smithtown Avenue
Ronkonkoma, NY 11779.............................................. 1,660,497 6.1
Ross Blechman(c)
c/o Twin Laboratories Inc.
2120 Smithtown Avenue
Ronkonkoma, NY 11779.............................................. 1,660,497 6.1
Steve Blechman(b)
c/o Twin Laboratories Inc.
2120 Smithtown Avenue
Ronkonkoma, NY 11779.............................................. 1,660,080 6.1
Stephen Welling
c/o Twin Laboratories Inc.
2120 Smithtown Avenue
Ronkonkoma, NY 11779.............................................. 28,770 *
All executive officers and directors as a group (9 persons)(d)...... 17,209,170 63.7
</TABLE>
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(a) GEI is a Delaware limited partnership managed by LGP, which is an affiliate
of the general partner of GEI. Each of Leonard I. Green, Jonathan D.
Sokoloff, John G. Danhakl, Gregory J. Annick and Jennifer Holden Dunbar,
either directly (whether through ownership interest or position) or through
one
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or more intermediaries, may be deemed to control LGP and such general
partner. LGP and such general partner may be deemed to control the voting
and disposition of the shares of Common Stock of TLC owned by GEI. As such,
Messrs. Green, Sokoloff, Danhakl and Annick and Ms. Holden Dunbar may be
deemed to have shared voting and investment power with respect to all shares
held by GEI. Messrs. Green, Sokoloff, Danhakl and Annick and Ms. Holden
Dunbar disclaim beneficial ownership of the shares held by GEI.
(b) The shares shown as beneficially owned by each of Dean Blechman and Steve
Blechman each include 834 shares of common stock beneficially owned by their
respective minor children. Dean Blechman and Steve Blechman disclaim
beneficial ownership of such shares.
(c) The shares shown as beneficially owned by each of Ross Blechman and Neil
Blechman each include 1,251 shares of common stock owned by their respective
minor children. Ross Blechman and Neil Blechman disclaim beneficial
ownership of such shares.
(d) Includes the shares referred to in Notes (a), (b) and (c) above.
* Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
THE ACQUISITION
On May 7, 1996, the Company, Twin, GEI, the Senior Executive Officers and
the Consultants consummated the transactions set forth in the Stock Purchase and
Sale Agreement, dated as of March 5, 1996 (the "Stock Purchase and Sale
Agreement"), and pursuant thereto (i) GEI acquired 48% of the Common Stock of
the Company for aggregate consideration of $4.8 million and shares of non-voting
redeemable junior preferred stock of the Company (the "Junior Preferred Stock")
for aggregate consideration of $37.0 million, (ii) certain other investors
acquired 7% of the Common Stock of the Company for aggregate consideration of
$0.7 million and shares of non-voting redeemable senior preferred stock of the
Company (the "Senior Preferred Stock," and, together with the Junior Preferred
Stock, the "Preferred Stock") for aggregate consideration of $30.0 million,
(iii) the Senior Executive Officers exchanged certain of their shares of common
stock of Natur-Pharma Inc. for 45% of the outstanding shares of Common Stock of
the Company, valued at $4.5 million, (iv) the Company purchased all of the
remaining shares of common stock of Natur-Pharma Inc. from the existing
stockholders for cash, resulting in Natur-Pharma Inc. becoming a wholly owned
subsidiary of the Company, (v) TLI, Alvita Products, Inc., Twinlab Export Corp.,
Twinlab Specialty Corporation and B. Bros. Realty Corporation merged into
Natur-Pharma Inc. (the "Natur-Pharma Merger"); and ARP merged with Natur-Pharma
II Inc., a wholly owned subsidiary of Natur-Pharma Inc., and (vi) in connection
with such mergers, the existing stockholders received cash in consideration for
all of their shares of capital stock of TLI, Alvita Products, Inc., Twinlab
Export Corp., Twinlab Specialty Corporation, B. Bros. Realty Corporation and
ARP. The total cash consideration that the existing stockholders received was
approximately $212.5 million, approximately $15.3 million of which represented
consideration for the Non-Competition Agreements. The transactions described
above are hereinafter referred to as the "Acquisition." Concurrently with the
consummation of the Acquisition, the Company and Twin entered into a credit
facility (which provided for a term loan facility in the amount of $53.0 million
and a revolving credit facility in the amount of $15.0 million) (the "Old Credit
Facility") and Twin issued $100.0 million aggregate principal amount of the
Notes (the "Note Offering," and, collectively with the Acquisition and the Old
Credit Facility, the "Transactions"). The net cash proceeds of the Note Offering
were used, together with borrowings under the Old Credit Facility, the proceeds
from the issuance of the Common Stock and Preferred Stock of the Company and
available cash of the Company, to finance the Acquisition, to refinance
approximately $7.0 million aggregate principal amount of debt of the Company and
to pay related fees and expenses. In connection with the Acquisition,
Natur-Pharma Inc.'s name was changed to Twin Laboratories Inc. (referred to
herein as "Twin").
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The Stock Purchase and Sale Agreement contains terms customary for
transactions of similar size and type, including representations and warranties,
indemnification provisions, and the payment by the Company of certain fees,
taxes and expenses of parties to the Stock Purchase and Sale Agreement.
THE INITIAL PUBLIC OFFERING
In November, 1996, the Company consummated the IPO, with the sale to the
public of 8.5 million shares of Common Stock, representing approximately 31.5%
of the outstanding capital stock of the Company. In connection with the
consummation of the IPO, the Company entered into the New Credit Facility, which
provides for a revolving credit facility of $50.0 million. The net proceeds to
the Company of the IPO of approximately $93.7 million, together with available
cash resources of the Company and approximately $20.0 million of borrowings
available under the New Credit Facility, were used to repay all of the Company's
outstanding indebtedness under the term loan facility contained in the Old
Credit Facility, plus accrued and unpaid interest thereon, and to redeem all of
the outstanding shares of Preferred Stock having an aggregate liquidation
preference of $67.0 million, plus accrued and unpaid dividends thereon.
EMPLOYMENT AND CONSULTING AGREEMENTS
The Company has employment agreements with each of the Senior Executive
Officers and consulting agreements with each of the Consultants. See "Executive
Compensation."
TRANSACTIONS WITH DAVID BLECHMAN AND JEAN BLECHMAN
During the period from 1989 to 1992, TLI assigned to David and Jean
Blechman certain promissory notes of Natur-Pharma Inc., representing
inter-company payables, in the aggregate principal amount of $1,500,000. These
promissory notes bore interest at a rate of 10% per annum, and $1,000,000 of the
principal was repaid in 1994 and the remainder was repaid on May 2, 1996. In
1988 and 1989, ARP borrowed funds from David and Jean Blechman in the aggregate
principal amount of $545,500. These loans were non-interest bearing, and
$200,000 of the principal was repaid in 1994 and the remainder was repaid on May
3, 1996. The Company believes that the transactions described above were on
terms at least as favorable to the Company as could be obtained in transactions
with independent third parties.
TRANSACTIONS WITH LGP
LGP is the investment advisor to and an affiliate of the general partner of
GEI, which owns 32.9% of the outstanding shares of Common Stock of the Company.
Messrs. Danhakl and Sokoloff and Ms. Holden Dunbar, stockholders and directors
of the general partner of LGP, are directors of the Company and Twin. See
"Information Concerning Directors."
Upon the consummation of the Acquisition, LGP received a fee of $1 million
for its services in arranging and structuring the Acquisition, including, among
other things, structuring and negotiating the Stock Purchase and Sale Agreement
and the Stockholders Agreement, arranging and negotiating the terms of the Old
Credit Facility and related documents, assistance with the Note Offering,
financial and market analyses, and other similar consulting and investment
banking services. The majority of such services were performed on behalf of LGP
by Messrs. Danhakl and Sokoloff and Ms. Holden Dunbar.
In connection with the Acquisition, Twin and the Company entered into a
Management Services Agreement with LGP pursuant to which LGP receives an annual
retainer fee of $400,000 plus reasonable expenses for providing certain
management, consulting and financial planning services (the "LGP Management
Fee"). The Company believes that the contacts and expertise provided by LGP in
these areas enhance the Company's opportunities and management's expertise in
these matters and that the fees to be paid to LGP fairly reflect the value of
the services to be provided by LGP. The specialized consulting services provided
by LGP overlap to some extent with the role of Messrs. Danhakl and Sokoloff and
Ms. Holden Dunbar as directors of the Company and Twin, for which they do not
receive any additional compensation. See
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"Information Concerning Directors -- Director Compensation." In addition to the
LGP Management Fee, the Management Services Agreement provides that LGP may
receive reasonable and customary fees and reasonable expenses from time to time
for providing financial advisory and investment banking services in connection
with major financial transactions that may be undertaken in the future;
provided, however, that if the Senior Executive Officers maintain ownership of
more than 30% of the shares of Common Stock of the Company, then the retention
of LGP in connection with such major financial transactions is subject to the
approval of a majority of the Blechman Brothers then serving as directors of the
Company. The Management Services Agreement will terminate on the earlier of its
seventh anniversary or such time as GEI no longer owns two-thirds of the shares
of Common Stock of the Company issued to GEI pursuant to the Stock Purchase and
Sale Agreement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A Amendment
No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
TWINLAB CORPORATION
By: /s/ BRIAN BLECHMAN
------------------------------------
Brian Blechman
Executive Vice President,
Treasurer and Director (Principal
Financial and Accounting Officer)
Date: April 28, 1997
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