TWINLAB CORP
8-K/A, 1998-10-02
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 21, 1998


                               Twinlab Corporation

         Delaware                       0-21003                11-3317986
- -----------------------------       ----------------      ----------------------

(State or other jurisdiction        (Commission File         (IRS Employer
     of incorporation)                   Number)          Identification No.)

     150 Motor Parkway, Hauppauge, New York                    11788
     --------------------------------------                  ----------

     (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:       (516) 467-3140



          (Former name or former address, if changed since last report)


<PAGE>

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.


        On August 21, 1998,  Twinlab  Corporation  ("Twinlab" or the  "Company")
completed  the  acquisition  of all  of  the  outstanding  capital  stock  of PR
Nutrition,  Inc. ("PR") from William Logue,  Sheri Sears and Barry Nussbaum (the
"Acquisition").  The  consideration  for the Acquisition was 1,150,000 shares of
common stock of the Company.  The  consideration  was negotiated  based upon the
price of the common stock of the Company during the course of the negotiation of
the Acquisition.  The Acquisition is being treated as a pooling of interests for
accounting purposes.

         PR  is  a  San  Diego  based  company  that  markets  and   distributes
nutritionally  enhanced sports  performance and nutrient  replacement  products,
including food bars and drink powders.

        The  foregoing  description  of  the  Acquisition  is  qualified  in its
entirety by reference to the full text of the Stock Purchase Agreement, dated as
of August 19, 1998, by and among Twinlab, Twin Laboratories Inc., William Logue,
Sheri Sears and Barry Nussbaum which has been previously filed.


ITEM 7.              EXHIBITS.

2.1  Stock Purchase Agreement, dated as of August 19, 1998 by and among Twinlab,
     Twin Laboratories, Inc., William Logue, Sheri Sears and Barry Nussbaum.*

- -----------------
*Previously filed.


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<PAGE>

                                   SIGNATURES



        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



October 2, 1998                             TWINLAB CORPORATION



                                            By:   /s/ Ross Blechman
                                                  -----------------
                                                   Ross Blechman
                                                   President


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