As filed with the Securities and Exchange Commission on
September 9, 1998
SEC Registration No. 33-42425
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 (SEC NO. 33-42425)
HAUSER, INC.
(formerly Hauser Chemical Research, Inc.)
(Exact name of registrant as specified in its charter)
Colorado 84-0926801
(State or other jurisdiction of (I.R.S. Identification
incorporation or organization) Number)
5555 Airport Boulevard, Boulder, Colorado 80301
(Address of Principal executive offices) (Zip Code)
HAUSER, INC.
1987 NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
David I. Rosenthal
Chief Financial Officer
HAUSER, INC.
5555 Airport Boulevard
Boulder, CO 80301
(303) 443-4662
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to
Laurie P. Glasscock, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share <F1> price <F1> registration fee
Common Stock
<C> <C> <C> <C> <C>
(No Par Value) 500,000 $3.6250 $1,812,500 $534.69
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee. Computed pursuant to Rule
457(c) using the last sale price for the Registrant's Common Stock as quoted on the NASDAQ National
Market System on September 8, 1998
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The shares registered hereunder are in addition to the 718,720
shares of the Registrant's Common Stock to be issued pursuant
to the Hauser, Inc. 1987 Non-Qualified Stock Option Plan were
registered under Registration Statement No. 33-42425 on Form
S-8 and Amendment No. 1 to Form S-8, the contents of which are
incorporated herein by reference.
Item 8. Exhibits
Exhibit No. Description of Exhibit
4.3 1987 Non-Statutory Stock Option plan, as amended
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C.
(included in Exhibit 5.1)
23.2 Independent Auditors' Consent
Item 9. Undertakings
A. Post-Effective Amendments
The undersigned Registrant hereby undertakes:
(1) to file during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement.
i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs a(1)9i) and (a)(1)(ii) of
this section will not apply if the information required to be
included in a post-effective amendment by those subparagraphs
is contained in periodic reports filed by the issuer pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Subsequent Documents Incorporated by Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
C. Claims for Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to 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 for filing on
Form S-8 and has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Boulder,
State of Colorado on September 8, 1998.
HAUSER, INC.
By: /s/ David I. Rosenthal, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 2 to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
<TABLE>
Signature Title Date
<S> <S> <C>
/s/Dean P. Stull Chief Executive Officer September 8, 1998
(Principal Executive Officer,
and Director)
/s/David I. Rosenthal Chief Financial Officer and Treasurer September 8, 1998
(Principal Accounting Officer)
/s/Randall J. Daughenbaugh Executive Vice President and Director September 8, 1998
/s/William E. Coleman Director September 8, 1998
/s/Stanley J. Cristol Director September 8, 1998
/s/Bert M. Tolbert Director September 8, 1998
/s/Beverly J. Haddon Director September 8, 1998
/s/Robert F. Saydah Director September 8, 1998
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 1987 Non-Statutory Stock Option Plan, as
amended (incorporated herein by reference to
Exhibit filed with Definitive Proxy Statement
for the period ended 4/30/97, filed with the
Securities and Exchange Commission on
August 28 1997.
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C.<F1>
23.2 Independent Auditors' Consent
[FN]
<F1> Included in Exhibit 5.1
</FN>
<PAGE>
EXHIBIT 5.1
EXHIBIT 23.1
July 28, 1998
Board of Directors
Hauser, Inc.
5555 Airport Boulevard
Boulder, CO 80301
Re: Amendment No. 2 to Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel for Hauser, Inc., a Colorado corporation (the
"Company"), in connection with an amendment to the
Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the United States Securities and
Exchange Commission, pursuant to the Securities Act of 1933,
as amended. The Registration Statement covers a proposed
offering of an additional 500,000 shares of the Company's
Common Stock to be issued pursuant to the Hauser, Inc. 1987
Non-Qualified Stock Option Plan. A registration statement on
Form S-8 (Registration Statement No. 33-42425) and an
Amendment No. 1 were previously filed and are currently in
effect with respect to 718,720 shares to be issued under the
Plan.
In connection with our representation of the Company, we are
of the opinion that:
1. The Company has been duly incorporated under the Colorado
Corporations Act, and is validly existing as a corporation in
good standing under the laws of that state.
2. The 500,000 additional shares of common stock proposed to
be sold pursuant to this offering will, upon the purchase,
receipt of full payment, issuance and delivery of such shares
in accordance with the terms of the offering described in such
amendment to the Registration Statement, be duly validly
authorized, legally issued, fully paid and non-assessable.
3. We consent to the use of this opinion as an exhibit to
Amendment No. 2 to the Registration Statement.
Sincerely,
/s/Laurie P. Glasscock, Esq.
c: Mr. David I. Rosenthal, Hauser, Inc.
Mr. Mark Iwan, Arthur Andersen, LLP
NASDAQ
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our report dated June 13, 1997 included in Hauser, Inc.'s Form
10-K for the year ended April 30, 1997 and to all references
to our Firm included in this registration statement.
/s/Arthur Andersen LLP
Denver, Colorado,
June 24, 1998
