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0-17174
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SEC FILE NUMBER
419141403
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CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2000
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[x] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: March 31, 2000
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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Part I-Registrant Information
Full Name of Registrant:
Hauser, Inc.
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
5555 Airport Blvd
City, State and Zip Code
Boulder, Colorado 80301
Part II-Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25, the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III-Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
The Company is not currently in compliance with the financial covenants of its
credit agreement with Wells Fargo Bank, N.A. (the "Credit Agreement"). The
Company has been in extensive discussions with Wells Fargo Bank, N.A. regarding
a restructuring of the Credit agreement. In addition, the Company is in
negotiations with Zatpack, Inc., through Zuellig NA, Inc., the owner of 46% of
the outstanding common stock of the Company regarding additional financing. The
Company would like to include language regarding amendments to its Credit
Agreement and other additional financings to its shareholders. In addition, the
amendment of the Credit Agreement, the sale of the Note, and the
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consolidation activities conducted by the Company have required and continue to
require a substantial time commitment from the employees of the Company and its
subsidiaries. Due to the time spent by such employees working on these
transactions, the registrant's Form 10-K for the fiscal year ended March 31,
2000 could not be filed within the prescribed time period without unreasonable
effort or expense.
Part IV-Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Ralph L. Heimann 720 406-4602
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[x] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Narrative Description:
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Fiscal 2000 Acquisitions
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On June 11, 1999, the Company completed a merger (the "Merger") with two
subsidiaries of privately-held Zuellig Group N. A., Inc., ("ZGNA") and one
subsidiary of Zuellig Botanicals, Inc. ("ZBI") (the merger subsidiaries together
the "Contributed Subsidiaries"). At the closing of the Merger, the Company
issued 2,515,349 shares of its common stock to ZGNA and ZBI, which constituted
49% of the outstanding shares. After the closing, the Company's existing
officers and public shareholders owned 51.0% of the combined company, while ZGNA
owned 49.0%. On December 15, 1999 the number of shares that were issued to ZGNA
was reduced to 2,193,426 (46% of shares outstanding at March 31, 2000) in
accordance with the terms of the Merger Agreement.
The total consideration issued in exchange for the Contributed Subsidiaries,
including the assumption of approximately $22 million of bank debt, was
approximately $58.2 million. The Merger was treated as a purchase of the
Contributed Subsidiaries for accounting
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purposes and the purchase consideration was allocated to the fair value of the
identifiable assets acquired with the remainder allocated to goodwill.
The results of operations of the Contributed Subsidiaries have been included
subsequent to June 11, 1999.
Discontinuance of Paclitaxel Activities
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As a result of the Merger, the Company decided to discontinue its paclitaxel
activities. In the quarter ended January 31, 1999, the Company incurred a
one-time charge to earnings of $25.6 million. The charge to cost of sales was
comprised of a reduction of bulk paclitaxel inventory ($10.2 million) to its
estimated net realizable value, a write-off of advanced payments made for the
purchase of cultivated yew trees ($4.5 million) and the estimated cost of
terminating cultivar nursery contracts ($5.0 million). The charge to operating
expenses includes the write-off of paclitaxel related equipment ($4.7 million)
and miscellaneous other related assets consisting primarily of intangibles ($1.2
million).
In February 1999, the Company signed a purchase agreement for the sale of its
paclitaxel inventory as part of the planned closure of the paclitaxel business.
Under the purchase agreement, the Company has received $8,694,819 through March
31, 2000. The Company has negotiated settlement of its yew tree cultivation
agreements and termination of a multi year non-exclusive agreement to supply
paclitaxel to a customer. The Company has substantially completed its exit from
the paclitaxel business as of March 31, 2000 and has reversed approximately $4.0
million of the charge to cost of revenues taken in fiscal 1999 principally
because of a favorable settlement of its yew tree cultivation agreements.
Closure of Wilcox Natural Products ("Wilcox")
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In March 2000, the Company elected to liquidate Wilcox. Wilcox principally
purchased wild botanical raw materials gathered in the United States and resold
those materials to customers in the United States, Europe and Asia. Wilcox was
liquidated as part of the cost
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reduction effort of the Company, the elimination of the market risks associated
with the Wilcox purchases made for resale a result of the significant decline in
market prices for the botanicals sourced by Wilcox. The sourcing capability of
Wilcox was consolidated with Hauser Botanical International Extracts. The
Company recorded a charge of $8.5 million as a result of the liquidation of
Wilcox:
Consolidation of Shuster Laboratories ("Shuster")
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In March 2000, the Company began a consolidation of its technical services
operations in order to gain operational efficiencies. As part of this
consolidation, the Company shut-down its laboratory operations in Smyrna,
Georgia. The cost to close the Smyrna operations was approximately $500,000 and
was charged to operations:
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Hauser, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: 6/30/00 By: /s/ Ralph L. Heimann
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Name: Ralph L Heimann
Title: Chief Financial Officer
