<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the period from May 1, 1999 to March 31, 2000 Commission File No. 0-17174
-------
HAUSER, INC.
(Exact name of Registrant as specified in its charter)
Delaware 84-0926801
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Identification
incorporation or organization) Number)
5555 Airport Blvd., Boulder, Colorado 80301
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 443-4662
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
-----------------------------
Common Stock, par value $.001
(Title of Class)
-----------------------------
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 __ No _X_
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
$4,581,530 as of June 30, 2000
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Common Stock, $.001 par value 4,811,585
----------------------------- -----------------------------
Class Outstanding at March 31, 2000
<PAGE>
PART III
--------
Part III is amended and restated in its entirety as follows:
Item 10. Directors and Executive Officers of the Registrant.
------------------------------------------------------------
Directors
Michael C. Davis Age 60 Director since 1999
Mr. Davis has served as a Director of the Company since December 1999.
Since 1995, Mr. Davis has served as the Chairman and Chief Executive Officer of
Interpharma Holdings & Management Corporation, a Philippines corporation which
distributes pharmaceutical products in South East Asia, since 1995. Prior
thereto, Mr. Davis was Regional Director of the Australia and South East Asia
region for AB Astra Sweden.
Herbert Elish Age 66 Director since 1999
Mr. Elish has served as a Director of the Company since June 1999. Mr.
Elish was the Chief Executive Officer of Weirton Steel Corporation from 1987
until December 31, 1995. Currently, Mr. Elish is Director of The Carnegie
Library of Pittsburgh and a Director of Hampshire Group Limited, an apparel
manufacturer.
James R. Mellor Age 69 Director since 1999
Mr. Mellor has served as a Director of the Company since June 1999. Mr.
Mellor was Chairman and Chief Executive Officer of General Dynamics Corporation
before retiring in May 1997. Currently, Mr. Mellor is a Director of General
Dynamics Corporation, Bergen Brunswig Corporation, Computer Sciences Corporation
and Howmet International Corporation. Mr. Mellor also serves as a Director and
the Chairman of USEC, Inc.
Robert F. Saydah Age 72 Director since 1994
Mr. Saydah has served as a Director of the Company since January 1994. Mr.
Saydah was a Managing Partner of Heidrick & Struggles, a publicly held
international executive search consulting firm, before retiring in March 2000.
Previously, Mr. Saydah held general management positions for the Lederle
Laboratories Division of American Cyanamid Company.
Harvey L. Sperry Age 70 Director since 1999
Mr. Sperry has served as a Director of the Company since June 1999. Mr.
Sperry is a Retired Partner of the law firm of Willkie Farr & Gallagher. Mr.
Sperry is a Director of Hampshire Group Limited, an apparel manufacturer.
2
<PAGE>
Dean P. Stull, Ph.D. Age 50 Director since 1983
Dr. Stull has served as a Director since 1983. He was Chief Executive
Officer from 1983 to June 1999 and Co-Chief Executive Officer of the Company
from June 1999 through February, 2000. In February of this year he assumed the
position of Senior Executive Vice President, Technology. Dr. Stull has a Ph.D.
in Physical Organic Chemistry.
Volker Wypyszyk Age 53 Director since 1999
Mr. Wypyszyk has been a Director, President and Co-Chief Executive Officer
of the Company from June 1999 through February 2000. He currently serves as
President and Chief Executive Officer of the Company. Since 1983, Mr. Wypyszyk
has been President and Chief Executive Officer of Zuellig Group N.A., Inc. which
owns all of the capital stock of Zuellig Botanicals, Inc. ("ZBI") (See Security
Ownership And Certain Beneficial Owners And Management).
Executive Officers
Ralph L. Heimann Age 48 Officer since June 1999.
Mr. Heimann has been the Chief Financial Officer of the Company since June
of 1999. Since 1987, Mr. Heimann has served as Chief Financial Officer of ZGNA.
Mr. Heimann also serves as President of ZBI, a subsidiary of ZGNA, which
distributes raw botanical powders to manufacturers of nutraceutical products
worldwide.
Compliance with Section 16(a)
of the Securities and Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of the
Common Stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of the Company common stock.
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished
to the Company with respect to the fiscal year ended March 31, 2000, to the best
of the Company's knowledge, the Company's directors, officers and holders of
more than 10% of the Common Stock complied with all Section 16(a) filing
requirements, other than a Form 5 filed by William Coleman and a Form 5 filed by
Michael Davis, each which contained an incorrect share number. Such incorrect
share numbers were not material and have been corrected in subsequent Form 5
filings.
Item 11. Executive Compensation.
--------------------------------
The following table contains information concerning annual and long-term
compensation of each individual who served as chief executive officer during
Fiscal 2000 and each of the other most highly compensated executive officers of
the Company who were serving as executive officers at the end of Fiscal 2000
(the "Named Executive Officers") for services rendered in all capacities during
the fiscal years 2000, 1999 and 1998.
3
<PAGE>
<TABLE>
Compensation Table
<CAPTION>
Long Term Compensation
----------------------------
Awards
----------------------------
Annual Compensation Restricted Securities
Name and Fiscal -------------------------- Stock Underlying
Principal Positions Year Salary ($) Bonus ($) Award(s) ($) Options(#)
------------------- ------ ---------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Volker Wypyszyk (1) 2000 $150,000(2) $200,000(6) 125,000
Chief Executive Officer - -
and President
Dean P. Stull (3) 2000 207,000 $200,000(6) 125,000
Senior Executive Vice 1999 200,000 - - 25,001(4)
Pres.,
Technology 1998 155,500 - - 17,500(4)
Ralph Heimann 2000 120,000(5) $160,000(6) 62,500
Chief Financial Officer,
Treasurer and Secretary
(1) As of February, 2000, Volker Wypyszyk became Chief Executive Officer and President.
(2) Mr. Wypyszyk was compensated by the Company as Co-Chief Executive Officer beginning on July 1,
1999.
(3) As of February, 2000, Dr. Stull became Senior Executive Vice President, Technology. Previously
he served as Co-Chief Executive Officer and Chairman of the Board.
(4) Of these shares, 25,001, and 12,500 for fiscal years 1999 and 1998, respectively, relate to
performance options based upon operating income objectives for fiscal 1999 and 1998.
(5) Mr. Heimann was compensated by the Company for his position as Chief Financial Officer,
Treasurer and Secretary beginning July 1, 1999.
(6) Messers. Wypyszyk, Stull, and Heimann have been awarded cash bonuses for Fiscal 2000 in
accordance with their individual employment agreements.
</TABLE>
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Potential Realizable
Value at Assumed
Number of Percentage of Annual Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise for Option Term
Options Employees in Price Expiration -------------------------
Granted(#) Fiscal Year ($/sh) Date 5%($) 10%($)
------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Volker Wypyszyk 125,000 15.672% $3.453 12/08/2009 $271,485.95 $687,998.70
Dean P. Stull 125,000 15.672% $3.453 12/08/2009 $271,485.95 $687,998.70
Ralph Heimann 62,500 7.836% $3.453 12/08/2009 $135,742.97 $343,999.35
(1) All grants specified above become exercisable on the earlier of (i) the 20th consecutive trading day
on which the Company common stock closes at or above $18.00 or (ii) December 8, 2004.
</TABLE>
Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
The following table shows with respect to the Company's Named Executive
Officers, the total number of unexercised stock options and the aggregate dollar
value of in-the-money, unexercised options held at the end of the fiscal year.
None of the Named Executive Officers exercised options during the last fiscal
year.
Aggregate Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values
4
<PAGE>
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at FY End (#) Money Options at FY End ($)
--------------------------------- ----------------------------
Exercisable Unexercisable (1) Exercisable Unexercisable
------------- ----------------- ----------- -------------
<S> <C> <C> <C> <C>
Dean P. Stull......... 56,720 134,500 $ -- $ --
Volker Wypyszyk....... 125,000 $ -- $ --
Ralph Heimann......... 62,500 $ -- $ --
</TABLE>
Director Compensation
Non-employee directors of the Company receive annual compensation of
$25,000, which is payable quarterly in common stock of the Company. The number
of shares to which each non-employee director is entitled is determined by
dividing $6,250 by the closing price of the common stock on the last trading day
of the calendar quarter. Mr. Elish, as the Chairman of the Board receives
additional compensation of $25,000, which is also payable quarterly in common
stock of the Company. In fiscal 2000, the Company's non-employee directors were
granted options to purchase a total of 71,402 shares of Common Stock for
services rendered to the Company at an average price of $2.91 per share (100% of
fair market value on the date of grant).
Employment Contracts
Stull Employment Agreement. On June 11, 1999, the Company and Dean P. Stull
entered into an employment agreement pursuant to which Mr. Stull receives an
annual base salary of $200,000 and incentive compensation as determined by the
Compensation Committee. Mr. Stull's employment agreement may be terminated by
the Company without cause provided that for a period of 24 months after such
termination Mr. Stull receives an amount equal to his salary, incentive
compensation paid to him for the prior fiscal year and benefits provided at
termination.
Wypyszyk Employment Agreement. On June 11, 1999, the Company and Volker
Wypyszyk entered into an employment agreement pursuant to which Mr. Wypyszyk
receives an annual base salary of $200,000 and incentive compensation as
determined by the Compensation Committee. Mr. Wypyszyk's employment agreement
may be terminated by the Company without cause provided that for a period of 24
months after such termination Mr. Wypyszyk receives an amount equal to his
salary, incentive compensation paid to him for the prior fiscal year and the
benefits provided at termination.
Heimann Employment Agreement. On June 11, 1999, the Company and Ralph L.
Heimann entered into an employment agreement pursuant to which Mr. Heimann
receives an annual base salary of $160,000 and incentive compensation as
determined by the Compensation Committee. Mr. Heimann's employment agreement may
be terminated by the Company without cause provided that for a period of 12
months after such termination Mr. Heimann receives an amount equal to his
salary, incentive compensation paid to him for the prior fiscal year and the
benefits provided at termination.
Effective July 31, 2000, Mr. Heimann resigned as Chief Financial Officer of
the Company. Mr. Heimann has agreed to continue until a successor joins the
Company.
5
<PAGE>
Compensation Committee Interlocks and Insider Participation
During fiscal year ended March 31, 2000, Messers. Coleman, Mellor and
Sperry comprised the Company's Compensation Committee. All were non-employee
directors. None of the members of the Compensation Committee have ever been
officers of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
The following table sets forth, as of June 30, 2000, the number of shares
of Common Stock owned by any person who is known by Hauser to be the beneficial
owner of more than 5% of Hauser's voting securities, by all individual
Directors, by the Company's Chief Executive Officer and the two most highly paid
executives with annual base salaries of $100,000 or more (the "Named Executive
Officers"), and by all Executive Officers and Directors as a group:
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------------ ----------------------- ----------------
<S> <C> <C>
Directors:
Dean P. Stull(2) .................................... 107,715 2.2%
Robert F. Saydah(3).................................. 17,283 (*)
Herbert Elish(4)..................................... 15,224 (*)
James R. Mellor(5)................................... 0 (*)
Harvey L. Sperry(6).................................. 79,898 (*)
Volker Wypyszyk(7) .................................. 625 (*)
Michael C. Davis(8) ................................. 0 (*)
Named Executive Officers:
Ralph L. Heimann..................................... 0 (*)
All Officers and Directors as a Group: (8 persons) 220,745 4.6%
5% Shareholders: ....................................
T. Rowe Price Associates(9) ......................... 305,625 6.4%
ZatPack Inc. (10).................................... 2,193,426 45.5%
-----------
* Indicates less than 1%.
(1) Includes the following number of shares which could be acquired within 60 days through the
exercise of stock options: Dr. Stull, 60,220 shares; Mr. Saydah, 5,260 shares and all
directors and officers as a group, 65,480 shares.
(2) Mr. Stull's business address is 5555 Airport Boulevard, Boulder, CO 80301.
(3) Mr. Saydah's address is Heidrick & Struggles, 2493 Biltmore Dr., Alamo, CA 94507.
(4) Mr. Elish's address is 4400 Forbes Avenue, Pittsburgh, PA 15231..
(5) Mr. Mellor's address is 32161 South Coast Highway, Laguna Beach, CA 92651.
(6) Mr. Sperry's address is 787 Seventh Ave., New York, NY 10019.
(7) Mr. Wypyszyk's address is 2550 El Presidio St., Long Beach, CA 90810.
(8) Mr. Davis's address is 3/F Zuellig Bldg., Sen.Gil Puyat Ave., Makati City 1200 Philippines.
(9) The business address for T. Rowe Price Associates, Inc., is 100 E. Pratt Street, Baltimore,
MD 21202.
(10) Includes 988,471 shares owned by Zuellig Group, N.A., Inc. ("ZGNA"), a wholly owned
subsidiary of Zatpack Inc., an international business company organized under the laws of
the British virgin Islands ("Zatpack"), and 1,204,955 shares owned by Zuellig Botanicals,
Inc. ("ZBI"), a wholly owned subsidiary of ZGNA. Zatpack has 100 shares of common stock
issued and outstanding, which is divided into three classes. 49 shares of Zatpack Class A
common stock are held by the Stephen Zuellig Issue Trust for the benefit of Stephen
Zuellig's descendants. 49 shares of Zatpack Class B common stock are held by the
6
<PAGE>
Gilbert Zuellig Issue Trust for the benefit of Gilbert Zuellig's descendants. 2 shares of
Zatpack Class C common stock are held by the Peter Zuellig and Thomas Zuellig Trust for the
benefit of Peter Zuellig, the eldest son of Stephen Zuellig, and Thomas Zuellig, the eldest
son of Gilbert Zuellig. The trustee for each trust is the Bermuda Trust Company.
</TABLE>
Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------
The Company and Zuellig Group N.A., Inc. are parties to an Agreement dated
June 11, 1999 to Acquire Powders Business from Zuellig Botanicals, Inc. (the
"Powders Option"). The Powders Option grants the Company the right to purchase
the powders business from Zuellig Botanicals, Inc., including without limitation
all assets related thereto and all associated liabilities.
The Company and Zuellig Botanicals, Inc. are parties to an Agreement
Regarding Employees dated June 11, 1999 pursuant to which certain employees will
provide sales and marketing services to Zuellig Botanicals, Inc. and the Company
and be employed and compensated by the Company and ZBI, respectively, when
performing such services.
In addition, Zatpack, Inc., the parent corporation of Zuellig Botanicals
Inc. and ZGNA ("Zatpack") has agreed in principle to purchase a promissory note
from the Company for $5 million subordinated debt (the "Zatpack Note"). The
Zatpack Note will earn interest at 12%, be payable in three years and have
warrants attached which would permit Zatpack to purchase an additional 794,161
shares of common stock at a price equal to the closing price of the common stock
on the date of the closing of the purchase of the Zatpack Note. The Zatpack Note
will be subordinated to the Company's current credit facility or any other loan
agreement that replaces the current credit facility. On June 28, 2000, Zatpack
advanced $969,250 against the purchase of the Zatpack Note.
Harvey L. Sperry, a director, is a Retired Partner in the law firm of
Willkie Farr & Gallagher, outside counsel to the Company.
7
<PAGE>
FORM 10K/A
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: July 27, 2000
HAUSER, INC.
By: /s/ Volker Wypyszyk
------------------------------
Volker Wypyszyk
CEO / President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Volker Wypyszyk Chief Executive Officer July 27, 2000
------------------------------ President
Volker Wypyszyk (Principal Executive Officer)
/s/ Ralph L. Heimann Chief Financial Officer and July 27, 2000
------------------------------ Treasurer (Principal Financial
Ralph L. Heimann and Accounting Officer
/s/ Dean P. Stull Senior Executive Vice July 27, 2000
------------------------------ President, Technology
Dean P. Stull
/s/ Herbert Elish Director July 27, 2000
------------------------------
Herbert Elish
/s/ James R. Mellor Director July 27, 2000
------------------------------
James R. Mellor
/s/ Robert F. Saydah Director July 27, 2000
------------------------------
Robert F. Saydah
/s/ Harvey Sperry Director July 27, 2000
------------------------------
Harvey Sperry
/s/ Michael Davis Director July 27, 2000
------------------------------
Michael Davis
8
