Pacifichealth Laboratories, Inc.
Ticker:PHLI 1460 Route 9 North
Exchange:NASDAQ-Small Cap Market Woodbridge, NJ 07095
Industry:Wholesale (SIC Code 5122) (908) 636-6141
# of Employees:8

Offering Information
Type of Shares:Common Shares Filing Date:9/25/97
U.S. Shares:1,200,000 Offer Date:12/19/97
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:1,200,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $7,200,000 Selling:
Expenses:$380,000 Reallowance:
Shares Out After:4,185,672

Primary Underwriting Group
ManagerTierPhone
First Montauk Securities Corp.Lead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Connolly Epstein Chicco Foxman Engelmyer & Ewing
Bank's Law Firm: Goldstein & Digioia, L.L.P.
Auditor: Schiffman Hughes Brown
Registrar/Transfer Agent: Jersey Transfer & Trust Co.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$3.09$2.57$0.31Assets:$2.95
Net Income:$0.14-$3.27-$0.32Curr Assets:$2.81
EPS:$0.05-$0.95-$0.13Liabilities:$1.70
Prior EPS:-$0.12-$0.51-$1.01Curr Liabilities:$1.70
Cash Flow/Oper:-$2.38$0.99$1.55Equity:$1.25
Cash Flow/Fin:$2.26-$0.05-$0.06Cash:$1.17
Cash Flow/Inv:-$0.21-$0.05Working Cap:$1.12

Business Description
The company was formed to engage in the development and sale of products based upon natural ingredients that have demonstrable health benefits and can be marketed without prior Food and Drug Administration approval under current regulatory guidelines. The company has focused its efforts since inception on developing a limited number of products and the infrastructure to support its initial activities. The compan's first product, ENDUROX�, a dietary supplement marketed in the sports performance and recover category, was introduced in March 1996.Management believes that the use of natural products as dietary supplements to improve and promote health and well being is gaining incresing acceptance by American consumers. The company's primary strategy for growth is to develop new brand and products, and to continue to expand its distribution network. The company has pursued a "multi-channel" distribution strategy in marketing its line of ENDUROX products, and intends to follow a similar strategy with future products.

Competition
Dietary supplements are distributed in variety of ways, including independent health food suppliers, such as the company, who focus on vitamins and dietary supplements; mass volume retail suppliers; gym and health club product suppliers; direct sale and mail order vendors; and private label manufacturers. The company estimates that there are approximately 20 large medicinals. Generally, these companies are well funded and sophisticated in their marketing approaches. Examples are Weider Nutrition International, Nature's Way, Nature's Herbs and Solaray, Inc. In addition, there are a number of large, multilevel marketers such as Shaklee, Herbalife and Amway that sell encapsulated herbs, diet products, herbal supplement formulas and vitamin supplements. As the market for herbal products and medicinals has increased, major retailers such as GNC have introduced house brands to take advantage of their retailing strength, a trend that is likely to continue. Although major retailers generally have not introduced innovative products in the past, the company believes that house brands represent a competitive threat once a product has become established. Large pharmaceutical companies and packaged food and beverage companies also participate in the nutritional supplement market on a limited basis. Increased competitive activity from such companies could have a material adverse effect on the company and other participants in the industry since such companies have greater financial and other resources available to them and posess far more extensive manufacturing, distribution and marketing capabilities than the company and its other competitors.

Business Plan
The company's business strategy is to identify novel and safe natural products that have demonstrable health benefits and can be marketed without prior FDA approval under current regulatory guidelines, and to promote and market those products aggressively through mass and health food channels of distribution using, among other things, based upon Company-conducted research and testing.

Use of Proceeds
The proceeds from the proposed offering will be used to pay advertising, marketing and manufacturing costs including costs associated with the introduction of new products, for research and development, to retain additional personnel, and for general operating and administrative expenses.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Robert Portman31.60%23.20%
Jonathan D. Rahn11.10%8.00%
Jemeson Investment Co.7.50%5.30%
David I. Portman6.20%4.40%
T. Colin Campbell5.70%4.10%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
T. Colin Campbell, PhDDirector, Chairman -- US Scientific Advisory Board
Jonathan D. RahnExecutive Vice President, Chief Financial Officer and Director
Robert Portman, PhDPresident and Chief Executive Officer, Treasurer and Chairman of the Board of Directors
David I. PortmanSecretary and Director

Additional Underwriter Compensation
Warrant to purchase 120,000 shares/units at $120.00 per share/unit.
Exercise price of $7.20 for 4 year(s), 1 year(s) from 12/19/97.

©1997 IPO Data Systems, Inc. - All rights reserved.