**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-K/A**

 

**(AmendmentNo. 1)**

 

**FOR ANNUAL AND TRANSITIONAL REPORTSPURSUANT TO SECTIONS 13 AND 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 
| **(Mark One)**                                                                                                                                                                            | ** ** | ** **                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|
| **ý**                                                                                                                                                                                |       | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|                                                                                                                                                                                      |       | ** **                                                                                               |
|                                                                                                                                                                                      |       | **For The Fiscal Year Ended December 31,  2004**                                                    |
|                                                                                                                                                                                      |       | ** **                                                                                               |
|                                                                                                                                                                                      |       | **OR**                                                                                                   |
|                                                                                                                                                                                      |       | ** **                                                                                               |
| **o**                                                                                                                                                                                     | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|                                                                                                                                                                                      |       | ** **                                                                                               |
| **For the  transition period from               to             ** |

 

**CommissionFile No: 000-24567**

 

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**NATROL, INC.**

(Exact name of registrant asspecified in its charter)

 
| **Delaware**              | ** ** | **95-3560780**                        |
|---------------------------|------------|---------------------------------------|
| (State of  Incorporation) | ** ** | (I.R.S.  Employer Identification No.) |

 

**21411Prairie StreetChatsworth, California 91311**

(Address of principal executiveoffices)

 

**(818) 739-6000**

(Registrant’s telephone number,including area code)

 

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 $.01 per share**

 

Indicate by a check mark whether theregistrant: (1) has filed all reports required to be filed by section 13or 15 (d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes ý  No o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Registration S-K is not containedherein, and will not be contained, to the best of the registrant’s knowledge,in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Exchange Act Rule 126-2). Yes  o  No ý

 

The aggregate market value of the shares ofthe registrant’s Common Stock held by non-affiliates of the registrant on June 30,2004 was approximately $19.9 million based upon the closing price pershare of the registrant’s Common Stock as reported on the NASDAQ NationalMarket on such date. Calculations of holdings by non-affiliates is based uponthe assumption, for these purposes only, that executive officers, directors,and persons holding 10% or more of the outstanding Common Stock are affiliates.This determination of affiliate status is not necessarily a conclusivedetermination for other purposes.

 

As of February 4, 2005, the registranthad 13,387,998 shares of Common Stock outstanding.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portions ofthe registrant’s definitive proxy statement for its 2004 Annual Meeting ofStockholders are incorporated by reference into Part III of this Form 10-K.

 

 

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**ExplanatoryNote**

 

Natrol, Inc. is filing this Form 10-K/Ato amend its Annual Report on Form 10-K for the year ended December 31,2004, which was filed with the Securities and Exchange Commission on March 15,2005, solely for the purpose of re-filing Exhibits 31.1 and 31.2 toinclude information that was inadvertently omitted.

 

**PART IV**

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 
| (a)(1) |   | Consolidated Financial Statements:                                                                                                                                                                                                          |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                        |   |
|   |   | The financial statements included in this  Annual Report on Form 10-K are provided under Item 8.                                                                                                                                       |   |
|   |   |                                                                                                                                                                                                                                        |   |
| (a)(2) |   | Index to Consolidated Financial Statement  Schedules:                                                                                                                                                                                       |   |
|   |   |                                                                                                                                                                                                                                        |   |
|   |   | Schedule II-Valuation and Qualifying  Accounts                                                                                                                                                                                         |   |
|   |   |                                                                                                                                                                                                                                        |   |
|   |   | All other schedules for which provision is  made in the applicable accounting regulations of the Securities and Exchange  Commission are not required under the related instructions or are not  material, and therefore have been omitted. |   |
|   |   |                                                                                                                                                                                                                                        |   |
| (a)(3) |   | Index to Exhibits:                                                                                                                                                                                                                          |   |

 
| Articles of Incorporation and By-Laws:                                      |
|-----------------------------------------------------------------------------|
|                                                                        |   |   |
| 3.1                                                                         |   | The Third Amended and Restated Certificate  of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1  to the Company’s Annual Report on Form 10-K, as amended, filed on March 31,  1999). |
| 3.2                                                                         |   | The Amended and Restated By-Laws of the  Company (incorporated herein by reference to Exhibit 3.6 to the Company’s  Amendment No. 2 to Registration Statement on Form S-1, as  amended, File No. 333-52109). |
|                                                                        |   |   |
| Instruments Defining the Rights of Security  Holders, Including Indentures: |
|                                                                        |   |   |
| 4.1                                                                         |   | Specimen Stock Certificate for shares of  Common Stock, $.01 par value, of the Company (incorporated herein by  reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1,  as amended, File No. 333-52109). |
|                                                                        |   |   |
| Material Contracts:                                                         |
|                                                                        |   |   |
| 10.1                                                                        |   | Natrol, Inc. Amended and Restated 1996  Stock Option Plan (incorporated herein by reference to Appendix A filed on May 2,  2000 Proxy Statement); |
| 10.2                                                                        |   | Natrol, Inc. Employee Stock Purchase  Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s  Registration Statement on Form S-1, as amended, File No. 333-52109). |
| 10.3                                                                        |   | Form of Indemnification Agreement  between Natrol, Inc. and each of its directors (incorporated herein by  reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1,  as amended, File No. 333-52109). |
| 10.4                                                                        |   | Form of Incentive Stock Option  Agreement of the Natrol, Inc. Stock Option and Grant Plan (incorporated  herein by reference to Exhibit 10.9 to the Company’s Registration  Statement on Form S-1, as amended, File No. 333-52109). |
| 10.5                                                                        |   | Amended and Restated Credit Agreement with  Wells Fargo Bank, N.A. (incorporated herein by reference to Exhibit 10.9  to the Company’s Registration Statement on Form S-1, as amended,  File No. 333-52109). |
| 10.6                                                                        |   | Credit Agreement with Wells Fargo Bank,  N.A., dated as of March 1, 2001 (incorporated herein by reference to Exhibit 10.6  to the Company’s Form 10-K filed on March 30, 2001). |
| 10.7                                                                        |   | Revolving Line of Credit Agreement with  Wells Fargo Bank, N.A., dated as of March 1, 2001 (incorporated herein  by reference to Exhibit 10.7 to the Company’s Form 10-K filed  March 30, 2001). |
| 10.8                                                                        |   | Supply Agreement, dated as of February 8,  1998, by and between the Company and Basic Vegetable Products, L.P. |

 

2

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|   |   | (incorporated herein by reference to Exhibit 10.10  to the Company’s Registration Statement on Form S-1, as amended,  File No. 333-52109).                                                                                                                     |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.9   |   | Assignment and Amendment to Supply and  Royalty Supply Agreement, dated as of November 7, 2000, by and between  the Company and ConAgra Foods, Inc. (incorporated by reference to Exhibit 10.9  to the Company’s Form 10-K filed on March 30, 2001). |
| 10.10  |   | Bonus Compensation Plan (incorporated by  reference to Exhibit 10.10 to the Company’s Form 10-K filed  on April 4, 2004).                                                                                                                                      |
| 14.1   |   | Code of Ethics (incorporated by reference  to Exhibit 99.1 to the Company’s Form 8-K filed on June 9,  2004).                                                                                                                                                  |
| 21.1** |   | Subsidiaries of Natrol, Inc.                                                                                                                                                                                                                                                  |
| 23.1** |   | Consent of Experts and Counsel: Consent of  Deloitte & Touche, LLP.                                                                                                                                                                                                       |
| 23.2** |   | Consent of Experts and Counsel: Consent of  Ernst & Young, LLP.                                                                                                                                                                                                           |
| 31.1*  |   | Certification of Chief Executive Officer  pursuant to section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                          |
| 31.2*  |   | Certification of Chief Financial Officer  pursuant to section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                          |
| 32.1*  |   | Certification of Chief Executive Officer  pursuant to section 901 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                          |
| 32.2*  |   | Certification of Chief Financial Officer  pursuant to section 901 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                          |

 

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* Filedherewith

** Previouslyfiled with originally filed Form 10-K

 
| (b)    |   | Reports on Form 8-K:                                                                                                                                              |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                   |
|   |   | On November 26, 2004, the Company  furnished a Current Report on Form 8-K, dated November 4,  2004, regarding entry into material definitive agreement. |
|   |   |                                                                                                                                                                   |
|   |   | On December 28, 2004, the Company  furnished a Current Report on Form 8-K, dated December 22,  2004, regarding changes in its certifying accountant.    |

 

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**SIGNATURE**

 

Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the registrant has dulycaused this Form 10-K/A to be signed on its behalf by theundersigned, thereunto duly authorized, this 13th day of May, 2005.

 

 
|   | NATROL, INC. |
|--------|--------------|
|   | By:          | */s/  Elliott Balbert* |   |
|   |         | Elliott  Balbert | * * |
|   |         | *President  and Chief Executive Officer* |   |

 

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