-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FogdCJfiBI4CN5EzsHPEvcgcJaBfiSOfnvybchYr6g1PK0PDDvgWasHluTn7u0N8 MQSKDxzPFN3i9dl5V6B10g== 0001157523-07-003196.txt : 20070402 0001157523-07-003196.hdr.sgml : 20070402 20070402141847 ACCESSION NUMBER: 0001157523-07-003196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070330 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USANA HEALTH SCIENCES INC CENTRAL INDEX KEY: 0000896264 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 870500306 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21116 FILM NUMBER: 07737691 BUSINESS ADDRESS: STREET 1: 3838 WEST PARKWAY BLVD. CITY: SALT LAKE CITY STATE: UT ZIP: 84120-6336 BUSINESS PHONE: 8019547100 MAIL ADDRESS: STREET 1: 3838 WEST PARKWAY BLVD. STREET 2: 3838 WEST PARKWAY BLVD. CITY: SALT LAKE CITY STATE: UT ZIP: 84120-6336 FORMER COMPANY: FORMER CONFORMED NAME: USANA INC DATE OF NAME CHANGE: 19930125 8-K 1 a5369000.txt USANA HEALTH SCIENCES, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K ------------ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 30, 2007 USANA HEALTH SCIENCES, INC. (Exact name of registrant as specified in its charter) Commission File No. 0-21116 Utah 87-0500306 (State or other jurisdiction of (IRS Employer Identification incorporation) Number) 3838 West Parkway Boulevard Salt Lake City, Utah 84120 (Address of principal executive offices, Zip Code) Registrant's telephone number, including area code: (801) 954-7100 Former name or former address, if changed since last report: Not Applicable Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer (b) On March 30th, 2007, Denis E. Waitley, a member of the Board of Directors of USANA Health Sciences, Inc. (the "Company"), communicated his decision to retire from the Board. Dr. Waitley's service as a director will end on April 17, 2007. Item 8.01 Other Events On March 30th, 2007, the Company issued a press release announcing that Denis E. Waitley, a member of the Company's Board of Directors, has withdrawn his nomination for reelection to the Board of Directors. The release also included a statement from the company regarding allegations made concerning the academic credentials of Mr. Waitley. A copy of the press release is furnished herewith as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference. The Company will also post this document on its corporate website, www.usanahealthsciences.com, under the "investors" link. As previously announced in the Company's proxy statement as filed with the Commission on March 13, 2007, the Company will hold its Annual Meeting of Shareholders on April 18, 2007. As a result of Mr. Waitley's withdrawal as a nominee to the Board, any shareholder votes received in favor of the election of Mr. Waitley at the meeting will be disregarded, and the remaining four directors previously identified in the proxy statement will continue to stand for re-election. As a result of Mr. Waitley's becoming unavailable for election, pursuant to the Company's proxy statement, the Board may reduce the number of directors, substitute another person for that nominee, or otherwise fill the vacancy created. Currently, the directors do not plan to substitute another person to be nominated as a director in connection with the annual meeting. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 99 Press release issued by USANA Health Sciences, Inc. dated March 30, 2007 (furnished herewith). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. USANA HEALTH SCIENCES, INC. By: /s/ Gilbert A. Fuller Gilbert A. Fuller, Chief Financial Officer Date: April 2, 2007 3 EX-99 2 a5369000ex99.txt EXHIBIT 99 Exhibit 99 USANA Director Denis E. Waitley Withdraws Nomination for Reelection to the Board of Directors SALT LAKE CITY--(BUSINESS WIRE)--March 30, 2007--USANA Health Sciences Inc. (NASDAQ:USNA) issued the following statement today regarding allegations made concerning the academic credentials of board member, Dr. Denis Waitley: "Dr. Denis Waitley has decided not to stand for reelection to the USANA board of directors. Dr. Waitley recently informed USANA that an error appeared in his biography listed in the Company's proxy statement and that he did not in fact earn a masters degree in Organizational Development from the Naval Post Graduate School in Monterey, California. Dr. Waitley did confirm that he earned a Bachelor of Science degree from the United States Naval Academy in Annapolis, Maryland, and a Ph.D. in Human Behavior from La Jolla University. Dr. Waitley's board term will end on April 17, 2007, at which time he will retire as a director of the Company. "The board of directors has regretfully acknowledged Denis Waitley's decision to retire from the board and acknowledges his contributions to USANA during his tenure as a director." Commenting on Dr. Waitley's decision, Dr. Myron Wentz, chairman of USANA's board of directors, said, "It is with regret that we accept Dr. Waitley's decision not to stand for reelection. We appreciate all that Denis has done to help build this great company. Denis's lifetime of accomplishments speak for themselves." About USANA USANA develops and manufactures high quality nutritional, personal care, and weight management products that are sold directly to Preferred Customers and Associates throughout the United States, Canada, Australia, New Zealand, Hong Kong, Japan, Taiwan, South Korea, Singapore, Mexico, Malaysia, the Netherlands, and the United Kingdom. More information on USANA can be found at http://www.usanahealthsciences.com. CONTACT: Edelman Joe Poulos, 312-240-2719 (Media) or USANA Health Sciences Inc., Salt Lake City Riley Timmer, 801-954-7100 (Investor Relations) investor.relations@us.usana.com -----END PRIVACY-ENHANCED MESSAGE-----