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):
December
14, 2012
USANA HEALTH
SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
or other jurisdiction of incorporation)
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0-21116 |
87-0500306 |
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(Commission File No.) |
(IRS Employer Identification |
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Number) |
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3838 West Parkway Boulevard |
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(Address of principal executive offices, Zip Code) |
Registrant’s telephone number, including area code: (801) 954-7100
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) – (c)
On December 14, 2012, USANA Health Sciences, Inc. (the “Company”) announced that Roy Truett resigned as Chief Operating Officer to pursue other business endeavors. The Company also announced that G. Douglas Hekking was stepping aside as Chief Financial Officer to return to a strategic role that will support the Company’s finance and operations groups. Mr. Hekking’s determination to change positions was prompted by his need to attend to family health matters and his desire to serve in a more targeted role in the Company.
The Company has appointed Paul A. Jones as Chief Financial Officer on an interim basis. Mr. Jones, 49, joined USANA in December 2005 as Vice President of Human Resources. He served in that capacity until June 2007 at which time he left the Company to fulfill a three-year service mission in Chile. Mr. Jones rejoined the Company in July 2010 as Vice President of Human Resources and served in that capacity until December 2012. Prior to joining USANA, Mr. Jones was employed with Associated Food Stores from 1998 to 2005 as Vice President of Operations –Dan’s Food Stores; Vice President Farr West Operations; and Vice President of Human Resources. In addition to his operations and human resources experience, Mr. Jones worked as corporate controller for Crib Retaining Walls for six years. Mr. Jones has a bachelor degree in Finance with a minor in Economics from Utah State University. He also has a masters of arts in Organizational Management from University of Phoenix and successfully completed the Certified Management Accountant exam (CMA) in 1990.
Mr. Jones and the Company have agreed on the principal terms of his employment as the Company’s Chief Financial Officer. Mr. Jones will continue to receive an annual salary of $192,816 which will be reviewed in the near future by the Compensation Committee. He will also continue to be eligible to participate in the Company’s Executive Bonus Plan and receive equity grants under the Company’s 2006 Equity Incentive Award Plan. Mr. Jones will also be eligible to participate in the Company’s 401K plan and to receive medical and other benefits coverage, which is generally available to the Company’s other employees.
The press release issued by the Company on December 14, 2012 announcing these events is attached hereto as Exhibit 99 and incorporated herein by reference.
(e)
In connection with Mr. Truett’s resignation, the Company and Mr. Truett are negotiating separation and severance documentation. The Company will file an amended Current Report on Form 8-K upon the finalization of this documentation.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 Press release issued by USANA Health Sciences, Inc. dated December 14, 2012 (furnished herewith).
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.
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USANA HEALTH SCIENCES, INC. |
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By: /s/ Paul A. Jones |
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Paul A. Jones, Chief Financial Officer |
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Date: |
December 14, 2012 |
3
Exhibit 99.1
USANA Announces Management Team Transition
SALT LAKE CITY--(BUSINESS WIRE)--December 14, 2012--USANA Health Sciences, Inc. (NYSE: USNA), a global nutritional company, today announced the reorganization of its management team.
Doug Hekking is stepping aside as the Company’s Chief Financial Officer to return to a strategic role that will support the Company’s finance and operations groups. Mr. Hekking’s decision to change roles was prompted by his need to attend to family health matters and his desire to serve in a more targeted role within the Company. The Company thanks Mr. Hekking for serving as CFO and supports his decision to attend to the needs of his family.
Paul Jones, who is currently serving as the Company’s Vice President of Human Resources, has been named as interim CFO. Mr. Jones has been with USANA since 2005. Prior to joining the Company, he worked with Associated Food Stores, Inc. as Vice President of Operations - Dan’s Foods; Vice President of Farr West Operations; and Vice President of Human Resources. Mr. Jones is a Certified Management Accountant and holds a master’s degree in organizational management from the University of Phoenix and a bachelor’s degree in finance from Utah State University. Mr. Hekking will be working closely with Mr. Jones during a transition period.
The Company has also accepted the resignation of Chief Operating Officer, Roy Truett. The Company expresses gratitude to Mr. Truett for his contributions to the Company during his years of service and wishes him the best in his future endeavors.
With Mr. Truett’s departure, Jim Brown, who was recently promoted to Chief Production Officer for his expertise in operations and production, will direct operations and report directly to the CEO.
Additionally, Rick Stambaugh has been named Chief Information Officer. Mr. Stambaugh has more than 25 years of experience in the direct sales industry. Before joining USANA, he served as President and CEO of TekVation and the Fionda Group, two companies that supply technology and innovative solutions to the direct sales industry. He also served as Director of Corporate Marketing at Herbalife. Mr. Stambaugh has a bachelor’s degree in Education from the University of Nebraska Omaha.
Finally, USANA congratulates Lori Truman on her promotion to Vice President of U.S. Field Development. Mrs. Truman has been an extraordinary asset at USANA for nearly 10 years. Most recently, she served as USANA’s Executive Director of U.S. Field Development. Her rapport with the Company’s Associates and dedication to helping them achieve their goals is unmatched. Mrs. Truman has a bachelor’s degree in business management from the University of Utah.
“We deeply appreciate the dedicated service of our management team,” stated USANA CEO Dave Wentz. “We are confident that the skills and expertise of these new members of management will help us advance the long term growth of our Company.”
For more information about USANA’s products and company, visit USANA.com.
About USANA
Founded in 1992, USANA Health Sciences (NYSE: USNA) is a U.S.-based nutritional company that manufactures high-quality supplements and personal care, energy, and weight-management products in their FDA-registered facility in Salt Lake City, Utah. USANA's products, tested by NSF International and used by more than 600 professional athletes, are developed by the company's award-winning team of scientists and sold directly to Preferred Customers and Associates in 18 international markets. Named one of Outside magazine's "Best Places to Work" for four consecutive years, USANA has received more than 100 state, national and international accolades, including Utah Best of State, Stevie Awards, Australian Business Awards, NutriSearch Editor's Choice and others. Learn more about USANA (www.USANA.com) and the USANA True Health Foundation (www.USANAfoundation.org), stay current with the official USANA blog (www.whatsupUSANA.com), like us on the USANA Facebook page (www.facebook.com/USANAhealthsciences), or follow USANA on Twitter (@USANAinc).
Safe Harbor
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Our actual results could differ materially from those projected in these forward-looking statements, which involve a number of risks and uncertainties, including global economic conditions generally, reliance upon our network of independent Associates, the governmental regulation of our products, manufacturing and marketing risks, adverse publicity risks, and risks associated with our international expansion. The contents of this release should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in our most recent filings with the Securities and Exchange Commission.
CONTACT:
USANA Health Sciences, Inc.
Investors contact:
Patrique
Richards
Investor Relations
801-954-7961
investor.relations@us.usana.com
or
Media
contact:
Ashley Collins
Public Relations
801-954-7280
media@us.usana.com