-----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, BbU2ZrljLHfINafgGpUsc1Yhk6opXVdSDD+mEJLSclcfh2KNHqQmew5N/dYAlpOo n1OSqb40BsZvfNBrT3lI8w== 0001019056-06-000367.txt : 20060403 0001019056-06-000367.hdr.sgml : 20060403 20060403135752 ACCESSION NUMBER: 0001019056-06-000367 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060328 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL HEALTH TRENDS CORP CENTRAL INDEX KEY: 0000912061 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 592705336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26272 FILM NUMBER: 06732593 BUSINESS ADDRESS: STREET 1: 12901 HUTTON DRIVE STREET 2: -- CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 972-241-4080 MAIL ADDRESS: STREET 1: 12901 HUTTON DRIVE STREET 2: -- CITY: DALLAS STATE: TX ZIP: 75234 8-K 1 natural_8k.txt FORM 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 28, 2006 ------------------------------ NATURAL HEALTH TRENDS CORP. - -------------------------------------------------------------------------------- (Exact name of Company as specified in its charter) Delaware 0-26272 59-2705336 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission IRS Employer of incorporation) File Number) Identification No.) 2050 Diplomat Drive Dallas, TX 75234 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code (972) 241-4080 ------------------------------ - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below): [ ] 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 Appointment of Directors or Principal Officers; election of Directors; Appointment of Principal Officers. On March 28, 2006, the Board of Directors (the "Board") of Natural Health Trends Corp. (the "Company") and Robert H. Hesse mutually agreed that Mr. Hesse has completed his assignment as the Interim Chief Executive Officer of the Company, effective immediately. Mr. Hesse will continue to serve the Company as a member of its Board of Directors. In addition, as of March 28, 2006, the Board promoted Curtis Broome from President-Greater China and Southeast Asia to the position of President of NHTGlobal. Mr. Broome will also serve as the Company's principal executive officer on an interim basis. The Search Committee of the Board of Directors continues to conduct an active search for a chief executive officer. The Board also terminated the Office of the Chief Executive (which consisted of Mr. Hesse, Richard Johnson, the Company's President-Japan, and Chris Sharng, the Company's Executive Vice President and Chief Financial Officer) and formed an Executive Management Committee (the "EMC") that consists of Mr. Broome, Mr. Sharng, and John Cavanaugh, the President of the Company's MarketVision subsidiary. Terrence Morris, a member of the Company's Board of Directors, will have the right to attend all meetings of the EMC and will liase with the Board regarding matters addressed by the EMC. The EMC will manage the Company's day-to-day operations and will report directly to the Board. In the event that the Board determines that continued participation with the EMC would interfere with Mr. Morris' exercise of independent judgment in carrying out his responsibilities as a director, Mr. Morris may be asked to refrain from participating in EMC matters in order to preserve his status as an independent director on the Board. In addition to the other compensation paid to Mr. Morris as a member of the Board, the Board has approved a monthly payment of $4,000 to Mr. Morris as compensation for his Board duties related to the EMC. Sir Brian Wolfson decided, for personal reasons, to resign as Chairman of the Board and will continue to serve on the Board as its Vice Chairman. In connection therewith, the Board appointed Randall A. Mason, a member of the Board since May 2003, as its Chairman. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATURAL HEALTH TRENDS CORP. Date: April 3, 2006 By: /s/ CURTIS BROOME ------------------------------------ Name: Curtis Broome Title: President of NHT Global [principal executive officer] 2 -----END PRIVACY-ENHANCED MESSAGE-----