-----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, PEt1k0hXRXtxqVVBAqjNfoEpaTuHW2QJ3wwe+bhefhtZia2EH+fAbZPKp2gfTtq6 zPv36u3C/FL8CJUdKKCLmA== 0001019056-06-000461.txt : 20060421 0001019056-06-000461.hdr.sgml : 20060421 20060421171622 ACCESSION NUMBER: 0001019056-06-000461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060418 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 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: 06773432 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) April 18, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 18, 2006, Natural Health Trends Corp. (the "Company") received a letter from The Nasdaq Stock Market stating that the Company is not in compliance with Marketplace Rule 4310(c)(14), which obligates Nasdaq listed issuers to timely file those reports and other documents required to be filed with the Securities and Exchange Commission. As previously disclosed, the Company will be filing its Annual Report on Form 10-K late. Since the Company anticipates requesting a hearing with the Nasdaq Hearings Panel, or filing its Annual Report on Form 10-K, by April 25, 2006, it is not anticipated that the Company's shares of common stock will be delisted on April 27, 2006. However, if the Company fails to file its Annual Report on Form 10-K, or to persuade the Hearings Panel to provide the Company with an exception to Marketplace Rule 4310(c) (14), the Company's shares of Common Stock may be subject to delisting by The Nasdaq Stock Market. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99. Press Release of the Company dated April 21, 2006. 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 21, 2006 By: /s/ CHRIS SHARNG ------------------------------------ Name: Chris Sharng Title: Executive Vice President and Chief Financial Officer 2 EX-99 2 ex_99.txt EXHIBIT 99 Exhibit 99 Natural Health Notified of Non-Compliance with NASDAQ Rule Friday, April 21, 2006 Natural Health Trends Corp. (NASDAQ: BHIP - News) announced today that on April 18, 2006 it received a letter from The Nasdaq Stock Market stating that the Company is not in compliance with Marketplace Rule 4310(c)(14), which obligates Nasdaq listed issuers to timely file those reports and other documents required to be filed with the Securities and Exchange Commission. As previously disclosed, the Company will be filing its Annual Report on Form 10-K late. Since the Company anticipates requesting a hearing with the Nasdaq Hearings Panel, or filing its Annual Report on Form 10-K, by April 25, 2006, it is not anticipated that the Company's shares of common stock will be delisted on April 27, 2006. However, if the Company fails to file its Annual Report on Form 10-K, or to persuade the Hearings Panel to provide the Company with an exception to Marketplace Rule 4310(c) (14), the Company's shares of Common Stock may be subject to delisting by The Nasdaq Stock Market. Natural Health Trends Corp. is an international direct-selling company operating in more than 15 markets throughout Asia, North America, and Latin America. The Company markets premium quality personal care, health and lifestyle products under the Lexxus brand and markets its nutritional supplement products under the Kaire brand. Additional information can be found on the Company's website, and management encourages interested parties to register for updated corporate information via e-mail on the Company's homepage, www.naturalhealthtrendscorp.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - -- Forward-looking statements in this release do not constitute guarantees of future performance. Such forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those anticipated. Such statements may relate, among other things, to our relationship with our distributors; our need to continually recruit new distributors; our internal controls and accounting methods that may require further modification; regulatory matters governing our products and network marketing system; our ability to recruit and maintain key management; adverse publicity associated with our products or direct selling organizations; product liability claims; our reliance on outside manufacturers; risks associated with operating internationally, including foreign exchange risks; product concentration; dependence on increased penetration of existing markets; the competitive nature of our business; and our ability to generate sufficient cash to operate and expand our business. For a more detailed discussion of the risks and uncertainties of our business, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the Securities and Exchange Commission. We assume no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein. Contact: Natural Health Trends Corp. Chris Sharng, 972-241-4080 or Porter, LeVay & Rose, Inc. Michael Porter, President - Investor Relations Linda Decker, VP - Investor Relations Jeff Myhre, VP - Editorial 212-564-4700 Fax: 212-244-3075 www.plrinvest.com - ----------------- -----END PRIVACY-ENHANCED MESSAGE-----