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) February 21, 2007
NATURAL HEALTH TRENDS CORP.
(Exact name of Company as specified in its charter)
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| Delaware
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0-26272
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59-2705336 |
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| (State or other jurisdiction
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(Commission
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IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 2050 Diplomat Drive Dallas, TX
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75234 |
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| (Address of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 31, 2006, Natural Health Trends Corp. (the “Company”) entered into an employment letter
agreement with Stephanie Hayano pursuant to which Ms. Hayano agreed to serve as the President and
Chief Executive Officer of the Company and to serve on the Company’s Board of Directors. Effective
February 21, 2007, Ms. Hayano resigned as the Company’s President and Chief Executive Officer and
as a member of the Company’s Board of Directors. In exchange for a general release of all claims
against the Company, the Company agreed to (i) continue to pay Ms. Hayano’s salary for a period of
12 months, less any amounts paid, due or promised to her as compensation from third parties during
that period, (ii) pay her the $62,500 bonus for fiscal year 2006 due to her under the employment
letter agreement with the Company, and (iii) give her a limited release of claims arising from or
related to facts within the knowledge of the Company’s Board of Directors, executive management, or
general counsel.
On January 3, 2007, the Company entered into a letter agreement with Gernot Senke pursuant to which
Mr. Senke agreed to serve as the Chief Operating Officer of the Company commencing on February 12,
2007. Effective February 21, 2007, Mr. Senke resigned as the Chief Operating Officer. In exchange
for a general release of all claims against the Company, the Company has agreed to pay severance to
Mr. Senke for up to twelve months.
On February 21, 2007, the Board of Directors appointed (i) Chris Sharng, previously Executive Vice
President and Senior Financial Officer, to the position of President of the Company and (ii)
Timothy S. Davidson, previously Chief Accounting Officer, to the position of Senior Vice President,
Chief Financial Officer, and Principal Financial and Accounting Officer. Curtis Broome, President
of NHT Global overseeing all of the Company’s markets, is designated as an executive officer of the
Company.
Item 8.01 Other Events
On February 19, 2007, the Company accepted the resignations of Colin J. O’Brien and Terrence M.
Morris from the Company’s Board of Directors. The Company is actively seeking new directors to
fill the recent vacancies on its Board of Directors. The Company also engaged Mr. Morris as a
consultant to assist the Company with general business matters through December 31, 2007 at a
monthly cost of $3,500 per month.
Item 9.01 Financial Statements and Exhibits
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(d) |
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Exhibits |
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10.1 |
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Severance Agreement between Natural Health Trends Corp. and Stephanie Hayano
dated as of February 21, 2007. |
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10.2 |
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Severance Agreement between Natural Health Trends Corp. and Gernot Senke dated as
of February 21, 2007. |
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99.1 |
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Press release of the Company dated February 26, 2007. |
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