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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 22, 2006
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 1.01 Entry into a Material Definitive Agreement.
On May 22, 2006, USANA Health Sciences, Inc. (the "Company") entered into
indemnification agreements (the "Indemnification Agreements") with each of its
directors, Robert Anciaux, Jerry G. McClain, Ronald S. Poelman, Denis E.
Waitley, Ph.D. and Myron W. Wentz, Ph.D., and with the following executive
officers: Fred W. Cooper, Gilbert A. Fuller, Kevin Guest, G. Doug Hekking,
Bradford Richardson, David A. Wentz, Mark H. Wilson, and Timothy Wood. The
Indemnification Agreements, among other things, provide for indemnification of
the respective director or officer for judgments, settlements, penalties and
fines incurred by such person in any action or proceeding arising out of such
person's services as a director or officer of the Company or at the Company's
request. The Indemnification Agreements also provide for advancement of expenses
to the indemnified person in connection with a legal proceeding.
In addition to the Indemnification Agreements, the Company's Amended and
Restated Articles of Incorporation and Bylaws provide for indemnification and
advancement of expenses for directors and officers. The Company believes that
these provisions and agreements are necessary to attract and retain qualified
persons to serve as directors and officers. There is no pending litigation or
proceeding relating to the Company involving any of the Company's directors or
officers.
The foregoing description of the Indemnification Agreements does not purport to
be complete and is qualified in its entirety by reference to the Indemnification
Agreements. Forms of Indemnification Agreements for directors and certain
officers of the Company are filed as Exhibit 10.1 and Exhibit 10.2 hereto, and
are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. (furnished herewith)
(d) Exhibits
Exhibit No. Description
10.1 Form of Indemnification Agreement between the Company and its
directors.
10.2 Form of Indemnification Agreement between the Company and
certain of its officers.
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
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Gilbert A. Fuller,
Chief Financial Officer
Date: May 24, 2006