As filed with the Securities and Registration No.333-
Exchange Commission on July 16, 2002
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
USANA Health Sciences, Inc.
(Exact name of registrant as specified in its charter)
Utah 87-0500306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3838 West Parkway Blvd., Salt Lake City, Utah 84120
(Address of principal executive offices)
2002 USANA HEALTH SCIENCES, INC. STOCK OPTION PLAN
(Full title of the plan)
Gilbert A. Fuller
Chief Financial Officer
USANA Health Sciences, Inc.
3838 West Parkway Blvd.
Salt Lake City, Utah 84120
(Name and address of agent for service)
(801) 954-7100
(Telephone number, including area code, of agent for service)
Copy to:
Kevin R. Pinegar
Wayne D. Swan
Durham Jones & Pinegar
Professional Corporation
111 East Broadway, Suite 900
Salt Lake City, UT 84111
(801) 415-3000
CALCULATION OF FILING FEE
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share(1) offering price registration fee
Common Stock to be issued under the 2002 Stock 3,500,000 $6.50 $22,750,000 $2,093.00
Option Plan (2)
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act of
1933, as amended, using the average of the high and low price reported by the
Nasdaq National Market System for the registrant's common stock on July 15,
2002.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement shall also cover any additional shares of the
registrant's common stock that become issuable under the registrant's 2002 Stock
Option Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the registrant's receipt of
consideration that results in an increase in the number of the registrant's
outstanding shares of common stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees and consultants as
specified by Rule 428(b)(1). Such documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
USANA Health Sciences, Inc. hereby incorporates by reference in this
registration statement the following documents:
o USANA's Annual Report on Form 10-K for the fiscal year ended December
29, 2001, as amended, as filed with the SEC on May 1, 2002;
o USANA's Quarterly Report on Form 10-Q for the quarter ended March 30,
2002, as filed with the SEC on May 13, 2002; and
o The description of USANA's common stock contained in its Registration
Statement on Form 10-A, effective in April 1993.
All documents subsequently filed by USANA Health Sciences, Inc.
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Part 9 of the Utah Revised Business Corporation Act (Utah Code Ann.
Section 16-10a-901, et seq.) authorizes the registrant to indemnify its
directors and officers under specified circumstances. The bylaws of the
registrant provide that the registrant shall indemnify, to the extent permitted
by Utah law, its directors and officers against liabilities (including expenses,
judgments and settlements) incurred by them in connection with any actual or
threatened action, suit or proceeding to which they are or may become parties
and which arises out of their activities as directors or officers.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description of Exhibit
4.1 2002 USANA Health Sciences, Inc. Stock Option Plan
5.1 Opinion of Durham Jones & Pinegar, Professional Corporation
23.1 Consent of Grant Thornton LLP, Independent Auditors
23.2 Consent of Durham Jones & Pinegar, Professional Corporation
(included in Exhibit 5.1) 24.1 Power of Attorney (See page II-3 of
this registration statement)
II-1
Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in clauses (i) and
(ii) above shall not apply if the information required to be included in a
post-effective amendment by these clauses is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by
reference in this registration statement.
(b) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Salt Lake City, State of Utah, on July 16, 2002.
USANA HEALTH SCIENCES, INC.
By: /s/ Myron W. Wentz
------------------------------------
Its: Chief Executive Officer and Chairman
------------------------------------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Myron W. Wentz and Gilbert A. Fuller,
jointly and severally, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
registration statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Myron W. Wentz Chief Executive Officer, Chairman and Director July 16, 2002
---------------------------
Myron W. Wentz (Principal Executive Officer)
/s/ Gilbert A. Fuller Senior Vice President and July 16, 2002
---------------------------
Gilbert A. Fuller Chief Financial Officer (Principal Accounting
Officer)
/s/ Robert Anciaux Director July 16, 2002
---------------------------
Robert Anciaux
/s/ Jerry G. McClain Director July 16, 2002
---------------------------
Jerry G. McClain
/s/ Ronald S. Poelman Director July 16, 2002
---------------------------
Ronald S. Poelman
/s/ Denis E. Waitley Director July 16, 2002
---------------------------
Denis E. Waitley, Ph.D.
/s/ David A. Wentz President and Director July 16, 2002
-------------------
David A. Wentz
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INDEX TO EXHIBITS
Exhibit No. Description of Document
4.1 2002 USANA Health Sciences, Inc. 2002 Stock Option Plan.
5.1 Opinion of Durham Jones & Pinegar, P.C., with respect to the
legality of the securities being registered.
23.1 Consent of Grant Thornton LLP, independent accountants.
23.2 Consent of Counsel (Contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
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