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 22, 2011

 

NATURE’S SUNSHINE PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Utah

 

0-8707

 

87-0327982

(State or Other Jurisdiction of

Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

75 East 1700 South, Provo, Utah

 

84606

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (801) 342-4300

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Cautionary Statement Regarding Forward-Looking Statements

 

In addition to historical information, this report contains forward-looking statements.  Nature’s Sunshine may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements encompass Nature’s Sunshine’s beliefs, expectations, hopes, or intentions regarding future events.  Words such as “expects,” “intends,” “believes,” “anticipates,” “should,” “likely,” and similar expressions identify forward-looking statements.  All forward-looking statements included in this report are made as of the date hereof and are based on information available to the Company as of such date. Nature’s Sunshine assumes no obligation to update any forward-looking statement. Actual results will vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others: further reviews of the Company’s financial statements by the Company and its Audit Committee; modification of the Company’s accounting practices; the outcome of the various inquiries, requests for documents and proceedings by government agencies; foreign business risks; industry cyclicality; fluctuations in customer demand and order pattern; changes in pricing and general economic conditions; as well as other risks detailed in the Company’s previous filings with the SEC.

 

Item 5.02               Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On April 28, 2011 Nature’s Sunshine Products, Inc. (the “Company”) issued a press release announcing the appointment of Mark Genender to the Board of Directors. Mr. Genender fills the position left vacant after Pauline Hughes Francis’s resignation from the Board in October 2010.

 

On April 22, 2011, Mr. Genender was appointed as a director.  We expect Mr. Genender to serve as a Class III director until the next shareholders’ meeting at which Class III directors are elected.

 

Mr. Genender is a Partner in the investment firm Red Mountain Capital Partners LLC, based in Los Angeles.  Prior to joining Red Mountain earlier this year, Mr. Genender was a Managing Director in the Retail and Consumer Group at the Carlyle Group.  Prior to Carlyle, Mr. Genender co-founded and was a Partner at Star Avenue Capital, a consumer growth equity vehicle which he formed in 2008.  From 1996 to 2008, Mr. Genender was a Managing Director at Fenway Partners, LLC both in New York and then in Los Angeles.  Previous to Fenway, Mr. Genender held senior sales and marketing positions with Nabisco Holdings Inc. and PepsiCo Inc., and served as a Financial Analyst in the M&A department with Goldman, Sachs & Co. in London and New York.  Mr. Genender received his A.B. from Princeton University, and his M.B.A from INSEAD in France.

 

Item 9.01               Financial Statements and Exhibits

 

(d)           The following documents are filed as exhibits to this report:

 

Item No.

 

Exhibit

99.1

 

Press Release issued by Nature’s Sunshine Products, Inc., dated April 28, 2011

 

2



 

SIGNATURE

 

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.

 

Date: April 28, 2011

 

NATURE’S SUNSHINE PRODUCTS, INC.

 

 

 

 

 

 

 

 

 

By:

/s/ Stephen M. Bunker

 

 

 

 

Stephen M. Bunker

 

 

 

 

Vice President, Chief Financial Officer, and

 

 

 

 

Treasurer

 

3