As filed with the Securities and Exchange Commission
on July 15, 1996 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
NATURE'S SUNSHINE PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0327982
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 East 1700 South
Provo, Utah 84605-9005
(Address of Principal Executive Offices)
_______________________
NATURE'S SUNSHINE PRODUCTS, INC
1995 STOCK OPTION PLAN
(Full title of the plan)
BRENT F. ASHWORTH
Nature's Sunshine Products, Inc.
75 East 1700 South
Provo, Utah 84605-9005
(Name and address of agent for service)
(801) 342-4300
(Telephone number, including area code, of agent for service)
Copies to: BRENT CHRISTENSEN, ESQ.
Van Cott, Bagley, Cornwall & McCarthy
50 South Main Street, Suite 1600
Salt Lake City, Utah 84144
(801) 532-3333
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate
to be Amount to be Offering Price Offering Amount of
Registered Registered Per Share(1) Price(1) Registration Fee(1)
- -------------------------------------------------------------------------------
Common Stock 1,650,000 Shares $21.50 $35,475,000 $12,232.76
(no par value)
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as
amended, the registration fee has been calculated based upon a price of
$21.50 per share, the average of the high and low sales prices as reported in
the consolidated reporting system (NASDAQ) for the registrant's Common Stock
on July 11, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange 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 hereof, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
See response to Item 1. above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) Registrant's latest Annual Report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's
document referred to in subparagraph (a), above;
(c) Description of the registrant's Common Stock contained in the
registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such information; and
(d) All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregistered all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.
2
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable as the registrant's stock is registered under Section 12
of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
pursuant to this registration statement have been passed upon for the
registrant by Brent F. Ashworth, Esq. Mr. Ashworth serves as Vice
President-Legal, Secretary and General Counsel to the registrant. He
directly owns 4,315 shares of the registrant's Common Stock and by virtue of
his participation in the registrant's 401(k) Plan indirectly owns
approximately 69,006 shares of Common Stock. He also holds options to
purchase 108,925 shares of Common Stock that have been granted to him by the
registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 16-10a-841 of the Utah Revised Business Corporation Act (UTAH
CODE Section 16-10a-901 et seq.) (the "Utah Corporations Law") allows a Utah
corporation to provide in its articles of incorporation or by shareholder
resolution or in its bylaws for the elimination or limitation of personal
liability of a director to the corporation or to its shareholders for
monetary damages for any action or omission, as a director, except (i)
liability for and financial benefit received by a director to which he was
not entitled, (ii) intentional infliction of harm on the corporation or the
shareholders, (iii) an unlawful distribution to shareholders in violation of
Utah Corporations Law, and (iv) intentional violation of criminal law.
Part 9 of the Utah Corporations Law provides for discretionary and
mandatory indemnification of directors in certain circumstances. Section
16-10a-902 empowers a corporation to indemnify a director, against liability
if his conduct was in good faith, he reasonably believed that his conduct was
not opposed to the corporation's best interest and in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a director under Section
16-10a-902 if the director was adjudged liable to the corporation for
deriving an improper personal benefit. A director may apply to a court of
competent jurisdiction to compel mandatory indemnification by the corporation
and the court may also order the corporation to pay the director's reasonable
expenses incurred to obtain the court ordered indemnification. All
indemnification is limited to reasonable expenses only.
Section 16-10a-903 requires that, unless limited by the articles of
incorporation, a corporation must indemnify a director who was successful in
the defense of any proceeding, claim, issue or matter in a proceeding, to
which he was a party because he is or was a director. Such indemnification
is limited to reasonable expenses incurred and limited to the extent of his
success in the proceeding or claim.
Under Section 16-10a-904 a corporation may pay for or reimburse the
reasonable expenses incurred by a director in advance of final disposition of
the proceeding if the director furnishes the corporation a written
affirmation of his good faith belief that he has met the applicable standard
of conduct, provides a written undertaking personally binding him to pay the
advance if it is ultimately determined that he did not meet the standard of
conduct, and a determination is made that the facts then known to those
making a determination would not preclude indemnification. The director's
undertaking need not be secured and may be accepted without reference to
financial ability to make repayment.
Section 16-10a-906 prohibits a corporation from making any discretionary
indemnification, payment or reimbursement of expenses in advance of a
determination of a director's liability unless a determination has been made
that the director has met the applicable standard of conduct. Such
determination must be made as follows: (1) by a majority vote of a quorum of
the board of directors who are not parties to the proceeding; (2) if a quorum
cannot be obtained as contemplated by (1), above, by a majority vote of a
committee of two or more members of the board of directors who are not
parties to the proceeding and are designated by the board of directors; (3)
by special legal counsel selected by a quorum of the board of directors or
its committee composed of persons determined in the manner prescribed in (1)
or (2), above, or if a disinterested quorum of the board of directors or
committee
3
is not possible, then selected by a majority vote of the full board of
directors, or (4) by a majority of the shareholders entitled to vote by
person or proxy at a meeting.
Section 16-10a-907 entitles an officer of the corporation to both the
mandatory and discretionary indemnification and discretionary payment or
reimbursement of reasonable expenses on the same basis allowed for directors
under the Utah Corporations Law, unless prohibited by a corporation's
articles of incorporation.
The Restated Articles of Incorporation of the registrant do not have any
provisions regarding the limitation of liability of liability or
indemnification of directors, officers or employees.
Article VIII of the registrant's By-laws empowers the Company to
indemnify present and former directors, officers, employees or agents of the
Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
with a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the Company).
Such indemnification is contingent upon the person acting in good faith
and in a manner he reasonably believe to be in or not opposed to the best
interest of the Company, and for criminal proceedings, the person must have
had no reasonable cause to believe his conduct was unlawful. Indemnification
inures to the benefit of heirs and legal representatives and is extended to
persons who, at the request of the Company, serve as directors, officers,
employees or agents of other entities. No indemnification under the By-laws,
without court approval, is permitted for claims, issues or matters if the
person is adjudged to be liable for negligence or misconduct in performance
of his duty to the Company.
A majority of the Company's Board of Directors may authorize advances of
indemnification funds upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amounts unless it is ultimately determined
that the person is to be indemnified by the Company as authorized by the
By-laws.
The By-laws do not preclude indemnification as may be provided by an
agreement, the vote of the Company's shareholders or disinterested directors,
or otherwise. Indemnification under the By-laws is in addition to any
indemnification permitted by law. The Company is empowered to purchase
insurance against liability of its directors, officers, employees or agents.
Insofar as indemnification for liabilities arising under the 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 Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed in the Exhibit Index at page 8 (sequentially
numbered page __) are filed as a part of this registration statement.
4
ITEM 9. UNDERTAKINGS.
A. RULE 415 UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) 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;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
B. SUBSEQUENT EXCHANGE ACT FILINGS UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
any employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS UNDERTAKINGS.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver,
or cause to be delivered to each person to whom the Prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.
5
D. INDEMNIFICATION UNDERTAKINGS.
Reference is made to UTAH CODE Sections 16-10a-841 and 16-10a-901 et seq.
and to Article VIII of the By-Laws of the registrant (described in Item 6.
hereof), which provide for certain rights of indemnification for officers and
directors of the registrant.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, 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.
6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 Provo, State of Utah, on June 12,
1996.
(REGISTRANT) NATURE'S SUNSHINE PRODUCTS, INC.
By: \s\ Alan D. Kennedy
----------------------------
Alan D. Kennedy
Title: President and Chief Executive Officer
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 date indicated.
SIGNATURE AND TITLE DATE
------------------- ----
\s\ Alan D. Kennedy June 12, 1996
- -------------------------------------
Name: Alan D. Kennedy
Title: President, Director
(Principal Executive Officer)
\s\ Kristine F. Hughes June 12, 1996
- -------------------------------------
Name: Kristine F. Hughes
Title: Chairman of the Board and Director
\s\ Eugene L. Hughes June 12, 1996
- -------------------------------------
Name: Eugene L. Hughes
Title: Executive Vice President and Director
\s\ Merrill Gappmayer June 12, 1996
- -------------------------------------
Name: Merrill Gappmayer
Title: Director
\s\ Pauline T. Hughes June 12, 1996
- -------------------------------------
Name: Pauline T. Hughes
Title: Director
\s\ Douglas Faggioli June 12, 1996
- -------------------------------------
Name: Douglas Faggioli
Title: Chief Financial Officer
(Principal Accounting Officer)
7
LIST OF EXHIBITS
LOCATED AT
SEQUENTIALLY
ITEM NO. EXHIBIT NUMBERED PAGE
- -------- ------- -------------
4(a) Nature's Sunshine Products, Inc.
1995 Stock Option Plan __
4(b) Form of Non-Qualified Stock
Option Agreement (employees) __
5 Opinion of Brent F. Ashworth
including his consent __
15 Inapplicable --
24(a) Consent of Arthur Andersen LLP __
24(b) Consent of Brent F. Ashworth
(included in Exhibit 5 herewith) __
25 Inapplicable --
28 Inapplicable --
29 Inapplicable --
8