UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 8, 2001
Commission File No. 000-24657
MANNATECH, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Texas 75-2508900
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
600 S. Royal Lane, Suite 200
Coppell, Texas
75019
(Address of Principal Executive Offices, including Zip Code)
Registrant's Telephone Number, including Area Code: (972) 471-7400
Item 5. Other Events
On August 8, 2001, the board of directors of Mannatech,
Incorporated (the "Board") approved the Fourth Amended and Restated
Bylaws of Mannatech, Incorporated. The Board's intent with the
changes in the Bylaws was to further clarify certain procedures
relating to shareholder voting and shareholders' meetings. The
primary changes are as follows:
(a) the validity of any proxy shall be determined according to
criteria established by the Board or its designee;
(b) the directors shall be elected if the director receives the vote
of the holders of a plurality of the shares entitled to vote in
the election of directors and represented in person or by proxy
at the shareholders' meeting;
(c) Mannatech will be required to publish in advance of any
shareholders' meeting the rules and procedures that will govern
the conduct of the meeting;
(d) the Board is required to maintain at least the minimum number of
independent directors required by the rules of the Securities
and Exchange Commission and any applicable securities exchange
on which the stock of Mannatech is listed; and
(e) to clarify the procedures by which shareholders may nominate
candidates for membership on the Board of Directors stating that
any shareholder may deliver to Mannatech written notice of a
proposed director candidate no later than December 31/st/ of the
prior year. The nominating committee or the Board shall
establish criteria for consideration of any such additional
candidates and only those candidates who are selected by the
nominating committee as a nominee to the Board will be disclosed
in Mannatech's proxy statement or listed on the ballot for
election of directors distributed at the annual shareholders
meeting.
Forward-Looking Statements
Some of our statements contained in this report may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are subject to certain
events, risk and uncertainties that may be outside our control. These
forward-looking statements include statements of future events and
projections. In some cases, forward-looking statements may be identified
by terminology such as "may," "could," "would," "feels," "believes,"
"continue" or the negative of such terms and other comparable
terminology. Opinions, guidance or other statements other than
statements of historical fact are considered forward-looking statements
and reflect Mannatech's current views about future events and financial
performance. Although Mannatech believes that the expectations and
beliefs reflected in the forward-looking statements are reasonable, it
cannot guarantee future events or beliefs.
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Actual results, plans and developments could materially differ from
those expressed in or implied by such statements due to a number of
factors. Readers are cautioned when considering these forward-looking
statements to keep in mind the various risk factors and any other
cautionary statements made, as these forward-looking statements speak
only as of the date they were made. Mannatech also cautions its readers
that it believes it has no obligation to update or revise these
forward-looking statements to reflect new events or circumstances.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
3.1 Fourth Amended and Restated Bylaws of Mannatech,
Incorporated dated August 8, 2001.*
____________
*Filed herein.
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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.
MANNATECH, INCORPORATED
/s/ Robert M. Henry
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Date: August 22, 2001 Name: Robert M. Henry
Title: Chief Executive Officer
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