SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
USANA, INC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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3838 West Parkway Boulevard
Salt Lake City, Utah 84120-6336
(801) 954-7100
NOTICE OF WRITTEN CONSENT
DUE BY JUNE 30, 2000
To the Shareholders:
Attached hereto is a Proxy Statement which solicits the written consent of
the shareholders of USANA, Inc., a Utah corporation (the "Company"), to
authorize and approve the change of the name of the Company to "USANA Health
Sciences, Inc." as described in the attached Proxy Statement.
Attached to the Proxy Statement as Appendix A is the Shareholder Consent
Resolution (the "Consent Resolution"), which provides for authorization and
approval of the name change. The procedure for indicating authorization and
approval of the name change is described in detail in the attached Proxy
Statement.
Pursuant to Section 16-10a-704 of the Utah Revised Business Corporations
Act, once the Company receives the written consents from holders of a majority
of the Company's issued and outstanding stock as of May 12, 2000 (the "Record
Date"), the Company will deliver such written consents to its registered office
in Utah, and the name change shall be deemed to have been approved by the
Company's shareholders. No meeting will be held to vote on this corporate
action.
You are requested to fill out, date, sign and return the enclosed
Shareholder Consent Resolution Signature Card ("Signature Card"), which is
solicited by the Board of Directors of the Company as described in the
accompanying Proxy Statement.
Your consent is important. Please sign and date the enclosed Signature Card
and return it promptly in the enclosed return envelope. The return envelope
requires no postage if mailed in the United States. If mailed elsewhere,
foreign postage must be affixed. Your consent as evidenced by your signing and
returning the Signature Card is irrevocable once the Company receives it.
By Order of the Board of Directors,
s/ Myron W. Wentz
Myron W. Wentz, Ph.D., Chairman
Salt Lake City, Utah
June 1, 2000
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3838 West Parkway Boulevard
Salt Lake City, Utah 84120-6336
(801) 954-7100
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PROXY STATEMENT
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SHARHOLDER ACTION BY WRITTEN CONSENT
This Proxy Statement has been prepared by the Board of Directors of USANA,
Inc., a Utah corporation ("USANA" or the "Company") and is furnished in
connection with the solicitation by the Board of Directors of the written
consent of the shareholders of the Company to authorize and approve the
amendment of the Articles of Incorporation of the Company to change the name of
the Company to "USANA Health Sciences, Inc."
The Company intends to distribute this Proxy Statement and the accompanying
materials to its shareholders on or about June 1, 2000. The reasons for the
change of name are described in the Proxy Statement. Attached to this Proxy
Statement as Appendix A is the Shareholder Consent Resolution ("Consent
Resolution"), which provides for the authorization and approval of the name
change and the requisite amendment to the Company's Articles of Incorporation
to effect the name change. The procedure for indicating your approval of the
name change is described in this Proxy Statement.
General Information
Voting Rights
The matter being submitted for shareholder approval is to be acted upon by
written consent, without a meeting, rather than by a vote held at a meeting.
The holders of the Company's issued and outstanding common stock are entitled
to consent in writing to the name change. The execution of the Signature Card
by the holders of a majority of the issued and outstanding shares of the
Company's common stock is required to authorize the amendment to the Articles
of Incorporation and the name change to be effected by that amendment. No
dissenters' rights or rights of appraisal are applicable or available in
connection with this action.
Only record holders of shares of the Company's common stock at the close of
business May 12, 2000 (the "Record Date") are entitled to execute the Consent
Resolution. At the close of business on the Record Date there were 9,723,737
shares of common stock issued and outstanding held by approximately 5,900
shareholders of record. As described in this Proxy Statement, a holder of
common stock on the Record Date will be entitled to provide one consent for
each share of common stock then registered in such holder's name. The holders
of the common stock as of the Record Date are referred to in this Proxy
Statement as the "Shareholders."
Solicitation of Written Consents
Under Utah law and under the Company's bylaws, any action that may be taken
at any meeting of the Shareholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or to
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. The matter being considered by the Shareholders is being
submitted for action by written consent rather than by votes cast at a meeting.
The attached Consent Resolution will be effective on the date that the Company
receives signed Signature Cards representing the consent of the holders of a
majority of the Company's issued and outstanding common stock as of the Record
Date.
1
Shareholders are requested to indicate approval of and consent to the
adoption of the amendment to the Articles of Incorporation changing the name of
the Company to "USANA Health Sciences, Inc." by filling out, signing and dating
the enclosed Signature Card. Execution of the Signature Card will constitute
your approval, as a Shareholder, of the change of name. Shareholders who do not
approve and consent to the change of name by execution of the Signature Card
will be bound by the Consent Resolution if sufficient written consents are
received by the Company on or before June 30, 2000, the date selected by the
Company to effect the change (the "Effective Date").
The Board of Directors requests that each Shareholder complete, execute,
date and return the Signature Card to the Company at the address indicated
therein. An addressed envelope is enclosed for your convenience. The Consent
Resolution Card should be returned as soon as possible for receipt by the
Company no later than June 30, 2000.
The Company will pay the entire cost of the preparation and mailing of this
Proxy Statement and all other costs of this solicitation. Certain of the
Company's directors, officers, or employees may also solicit written consents
by mail, telephone, telegraph, or personal interview but no additional
compensation will be paid to them by the Company for doing so.
Written Consents Irrevocable
Any Signature Card executed and delivered by a Shareholder shall be deemed
by the Company to constitute that Shareholder's approval of and written consent
to the adoption of the Consent Resolution. Once the Company (or its agent)
receives the executed Signature Card, that consent may not be revoked unless
written notice of revocation is received by the Company before the close of
business on June 30, 2000.
This Proxy Statement and the enclosed Consent Resolution are being furnished to
shareholders on or about June 1, 2000.
2
Adoption of the Amendment to the Certificate of Incorporation
The Board of Directors of the Company has unanimously adopted, subject to
shareholder approval, an amendment to the Company's Articles of Incorporation,
which will change the name of the Company to USANA Health Sciences, Inc. The
form of the amendment to be included in the Amended and Restated Articles of
Incorporation of the Company is included in the Consent Resolution attached as
Appendix "A" to this Proxy Statement. The Shareholders are asked to approve
this amendment to the Articles of Incorporation. The Board of Directors
believes that it is in the Company's best interest to change its corporate name
to one that more appropriately reflects the current and intended scientific
nature, global expansion and operations of the Company.
Under Utah law, the change of a corporate name requires an amendment to the
Articles of Incorporation of the corporation. Except for certain special
circumstances that are not applicable to the action proposed by the Board of
Directors of the Company, an amendment to a corporation's Articles of
Incorporation under Utah law requires the approval of a majority of the issued
and outstanding voting shares of the corporation. Generally such action is
taken by a vote conducted at an annual or special meeting of the shareholders
of the corporation. Section 16-10a-706 of the Utah Revised Business
Corporations Act (the "Utah Law") provides that "any action which may be taken
at any annual or special meeting of shareholders may be taken without a meeting
and without prior notice, if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote thereon
were present and voted." In addition, the Utah Law provides that any action
taken in this manner has the same effect as action taken at a meeting of
shareholders.
The consent of a majority of the outstanding shares of the Company's common
stock is required to approve the proposed amendment to the Articles of
Incorporation.
THE BOARD OF DIRECTORS HAS APPROVED THE PROPOSAL TO AMEND THE COMPANY'S
ARTICLES OF INCORPORATION AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION AND THE
CHANGE OF NAME OF THE COMPANY.
The enclosed Shareholder Consent Resolution is furnished for you to indicate
your consent with respect to the change of name described in this Proxy
Statement. If you wish to consent in accordance with the Board's
recommendation, please fill out, sign, date and return the Signature Card in
the enclosed envelope, which requires no postage if mailed in the United
States. A prompt return of the Signature Card will be appreciated.
By Order of the Board of Directors
Myron W. Wentz, Ph.D.
Chairman and Chief Executive Officer
3
APPENDIX A
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CONSENT RESOLUTION
OF THE SHAREHOLDERS
OF
USANA, INC.
A Utah Corporation
(Change of Name)
Pursuant to Section 16-10a-704 of the Utah Revised Business Corporations
Act, the undersigned, being the holders of shares of the issued and
outstanding common stock of USANA, Inc. (the "Company"), a Utah corporation,
hereby consent to and approve the following corporate action as if it had been
taken at a meeting of the shareholders of the Company:
RESOLVED, that the Articles of Incorporation of the Company be amended and
the name of the Corporation changed as follows:
Article I of the Company's Articles of Incorporation is hereby amended in
its entirety to read as follows:
"The name of the Corporation is "USANA Health Sciences, Inc."
FURTHER RESOLVED, that the officers of the Corporation are authorized to
take all additional actions, and to execute, deliver and cause to be filed,
such instruments and documents as may be required by the Utah Revised Business
Corporations Act to effect this change of name and that such filing may be in
the form of Amended and Restated Articles of Incorporation incorporating all
changes to the Articles of Incorporation since the Company's inception,
including the change of name amendment described herein.
Once signed by the holders of at least a majority of the outstanding shares
of common stock of the Company, these resolutions shall be delivered to the
Company at its principal office in Salt Lake City, Utah. These resolutions are
to be included in the Company's corporate records and, as of the Effective
Date of June 30, 2000, shall have the same force and effect as an action taken
at a meeting of the shareholders of the Company.
4
CONSENT RESOLUTION OF THE SHAREHOLDERS
OF
USANA, INC.
SIGNATURE CARD
You are requested to fill out, date, sign and return this Shareholder Consent
Resolution Signature Card, which is solicited by the Board of Directors of the
Company as described in the accompanying Proxy Statement. Your consent is
important. Please sign and date this Signature Card and return it promptly in
the enclosed return envelope. The return envelope requires no postage if mailed
in the United States. If mailed elsewhere, foreign postage must be affixed. Your
consent as evidenced by your signature and return of this card is revocable only
if written notice of revocation is received by the Company prior to close of
business on June 30, 2000, as explained in the Proxy Statement.
1. To approve an amendment to the Company's Articles of Incorporation to
change the name to USANA Health Sciences, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS WRITTEN CONSENT WHEN PROPERLY EXECUTED WILL BE DEEMED REVOCABLE ONLY IF
WRITTEN NOTICE IS RECEIVED BY THE COMPANY BY JUNE 30, 2000. IF NO DIRECTION IS
MADE, THIS WRITTEN CONSENT WILL BE CONSIDERED GRANTED IN FAVOR OF PROPOSAL NO. 1
AND THE CHANGE OF CORPORATE NAME.
DATE:
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Signature
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Signature of co-tenant holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED, WHEN CO-TENANTS HOLD SHARES, BOTH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND
RETURN THIS WRITTEN CONSENT CARD PROMPTLY USING THE ENCLOSED ENVELOPE.