UNITED STATES
SECURITES 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): June 5, 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 June 4, 2001, Mr. Charles E. Fioretti resigned as the Chairman of the
Board and as an employee of Mannatech. Mr. Fioretti will however, continue to
serve as a director on Mannatech's Board of Directors. On June 4, 2001, the
Board of Directors accepted Mr. Fioretti's resignation and as a result,
Mannatech entered into a Separation Agreement and Full and Final Release (the
"Separation Agreement") with Mr. Fioretti. Under the terms of the Separation
Agreement, Mannatech agreed to pay Mr. Fioretti $600,000 on June 11, 2001 and
June 4, 2002, respectively. In addition, on June 4, 2001, Mr. Fioretti will sell
50,000 shares of his common stock to Mannatech at a price of $1.45 per share,
which was the closing price on June 4, 2001. The Lock-up Agreement dated August
8, 2000 with Mr. Fioretti will continue; however, the terms of the Renewal and
Extension Promissory Note with Mr. Fioretti dated February 17, 1999 will be
modified to continue to accrue interest at 6.0%, with the remaining principal of
$127,121.47 plus accrued interest due the earlier of (i) February 17, 2011 or
(ii) thirteen days after the date in which Mr. Fioretti no longer owns at least
100,000 shares of Mannatech's common stock.
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. Although we believe that the expectations and beliefs
reflected in the forward-looking statements are reasonable, we cannot guarantee
future events or beliefs. Actual results, plans and developments could
materially differ from those expressed in or implied by such statements due to a
number of factors. Investors should be cautious 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.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Separation Agreement and Full and Final Release dated
June 4, 2001 by Mannatech, Incorporated and
Mr. Charles E. Fioretti.
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: June 11, 2001 Name: Robert M. Henry
Title: Chief Executive Officer
Exhibit Index
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99.1 Separation Agreement and Full and Final Release dated June 4, 2001 by
Mannatech, Incorporated and Mr. Charles E. Fioretti.