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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 earlier event reported): September 3, 1998
NATURAL HEALTH TRENDS CORP.
(Exact Name of Registrant as Specified in Charter)
Florida 0-25238 59-2705336
(State of Incorporation (Commission File No.) (IRS Identification Number)
or other Jurisdiction)
2001 West Sample Road
Pompano Beach, Florida 33064
(Address of Principal Executive Offices)
(954) 969-9771
(Registrant's Telephone Number Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to a letter (the "Letter") dated September 1, 1998 by and
between Natural Health Trends Corp., a Florida corporation ("NHTC") and Kaire
International, Inc., a Delaware corporation ("Kaire"), NHTC has agreed to
acquire (the "Acquisition") all of the assets of Kaire (the "Kaire Assets"). It
is contemplated in the Letter that NHTC will pay to Kaire $6,610,000 (the
"Purchase Price"), payable as follows: (i) an aggregate of $1,500,000 of cash
and assumption of liabilities; (ii) an aggregate of $4,110,000 of preferred
stock (the "Acquisition Preferred Stock"); and (iii) a $1,000,000 principal
amount 6% promissory note (the "Note"). The Letter also contemplates that
following the closing of the Acquisition, the NHTC Board of Directors will
consists of six (6) directors, five of which will be NHTC nominated directors
and the remaining director will be a Kaire nominated director, and that current
management of NHTC will remain the same.
The closing of the Acquisition is subject to, among other conditions: (i)
the Kaire Assets being in satisfactory condition to management of NHTC; (ii) the
audited and unaudited financial statements of Kaire being in form and substance
satisfactory to NHTC; (iii) all required consents of the parties being obtained
to the satisfaction of legal counsel to the parties; and (iv) compliance with
all applicable laws, rules and regulations.
Kaire develops and distributes, through a network of independent
associates, a variety of natural products, including nutritional supplements and
personal care products. Kaire offers a line of approximately 50 products which
it divides into a number of categories, including Antioxidants, Immune Support,
Aloe Vera Products, Enzymes and Digestion, Clustered Water, Herbal Energy
Tonic, Adaptogens, Vital Nutrients, Anti-Aging, Personal Care and Topical
Therapy. Based upon its audited financial statements for the year ended
December 31, 1997, Kaire had net sales and a net loss of approximately
$35,600,000 and approximately $6,100,000, respectively, and based upon its
unaudited financial statements, for the three months ended March 31, 1998,
Kaire had net sales and a net loss of approximately $7,717,000 and
approximately $326,000, respectively.
No assurances can be given that the Acquisition will be consummated or, if
consummated, the final terms thereof including, but not limited to, with respect
to the Acquisition Preferred Stock and the Note.
ITEM 5. OTHER EVENTS.
On September 2, 1998, NHTC had its oral hearing with NASDAQ relating
to whether or not NASDAQ will continue to list the securities of NHTC on the
NASDAQ SmallCap Market system. No assurances can be given as to the results of
such hearing.
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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.
NATURAL HEALTH TRENDS CORP. (REGISTRANT)
By: /s/ Joe Grace
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Joe Grace, Acting President
Dated: As of September 3, 1998