UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 10, 2007
USANA HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-21116
Utah 87-0500306
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation)
3838 West Parkway Boulevard
Salt Lake City, Utah 84120
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (801) 954-7100
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On August 10, 2007, the Company received a Nasdaq Staff Determination letter
indicating that the Company fails to comply with Marketplace Rule 4310(c)(14)
for continued listing on The Nasdaq Stock Market. Rule 4310(c)(10) requires that
a listed company file with Nasdaq all reports and other documents filed or
required to be filed with the Securities and Exchange Commission. On August 9,
2007, the Company filed its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007. However, the Form 10-Q filed by the Company is considered to be
incomplete, because the interim financial information in the report had not been
reviewed by an independent auditor. The recent resignation of the Company's
auditor prevented the Company from engaging a new auditor in time to complete
the review in accordance with Statement of Auditing Standards No. 100, as
required by Rule 10-01(d) of Regulation S-X. The Company's filing also omitted
certifications under the Sarbanes-Oxley Act of 2002 because the auditor's review
had not been completed. As a result of this noncompliance, the Company's
securities are subject to delisting from The Nasdaq Stock Market.
The Company has requested a hearing before a Nasdaq Listing Qualifications Panel
to review the staff determination and to request an extension of time, if
necessary, for the Company to obtain an auditor's review and cure the
deficiency. The Company's request for a hearing will stay the delisting of the
Company's securities pending the hearing and a final determination by the Panel.
The Company's Audit Committee is in discussions with independent public
accounting firms and intends to engage a new auditor as soon as possible. The
Company will then file an amended Form 10-Q for the period ended June 30, 2007
that includes financial statements that have been reviewed under SAS 100, and
the required officer certifications.
As required by Marketplace Rule 4804(b), the Company issued a press release in
connection with the foregoing matter on August 14, 2007, a copy of which is
attached hereto as Exhibit 99.1. A copy of the Nasdaq Staff Deficiency Letter is
attached hereto as Exhibit 99.2.
EXPLANATORY NOTE
The information in Item 7.01 and Exhibit 99.1 is being furnished pursuant to
Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Exchange Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure
On August 14, 2007, the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.1
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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.
USANA HEALTH SCIENCES, INC.
By: /s/ Gilbert A. Fuller, Chief Financial Officer
Date: August 14, 2007
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