Schedule 13D/A Amendment #1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGQTC6HCuNbTGJjnXcNtJp9K09SrWW5OO69Hq5e2962oqvx6dMP4rq6DML1qvnjo eqWh09zVeZ/X2wfC17eWdg== 0001193125-07-013091.txt : 20070125 0001193125-07-013091.hdr.sgml : 20070125 20070125164933 ACCESSION NUMBER: 0001193125-07-013091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070125 DATE AS OF CHANGE: 20070125 GROUP MEMBERS: RED MOUNTAIN CAPITAL MANAGEMENT, INC GROUP MEMBERS: RED MOUNTAIN CAPITAL PARTNERS II, L.P. GROUP MEMBERS: RED MOUNTAIN CAPITAL PARTNERS III, L.P. GROUP MEMBERS: RMCP GP LLC GROUP MEMBERS: WILLEM MESDAG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURES SUNSHINE PRODUCTS INC CENTRAL INDEX KEY: 0000275053 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870327982 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32703 FILM NUMBER: 07553540 BUSINESS ADDRESS: STREET 1: 75 E 1700 SOUTH CITY: PROVO STATE: UT ZIP: 84606 BUSINESS PHONE: 8013424300 MAIL ADDRESS: STREET 2: 75 EAST 1700 SOUTH CITY: PROVO STATE: UT ZIP: 84606 FORMER COMPANY: FORMER CONFORMED NAME: AMTEC INDUSTRIES INC DATE OF NAME CHANGE: 19821108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RED MOUNTAIN CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001374588 IRS NUMBER: 731726370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 432-0207 MAIL ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A AMENDMENT #1 Schedule 13D/A Amendment #1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NATURE’S SUNSHINE PRODUCTS, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

639027101

(CUSIP Number)

Red Mountain Capital Partners LLC

Attn: Willem Mesdag

10100 Santa Monica Boulevard, Suite 925

Los Angeles, California 90067

Telephone (310) 432-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 23, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 2 OF 12 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners LLC 73-1726370
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

956,450 shares (See Item 5)

8 SHARED VOTING POWER

None (See Item 5)

9 SOLE DISPOSITIVE POWER

956,450 shares (See Item 5)

10 SHARED DISPOSITIVE POWER

None (See Item 5)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 956,450 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% (See Item 5)
14	TYPE OF REPORTING PERSON* OO - Limited Liability Company

* See Instructions


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 3 OF 12 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners II, L.P. 20-4117535
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

711,550 shares (See Item 5)

8 SHARED VOTING POWER

None (See Item 5)

9 SOLE DISPOSITIVE POWER

711,550 shares (See Item 5)

10 SHARED DISPOSITIVE POWER

None (See Item 5)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 711,550 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% (See Item 5)
14	TYPE OF REPORTING PERSON* PN - Limited Partnership

* See Instructions


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 4 OF 12 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners III, L.P. 20-5329858
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

244,900 shares (See Item 5)

8 SHARED VOTING POWER

None (See Item 5)

9 SOLE DISPOSITIVE POWER

244,900 shares (See Item 5)

10 SHARED DISPOSITIVE POWER

None (See Item 5)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 244,900 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% (See Item 5)
14	TYPE OF REPORTING PERSON* PN - Limited Partnership

* See Instructions


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 5 OF 12 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RMCP GP LLC 20-4442412
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

956,450 shares (See Item 5)

8 SHARED VOTING POWER

None (See Item 5)

9 SOLE DISPOSITIVE POWER

956,450 shares (See Item 5)

10 SHARED DISPOSITIVE POWER

None (See Item 5)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 956,450 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% (See Item 5)
14	TYPE OF REPORTING PERSON* OO - Limited Liability Company

* See Instructions


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 6 OF 12 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Management, Inc. 13-4057186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

956,450 shares (See Item 5)

8 SHARED VOTING POWER

None (See Item 5)

9 SOLE DISPOSITIVE POWER

956,450 shares (See Item 5)

10 SHARED DISPOSITIVE POWER

None (See Item 5)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 956,450 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% (See Item 5)
14	TYPE OF REPORTING PERSON* CO - Corporation

* See Instructions


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 7 OF 12 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Willem Mesdag
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

956,450 shares (See Item 5)

8 SHARED VOTING POWER

None (See Item 5)

9 SOLE DISPOSITIVE POWER

956,450 shares (See Item 5)

10 SHARED DISPOSITIVE POWER

None (See Item 5)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 956,450 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% (See Item 5)
14	TYPE OF REPORTING PERSON* IN - Individual

* See Instructions


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 8 OF 12 PAGES

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2006 (this “Schedule 13D”) by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (“RMCP II”), (iii) Red Mountain Capital Partners III, L.P., a Delaware limited partnership (“RMCP III”), (iv) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (v) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (vi) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, no par value (the “Common Stock”), of Nature’s Sunshine Products, Inc., a Utah corporation (“Nature’s Sunshine”). RMCP LLC, RMCP II, RMCP III and RMCP GP are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.”

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of this Schedule 13D is hereby amended to include the following information:

On November 28, 2006, RMCP III purchased 22,000 shares of Common Stock on the open market at a price of $11.22 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On December 21, 2006, RMCP III purchased 1,000 shares of Common Stock on the open market at a price of $11.40 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On December 22, 2006, RMCP III purchased 6,000 shares of Common Stock on the open market at a price of $11.40 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On December 26, 2006, RMCP III purchased 4,600 shares of Common Stock on the open market at a price of $11.3817 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On December 27, 2006, RMCP III purchased 1,700 shares of Common Stock on the open market at a price of $11.478 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On December 28, 2006, RMCP III purchased 5,000 shares of Common Stock on the open market at a price of $11.52 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On December 29, 2006, RMCP III purchased 7,500 shares of Common Stock on the open market at a price of $11.52 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On January 12, 2007, RMCP III purchased 30,000 shares of Common Stock on the open market at a price of $11.75 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On January 18, 2007, RMCP III purchased 27,500 shares of Common Stock on the open market at a price of $11.5909 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

On January 22, 2007, RMCP III purchased 1,000 shares of Common Stock on the open market at a price of $11.49 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 9 OF 12 PAGES

On January 23, 2007, RMCP III purchased 75,000 shares of Common Stock on the open market at a price of $11.4973 per share. The source of the funds used by RMCP III to purchase such shares was working capital of RMCP III.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

(a)-(b)

RMCP II beneficially owns, in the aggregate, 711,550 shares of Common Stock, which represent approximately 4.7% of the outstanding Common Stock.⁽¹⁾ RMCP II has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 711,550 shares of Common Stock.

RMCP III beneficially owns, in the aggregate, 244,900 shares of Common Stock, which represent approximately 1.6% of the outstanding Common Stock. RMCP III has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 244,900 shares of Common Stock.

The shares of Common Stock beneficially owned by RMCP II and RMCP III, when aggregated together, total 956,450 shares, which represent approximately 6.3% of the outstanding Common Stock.

Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMCP II and RMCP III, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP II and RMCP III.

Other than shares of Common Stock beneficially owned by RMCP II or RMCP III, none of the Reporting Persons or Mr. Teets may be deemed to beneficially own any shares of Common Stock.

Each of RMCP LLC, RMCP II, RMCP III and RMCP GP affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, Mr. Teets disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.

(c)

The information set forth above in Item 3 is hereby incorporated by reference in response to this Item 5(c).

⁽¹⁾

All calculations of percentage ownership in this Schedule 13D are based on 15,276,029 shares of Common Stock outstanding as of November 18, 2005, as reported in the Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2005, which was filed by Nature’s Sunshine with the Securities and Exchange Commission on November 22, 2005.


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 10 OF 12 PAGES

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 25, 2007


RED MOUNTAIN CAPITAL PARTNERS LLC

/s/ Willem Mesdag
By:		Willem Mesdag
Title:		Authorized Signatory

RED MOUNTAIN CAPITAL PARTNERS II, L.P.

By:		RMCP GP LLC, its general partner

		/s/ Willem Mesdag
		By: Willem Mesdag
		Title: Authorized Signatory

RED MOUNTAIN CAPITAL PARTNERS III, L.P.

By:		RMCP GP LLC, its general partner

		/s/ Willem Mesdag
		By: Willem Mesdag
		Title: Authorized Signatory

RMCP GP LLC

/s/ Willem Mesdag
By:		Willem Mesdag
Title:		Authorized Signatory


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 11 OF 12 PAGES



RED MOUNTAIN CAPITAL MANAGEMENT, INC.

/s/ Willem Mesdag
By:		Willem Mesdag
Title:		President

WILLEM MESDAG

/s/ Willem Mesdag


CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 12 OF 12 PAGES

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

1		Joint Filing Agreement dated as of November 20, 2006, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on November 20, 2006).

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