8-K 1 a13-18917_18k.htm 8-K










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  August 8, 2013



(Exact name of registrant specified in its charter)







(State or other jurisdiction of incorporation)


(Commission File Number)


(I.R.S. Employer Identification No.)


2500 West Executive Parkway, Suite 100, Lehi, Utah



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone, including area code:  (801) 341-7900



(Former name and former address, if changed since last report)


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 (see General Instruction A.2. below):


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Cautionary Statement Regarding Forward-Looking Statements


In addition to historical information, this release contains certain forward-looking statements, including statements regarding the payment of dividends. Nature’s Sunshine may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, Nature’s Sunshine’s beliefs, expectations, hopes, or intentions regarding future events.  Words such as “expects,” “intends,” “believes,” “anticipates,” “should,” “likely,” and similar expressions identify forward-looking statements.  All forward-looking statements included in this release are made as of the date hereof and are based on information available to the Company as of such date. Nature’s Sunshine assumes no obligation to update any forward-looking statement.  Actual results will vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others: further  reviews  of the Company’s financial statements by the Company and its Audit Committee; modification of the Company’s accounting practices; foreign business risks; industry cyclicality; fluctuations in customer demand and order pattern; changes in pricing and general economic conditions; as well as other risks detailed in the Company’s previous filings with the SEC.


Item 2.02              Results of Operations and Financial Condition.


On August 8, 2013, Nature’s Sunshine Products, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2013. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 2.03                                           Creation of  a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


Revolving Credit Agreement


As disclosed in the notes of the Company’s Form 10-Q for the quarterly period ended June 30, 2014, filed on August 9, 2013, on August 8, 2013, the Company renegotiated the Revolving Credit agreement with Wells Fargo Bank, N.A. to increase the borrowing limit to $25,000,000 and extend the maturity to August 8, 2015.  The Company will pay an annual commitment fee of 0.25 percent on the unused portion of the commitment and LIBOR plus 1.25 percent on any drawings on the agreement. 


The revolving credit agreement contains restrictions on liquidity, leveraging, minimum net income and consecutive quarterly net losses. In addition, the agreement restricts capital expenditures, lease expenditures, other indebtedness, liens on assets, guaranties, loans and advances, and the merger, consolidation and the transfer of assets except in the ordinary course of business.


Item 8.01              Other Events.


Quarterly Cash Dividend


On August 8, 2013, the Company issued a press release announcing that its Board of Directors had approved the Company’s payment of a special one-time cash dividend of $1.50 and quarterly cash dividend of $0.10 per share cash dividend, payable on August 29, 2013, to shareholders of record on August 19, 2013.


A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01              Financial Statements and Exhibits.


The following documents are filed as exhibits to this report:


Item No.





Press Release issued by Nature’s Sunshine Products, Inc., dated August 8, 2013






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.









Dated: August 19, 2013


/s/ Stephen M. Bunker



Stephen M. Bunker, Chief Financial Officer