Current Report Filing (8-k)
08 2월 2017 - 6:17AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
t
he
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
February
7, 2017
USANA HEALTH
SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
or other jurisdiction of incorporation)
001-35024
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87-0500306
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(Commission File No.)
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(IRS Employer Identification
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Number)
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3838 West Parkway Boulevard
Salt Lake City, Utah 84120
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(Address
of principal executive offices,
Zip
Code)
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Registrant’s
telephone number, including area code:
(801)
954-7100
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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 2.02
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Results of Operations and Financial Condition.
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On February 7, 2017, USANA Health Sciences, Inc., or the Company, issued
a press release announcing its financial results for the fourth quarter
and fiscal year ended December 31, 2016. The release also announced
that the Company will post a document titled “Management Commentary,
Results and Outlook” on the Company’s website and that executives of the
company would hold a conference call with investors, to be broadcast
over the World Wide Web and by telephone and provided access
information, date and time for the conference call. The Company noted
that the call will consist of brief remarks by the Company’s management
team, before moving directly into questions and answers. A copy of the
press release, and the Management Commentary, Results and Outlook, are
furnished herewith as Exhibits to this Current Report on Form 8-K and
are incorporated herein by reference. These documents will be posted on
the Company’s corporate website, www.usanahealthsciences.com.
The information in this Current Report is being furnished and shall not
be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report
shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended.
The furnishing of the information in this Current Report is not intended
to, and does not, constitute a representation that such furnishing is
required by Regulation FD or that the information this Current Report
contains is material investor information that is not otherwise publicly
available.
Item 7.01
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Regulation FD Disclosure
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On February 7, 2017, the Company issued a press release, which disclosed
that it is voluntarily conducting an internal investigation of its China
operations, BabyCare Ltd. The investigation focuses on compliance with
the Foreign Corrupt Practices Act (“FCPA”) and certain conduct and
policies at BabyCare, including BabyCare’s expense reimbursement
policies. The Audit Committee of the Board of Directors has assumed
direct responsibility for reviewing these matters and has hired
experienced counsel to conduct the investigation. While the Company
does not believe that the subject amounts are material or will affect
its financial statements, it cannot currently predict the outcome of the
investigation on its business, results of operations or financial
condition. The Company has voluntarily contacted the Securities and
Exchange Commission and the United States Department of Justice to
advise both agencies that an internal investigation is underway and
intends to provide additional information to both agencies as the
investigation progresses. Because the internal investigation is in its
early stage, the Company cannot predict the duration, scope, or result
of the investigation.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit 99.1
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Press release issued by USANA Health Sciences, Inc. dated February
7, 2017 (furnished herewith).
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Exhibit 99.2
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Management Commentary, Results and Outlook provided by USANA Health
Sciences, Inc. dated February 7, 2017 (furnished herewith).
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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.
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USANA HEALTH SCIENCES, INC.
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By:
/s/ Paul A. Jones
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Paul A. Jones, Chief Financial Officer
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Date:
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February 7, 2017
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USANA Health Sciences (NYSE:USNA)
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USANA Health Sciences (NYSE:USNA)
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