UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 earliest event reported): October 17, 2008
Natural Health Trends Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-26272
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59-2705336 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2050 Diplomat Drive, Dallas, Texas
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75234 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(972) 241-4080
(Registrant’s Telephone Number, Including Area Code)
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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
On October 17, 2008, the Company’s Board of Directors elected George Broady to fill a vacancy
on the Board of Directors. In addition to his election to the Board of Directors, Mr. Broady was
appointed a member of the Audit Committee and the Compensation Committee. In connection with the
appointment of Mr. Broady, the Company’s Board of Directors determined that Mr. Broady qualifies as
an independent director under Nasdaq Marketplace Rule 4200.
Mr. Broady, age 70, has been active in business for more than 40 years. He is currently the
principal owner and Chairman of several privately held companies in the fields of
telecommunications, enterprise software applications for time & attendance and security access
control. Previously, he founded Network Security Corporation, Interactive Technologies Inc. and
Ultrak Inc., and brought each of them public on The NASDAQ Stock Market. He was Chairman of all
three organizations and CEO of both Network Security and Ultrak. All three companies were involved
in electronic security, including CCTV and access control. Earlier in his career, Mr. Broady was an
investment analyst with both a private investment firm, Campbell Henderson & Co., and with the
First National Bank in Dallas. Mr. Broady served twice in the U.S Army and holds a Bachelor of
Science degree from Iowa State University.
Mr. Broady will be compensated for his service as a director on the same basis that the
Company compensates its other non-employee directors.
Item 8.01 Other Events
On October 21, 2008, The Nasdaq Stock Market Staff notified the Company that, based on the
appointment of George Broady to the Company’s Board of Directors, compensation committee and audit
committee, it has determined that the Company has regained compliance with the independent
director, compensation committee and audit committee requirements for continued listing on The
Nasdaq Stock Market set forth in Marketplace Rules 4350(c) and 4350(d)(2).
On October 22, 2008, The Nasdaq Stock Market advised the Company of an extension of time to
regain compliance with the minimum bid price requirement for continued listing under Marketplace
Rule 4310(c)(4). As a result, the Company will have until June 5, 2009 (rather than March 2, 2009)
to regain compliance by achieving a $1.00 per share closing bid price for a minimum of 10
consecutive trading days. The extension is the result of a rule change that The Nasdaq Stock
Market filed with the Securities and Exchange Commission on October 16, 2008, to suspend
enforcement of the minimum bid price and market value requirements through Friday, January 16,
2009.