SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

 

Amendment No. 1

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

 

NATURE’S SUNSHINE PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

 

 

75 East 1700 South
Provo, Utah  84606

(Address of principal executive offices and zip code)

 

(801) 342-4300

(Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, without par value

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or

15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not

contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)

Yes ý No o

 

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2003 was approximately $81,960,114 based on the closing price of $7.98 as reported on the NASDAQ Market on such date and using the definition of beneficial ownership contained in Rule 16a-1(a)(2) promulgated to the Securities Exchange Act of 1934.

 

The number of shares of Common Stock, no par value, outstanding on March 11, 2004 was 14,726,854 shares.

 

Documents Incorporated by Reference:

Proxy Statement for the May 28, 2004 Annual Meeting of Shareholders (Part III of this Report).

 

 

EXPLANATORY NOTE

 

Nature’s Sunshine Products, Inc. and subsidiaries (collectively, the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A for the purpose of including the consent of Lara Marambio & Asociados, independent auditors in 2001 of Nature’s Sunshine Products N.S.P. de Venezuela, C.A., a wholly owned subsidiary, which subsidiary represented 4 percent of total consolidated assets and 6 percent of total consolidated net sales in 2001.

 

For the year ended December 31, 2001, Arthur Andersen LLP, the Company’s former independent auditors, issued their audit report which stated that they did not audit the financial statements of Nature’s Sunshine Products N.S.P. de Venezuela, C.A. as of December 31, 2001 and for the year then ended. The financial statements of Nature’s Sunshine Products N.S.P. de Venezuela, C.A. were audited by Lara Marambio & Asociados and their audit report was included as an exhibit to the 2003 Form 10-K.  However, due to an administrative oversight by the Company, the consent that was included as an exhibit had not yet been received from Lara Marambio & Asociados when the Company filed its Form 10-K with the Securities and Exchange Commission on March 15, 2004.  Since the filing of the Form 10-K, the Company has obtained a consent dated March 22, 2004 from Lara Marambio & Asociados, which is included as an exhibit to this report on Form 10-K/A.

 

By means of this Amendment No. 1 to its Annual Report on Form 10-K, the Company has amended each exhibit of its Annual Report on Form 10-K for the year ended December 31, 2003 that has been affected.

 

The items of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 which are amended herein are:

 

•      Item 15 (a)(3) List of Exhibits

•      Exhibit 23.3 - Report of Independent Public Accountants (Lara Marambio & Asociados)

•      Exhibit 23.4 - Consent of Independent Public Accountants (Lara Marambio & Asociados)

 

The remaining items and disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on March 15, 2004, have not been amended.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2003, to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Nature’s Sunshine Products, Inc.

(Registrant)

 

Date:  March 23, 2004	By:	/s/  Douglas Faggioli
		Douglas Faggioli, President, C.E.O. and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature				Title		Date
/s/	Douglas Faggioli			President, Chief Executive Officer and Director		March 23, 2004
	Douglas Faggioli
/s/	Craig D. Huff			Vice President of Finance, Treasurer,		March 23, 2004
	Craig D. Huff			Chief Financial Officer, Chief Accounting Officer
/s/	Kristine F. Hughes			Chairman of the Board and Director		March 23, 2004
	Kristine F. Hughes
/s/	Eugene L. Hughes			Director		March 23, 2004
	Eugene L. Hughes
/s/	Pauline T. Hughes			Director		March 23, 2004
	Pauline T. Hughes
/s/	Richard Hinckley			Director		March 23, 2004
	Richard Hinckley

 

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LIST OF EXHIBITS

 

Item No.		Exhibit
3.1(1)-		Restated Articles of Incorporation
3.2(2)-		By-laws, as amended
10.2(3)-		Form of Employment Agreement between the Registrant and its executive officers together with a schedule identifying the agreements omitted and setting forth the material differences between the filed agreement and the omitted agreements.
10.3(4)-		1995 Stock Option Plan
10.4(4)-		Form of Stock Option Agreement (1995 Stock Option Plan)
10.5(5)-		1998 Employee Incentive Compensation Plan
10.6(6)-		Supplemental Elective Deferral Plan
10.7(6)-		Executive Loan Program
31.1 -		Certification of Chief Executive Officer
31.2 -		Certification of Chief Financial Officer
21    -		List of Subsidiaries of Registrant
23.1 -		Consent of Independent Auditors (KPMG LLP)
23.2 -		Consent of Independent Public Accountants (Arthur Andersen LLP)
23.3 -		Report of Independent Public Accountants (Lara Marambio & Asociados)
23.4 -		Consent of Independent Public Accountants (Lara Marambio & Asociados)
23.5 -		Report of Independent Public Accountants (Daesung Accounting Corporation)
23.6 -		Consent of Independent Public Accountants (Daesung Accounting Corporation)
32.1 -		Certification pursuant to 18 U.S.C. § 1350
32.2 -		Certification pursuant to 18 U.S.C. § 1350

 

(1)                                  Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1988 and is incorporated herein by reference.

 

(2)                                  Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1985 and is incorporated herein by reference.

 

(3)                                  Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1994 and is incorporated herein by reference.

 

(4)                                  Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1995 and is incorporated herein by reference.

 

(5)                                  Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1997 and is incorporated herein by reference.

 

(6)                                  Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1998 and is incorporated herein by reference.

 

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