SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
NATURE'S SUNSHINE PRODUCTS, INC.
(Name of Subject Company (issuer))
NATURE'S SUNSHINE PRODUCTS, INC., as Offeror
(Names of Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
639027101
(CUSIP Number of Class of Securities)
Craig D. Huff
Vice President of Finance, Treasurer,
Chief Financial Officer and Chief Accounting Officer
75 East 1700 South
Provo, Utah 84606
(801) 342-4300
(Name, address and telephone number of persons authorized to receive notices
and communications on behalf of filing persons)
Copies to:
Justin P. Klein
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
CALCULATION OF FILING FEE
Transaction Valuation(1) |
Amount of Filing Fee(2) |
|
---|---|---|
$16,500,000 | $2,091 |
Amount
Previously Paid: $2,091
Form or Registration No.: Schedule TO
Filing Party: Nature's Sunshine Products, Inc.
Date Filed: October 27, 2004
Check the appropriate boxes to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Nature's Sunshine Products, Inc. (the "Company") on October 27, 2004, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 28, 2004 and Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 12, 2004, pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer to purchase up to 1,000,000 shares of its outstanding common stock, no par value per share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 27, 2004 (the "Offer to Purchase") and in the related Letter of Transmittal, which are Exhibit (a)(1) and Exhibit (a)(2) to this Schedule TO, respectively.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 3 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11 of the Schedule TO is herby amended and supplemented by adding the following:
On November 30, 2004, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 Midnight, New York City Time, on Wednesday, November 24, 2004. A copy of the press release is filed as Exhibit (a)(11) to this Schedule TO and is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following:
(a)(11) Press Release issued November 30, 2004.
2
After due 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.
NATURE'S SUNSHINE PRODUCTS, INC. |
||||
By: |
/s/ CRAIG HUFF |
|||
Name: | Craig Huff | |||
Title: | Vice President of Finance, Treasurer, Chief Financial Officer and Chief Accounting Officer |
Date: November 30, 2004
3
Exhibit Number |
Description |
|
---|---|---|
(a)(1) | Offer to Purchase, dated October 27, 2004.* | |
(a)(2) |
Form of Letter of Transmittal.* |
|
(a)(3) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* |
|
(a)(4) |
Form of Letter to Clients.* |
|
(a)(5) |
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* |
|
(a)(6) |
Letter to Shareholders from the Chief Executive Officer of the Company, dated October 27, 2004.* |
|
(a)(7) |
Form of Letter to Participants in the Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan.* |
|
(a)(8) |
Form of Notice to Holders of Vested Options to Purchase Shares of Nature's Sunshine Products, Inc. Common Stock.* |
|
(a)(9) |
Press Release issued October 27, 2004.* |
|
(a)(10) |
Notice of Guaranteed Delivery.** |
|
(a)(11) |
Press Release issued November 30, 2004.*** |
|
(b)(1) |
Credit Agreement between Wells Fargo Bank, N. A. and Nature's Sunshine Products, Inc., dated August 5, 2002.* |
|
(b)(2) |
First Amendment to Credit Agreement between Wells Fargo Bank, N. A. and Nature's Sunshine Products, Inc., dated July 1, 2004.* |
|
(b)(3) |
Promissory Note from Nature's Sunshine Products to Wells Fargo Bank, N.A., dated July 1, 2004.* |
|
(d)(1) |
Nature's Sunshine Products, Inc. 1995 Stock Option Plan, as amended, incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed August 4, 2004. |
|
(g) |
Not Applicable. |
|
(h) |
Not Applicable. |