UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 10, 2007
USANA HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-21116
Utah 87-0500306
(State or other jurisdiction of (IRS Employer Identification
incorporation) Number)
3838 West Parkway Boulevard
Salt Lake City, Utah 84120
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (801) 954-7100
Former name or former address, if changed since last report: Not Applicable
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))
Introduction
On July 16, 2007, the Company filed a Current Report on Form 8-K (the "Original
8-K") for the purpose of reporting the resignation of Grant Thornton LLP ("GT")
as the Company's independent registered public accounting firm. This Amendment
to the Original 8-K is furnished to further explain: (1) the disagreement
between the Company and GT as to the necessity for GT's expanding the scope of
its procedures in connection with GT's review of the Company's Quarterly Report
on Form 10-Q for quarter ended March 31, 2007 (the "First Quarter 10-Q"), after
Mr. Barry Minkow published allegations against the Company which the Company
deemed to be unfounded, and (2) the nature of Mr. Minkow's allegations for which
the Company's Audit Committee, at the request of GT, engaged select adivsors to
review.
The full text of the Original 8-K, as supplemented by this Amendment, reads as
follows:
Item 4.01 Changes in Registrant's Certifying Accountant
On July 10, 2007 Grant Thornton LLP ("GT") resigned as the Company's independent
registered public accounting firm.
The reports of GT for the Company's fiscal years ended December 30, 2006 and
December 31, 2005 contained no adverse opinions, disclaimer of opinion, or
qualification or modification as to uncertainty, audit scope or accounting
principles.
During the Company's fiscal years ended December 30, 2006 and December 31, 2005,
and the interim period from December 30, 2006 through the date hereof, there
were no disagreements between the Company and GT on any accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of GT, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report, except as described below.
In connection with GT's review of the Company's unaudited financial statements
that were included in the Company's First Quarter 10-Q, the Audit Committee and
GT disagreed as to the scope of the procedures to be performed by the auditors
and disagreed as to the extent to which the Audit Committee should engage new,
independent consultants to respond to what the Company and its Audit Committee
deemed to be unfounded and unwarranted accusations leveled against the Company
by convicted felon Barry Minkow.
In response to the Minkow allegations, the Company's Audit Committee commenced
an internal investigation (the "Internal Investigation") by the Company's
general counsel of the matters raised by Minkow. Also in response to the Minkow
allegations, and in connection with its review of the Company's First Quarter
10-Q, GT made numerous requests to the Company for additional information and
documents (the "Additional Information"), including requests for independent
legal reviews (the "Independent Reports") with respect to Minkow's allegations
that: (1) the Company's associate compensation plan violates anti-pyramid
investment rules, (2) the Company's compensation plan fails to comply with
Federal Trade Commission rules regarding disclosure of earnings and income to
sales associates and prospective associates, and (3) the Company violated
securities laws relating to insider trading and its stock buyback policy.
Initially, the Company's Audit Committee wanted to complete the Internal
Investigation before considering whether or not to engage independent
consultants to provide Independent Reports. GT informed the Company that this
approach could potentially delay the filing of the First Quarter 10-Q. This
position led to further discussions between the Chairman of the Audit Committee
and GT, and the matter was resolved to the satisfaction of GT, the Company, and
the Audit Committee when the Company furnished to GT all Additional Information
requested by GT, and engaged select independent legal advisers to produce the
Independent Reports.
After the Internal Investigation and the Independent Reports were completed, GT
completed its review of the Company's First Quarter 10-Q. The Company has
confirmed its belief, based on the Internal Investigation and the Independent
Reports, that the material allegations of Minkow are without merit.
The Company has authorized GT to respond fully to any inquiries of a successor
accountant.
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No event described in paragraph (a) (1) (v) of Item 304 of Regulation S-K has
occurred within the Company's fiscal years ended December 30, 2006 and December
31, 2005, or the interim period from December 30, 2006 through the date hereof.
Specifically:
(A) GT has not advised the Company that the internal controls necessary
for the Company to develop reliable financial statements do not exist;
(B) GT has not advised the Company that information has come to its
attention that has led it to no longer be able to rely on management's
representations, or that has made it unwilling to be associated with
the financial statements prepared by management;
(C) Except as described above, GT has not advised the Company of the need
to expand significantly the scope of its audit. GT has not advised the
Company of the need to expand significantly the scope of its audit
under circumstances where, due to GT's resignation, GT did not so
expand the scope of its audit. GT has not advised the Company that
information has come to its attention that if further investigated
may: (i) materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial statements;
or the financial statements issued or to be issued covering fiscal
periods subsequent to the last audited financial statements, or (ii)
cause it to be unwilling to rely on management's representations or be
associated with the Company's financial statements; and
(D) GT has not advised the Company that information has come to its
attention that it has concluded materially impacts the fairness or
reliability of either: (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial statements
issued or to be issued covering the fiscal periods subsequent to the
last audited financial statements.
The Company provided GT with a copy of the disclosures contained herein and has
filed as an exhibit hereto the response of GT to the disclosures set forth.
The Company's Audit Committee is currently in the process of engaging a new
independent registered public accounting firm.
As planned, the Company will give a full report of its second quarter financial
results after the close of market on Tuesday, July 17, 2007, and will hold its
regularly scheduled conference call to discuss the results with analysts and
institutional investors on Wednesday, July 18, 2007, at 11:00 a.m. EDT.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 16 Letter from Grant Thornton LLP dated August 1, 2007 (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.
USANA HEALTH SCIENCES, INC.
By: /s/ Gilbert A. Fuller, Executive VP and CFO
Date: August 1, 2007
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