Commission File No. 333-2860
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A-1
POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
USANA, INC.
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation or organization)
87-0500306
(I.R.S. Employer Identification No.)
4550 South Main Street
Salt Lake City, Utah 84107
(Address of Principal Executive Offices)(Zip Code)
USANA, INC. 1995 Directors' Stock Option Plan
(Full title of the plan)
Kevin R. Pinegar, Esq.
DURHAM, EVANS, JONES & PINEGAR
Suite 850 Key Bank Tower
50 South Main Street
Salt Lake City, Utah 84144
(Name and address of agent for service)
(801) 538-2424
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum Amount
securities to Amount to be offering price aggregate of
be registered registered per unit (1) offering price registration fee
- ---------------- --------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $9.75 $2,925,000 $1,008.63
par value
$.001
</TABLE>
(1) Computed pursuant to Rule 457(h)(1) upon the basis of the exercise
price of the options granted pursuant to the plan for the purchase
of the Company's common stock as determined in accordance with
paragraph (c) of Rule 457.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registrant hereby incorporates by reference and makes a part of
this Registration Statement the following documents, which constitute the
"prospectus" required by Section 10(a) of the Securities Act of 1933, as
amended (the "Act"), and Rule 428(b)(1) promulgated under the Act, as
provided in Rule 428(a)(1) under the Act:
(a) The Registrant's annual report on Form 10-KSB for the year ended
December 31, 1994;
(b) The Registrant's Information Statement, dated November 1995, in
connection with the Annual Meeting of Shareholders held December
14, 1995;
(c) The Registrant's quarterly reports on Form 10-QSB for the
quarters ended March 31, 1995, June 30, 1995, and September 30,
1995;
(d) The description of the Registrant's Common Stock contained in a
Registration Statement on Form 10, effective in April 1993.
Item 8. Exhibits
The following exhibits are filed as required by Item 601 of Regulation
S-B:
5.1 Opinion of Durham, Evans, Jones & Pinegar, P.C.
24.1 Independent Auditor's Consent (previously filed)
24.2 Consent of Durham, Evans, Jones & Pinegar, P.C. (included in its
opinion filed as Exhibit 5.1 to this Registration Statement)
25.1 Power of Attorney (included on page 3 of the Registration
Statement) (previously filed)
Item 9. Undertakings
(a) The Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Post Effective Amendment No. 1 to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Salt Lake City, State of Utah, on July 18, 1996.
USANA, INC.
/s/ KEVIN R. PINEGAR
---------------------------------
By: Kevin R. Pinegar, Attorney in fact
DURHAM, EVANS, JONES & PINEGAR, P.C.
50 South Main Street, Suite 850
Salt Lake City, Utah 84144
March 19, 1996
USANA, Inc.
4550 South Main Street
Salt Lake City, Utah 84107
Re: Registration Statement on Form S-8 relating to USANA, Inc.
1995 Director's Stock Option Plan (the "Plan")
Dear Sirs:
We have acted as counsel for USANA, Inc., a Utah corporation
(the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of
300,000 shares of the Company's Common Stock, par value $.001 (the
"Shares"), to be issued in accordance with the terms of the Plan.
In connection with the foregoing, we have examined originals
or copies, certified or otherwise authenticated to our
satisfaction, of such corporate records of the Company and other
instruments and documents as we have deemed necessary to require as
a basis for the opinion hereinafter expressed.
Based upon the foregoing and in reliance thereon, it is our
opinion that the Shares described in the above-referenced
Registration Statement, when issued pursuant to the terms of the
Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Registration statement and the prospectus to be delivered
thereunder. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Sincerely,
DURHAM, EVANS, JONES & PINEGAR, P.C.
/s/ DURHAM, EVANS, JONES & PINEGAR
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