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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
USANA, INC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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[logo appears here]
3838 West Parkway Boulevard
Salt Lake City, Utah 84120-6336
(801) 954-7100
NOTICE OF WRITTEN CONSENT
DUE BY JUNE 30, 2000
To the Shareholders:
Attached hereto is a Proxy Statement which solicits the written consent of
the shareholders of USANA, Inc., a Utah corporation (the "Company"), to
authorize and approve the change of the name of the Company to "USANA Health
Sciences, Inc." as described in the attached Proxy Statement.
Attached to the Proxy Statement as Appendix A is the Shareholder Consent
Resolution (the "Consent Resolution"), which provides for authorization and
approval of the name change. The procedure for indicating authorization and
approval of the name change is described in detail in the attached Proxy
Statement.
Pursuant to Section 16-10a-704 of the Utah Revised Business Corporations
Act, once the Company receives the written consents from holders of a majority
of the Company's issued and outstanding stock as of May 12, 2000 (the "Record
Date"), the Company will deliver such written consents to its registered office
in Utah, and the name change shall be deemed to have been approved by the
Company's shareholders. No meeting will be held to vote on this corporate
action.
You are requested to fill out, date, sign and return the enclosed
Shareholder Consent Resolution Signature Card ("Signature Card"), which is
solicited by the Board of Directors of the Company as described in the
accompanying Proxy Statement.
Your consent is important. Please sign and date the enclosed Signature Card
and return it promptly in the enclosed return envelope. The return envelope
requires no postage if mailed in the United States. If mailed elsewhere,
foreign postage must be affixed. Your consent as evidenced by your signing and
returning the Signature Card is irrevocable once the Company receives it.
By Order of the Board of Directors,
s/ Myron W. Wentz
Myron W. Wentz, Ph.D., Chairman
Salt Lake City, Utah
June 1, 2000
<PAGE>
[logo appears here]
3838 West Parkway Boulevard
Salt Lake City, Utah 84120-6336
(801) 954-7100
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PROXY STATEMENT
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SHARHOLDER ACTION BY WRITTEN CONSENT
This Proxy Statement has been prepared by the Board of Directors of USANA,
Inc., a Utah corporation ("USANA" or the "Company") and is furnished in
connection with the solicitation by the Board of Directors of the written
consent of the shareholders of the Company to authorize and approve the
amendment of the Articles of Incorporation of the Company to change the name of
the Company to "USANA Health Sciences, Inc."
The Company intends to distribute this Proxy Statement and the accompanying
materials to its shareholders on or about June 1, 2000. The reasons for the
change of name are described in the Proxy Statement. Attached to this Proxy
Statement as Appendix A is the Shareholder Consent Resolution ("Consent
Resolution"), which provides for the authorization and approval of the name
change and the requisite amendment to the Company's Articles of Incorporation
to effect the name change. The procedure for indicating your approval of the
name change is described in this Proxy Statement.
General Information
Voting Rights
The matter being submitted for shareholder approval is to be acted upon by
written consent, without a meeting, rather than by a vote held at a meeting.
The holders of the Company's issued and outstanding common stock are entitled
to consent in writing to the name change. The execution of the Signature Card
by the holders of a majority of the issued and outstanding shares of the
Company's common stock is required to authorize the amendment to the Articles
of Incorporation and the name change to be effected by that amendment. No
dissenters' rights or rights of appraisal are applicable or available in
connection with this action.
Only record holders of shares of the Company's common stock at the close of
business May 12, 2000 (the "Record Date") are entitled to execute the Consent
Resolution. At the close of business on the Record Date there were 9,723,737
shares of common stock issued and outstanding held by approximately 5,900
shareholders of record. As described in this Proxy Statement, a holder of
common stock on the Record Date will be entitled to provide one consent for
each share of common stock then registered in such holder's name. The holders
of the common stock as of the Record Date are referred to in this Proxy
Statement as the "Shareholders."
Solicitation of Written Consents
Under Utah law and under the Company's bylaws, any action that may be taken
at any meeting of the Shareholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or to
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. The matter being considered by the Shareholders is being
submitted for action by written consent rather than by votes cast at a meeting.
The attached Consent Resolution will be effective on the date that the Company
receives signed Signature Cards representing the consent of the holders of a
majority of the Company's issued and outstanding common stock as of the Record
Date.
1
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CONSENT RESOLUTION OF THE SHAREHOLDERS
OF
USANA, INC.
SIGNATURE CARD
You are requested to fill out, date, sign and return this Shareholder Consent
Resolution Signature Card, which is solicited by the Board of Directors of the
Company as described in the accompanying Proxy Statement. Your consent is
important. Please sign and date this Signature Card and return it promptly in
the enclosed return envelope. The return envelope requires no postage if mailed
in the United States. If mailed elsewhere, foreign postage must be affixed. Your
consent as evidenced by your signature and return of this card is revocable only
if written notice of revocation is received by the Company prior to close of
business on June 30, 2000, as explained in the Proxy Statement.
1. To approve an amendment to the Company's Articles of Incorporation to
change the name to USANA Health Sciences, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS WRITTEN CONSENT WHEN PROPERLY EXECUTED WILL BE DEEMED REVOCABLE ONLY IF
WRITTEN NOTICE IS RECEIVED BY THE COMPANY BY JUNE 30, 2000. IF NO DIRECTION IS
MADE, THIS WRITTEN CONSENT WILL BE CONSIDERED GRANTED IN FAVOR OF PROPOSAL NO. 1
AND THE CHANGE OF CORPORATE NAME.
DATE:
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Signature
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Signature of co-tenant holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED, WHEN CO-TENANTS HOLD SHARES, BOTH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND
RETURN THIS WRITTEN CONSENT CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
