As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. _______________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NATURAL HEALTH TRENDS CORP.
(Exact name of registrant as specified in its charter)
Florida 59-2705336
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2001 West Sample Road Pompano Beach, Florida 33064
(Address of principal executive offices) (Zip Code)
Natural Health Trends Corp. 1997 Stock Option Plan
(Full title of the plan)
Neal Heller, Natural Health Trends Corp.
2001 West Sample Road, Pompano Beach, Florida 33064
(Name and address of agent for service)
(954) 969-9771
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Amount to Proposed Proposed
Title of Each Class of Securities be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.001 par value
("Common Stock")............................... 3,000,000 $.09375 $281,250 $85.23
- ---------------------------------------------------------------------------------------------------------------------
Total Registration Fee........................... $85.23
=====================================================================================================================
</TABLE>
(1) Pursuant to Rule 457, the offering price of such shares is estimated solely
for the purpose of determining the registration fee.
<PAGE>
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement.
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended;
(b) The Registrant's Current Report on Form 8-K dated January 7,
1997. the Registrant's Current Report on Form 8-K dated
January 31, 1997, the Registrant's Current Report on Form 8-K
dated February 19, 1997, the Registrant's Quarterly Report on
Form 10-QSB for the period ended March 31, 1997, the
Registrant's Current Report on Form 8-K dated August 7, 1997,
the Registrant's Quarterly Report on Form 10-QSB for the
period ended June 30, 1997, the Registrant's Current Report on
Form 8-K/A dated October 6, 1997, the Registrant's Quarterly
Report on Form 10-QSB for the period ended September 30, 1997
and all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
1996;
(c) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission
on August 3, 1995 under Section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.
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<PAGE>
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Martin C. Licht, a director of the Company, is a member of Lane &
Mittendorf LLP, counsel to the Company.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 607.0850 of the Florida Business Corporation Act (the "FBCA")
permits, in general, a Florida corporation to indemnify any person who was or is
a party to an action or proceeding by reason of the fact that he or she was a
director or officer of the corporation, or served another entity in any capacity
at the request of the corporation, against liability incurred in connection with
such proceeding including the estimated expenses of litigating the proceeding to
conclusion and the expenses, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
such person acted in good faith, for a purpose he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in criminal
actions or proceedings, in addition had no reasonable cause to believe that his
or her conduct was unlawful. Section 607.0850(6) of the FBCA permits the
corporation to pay in advance of a final disposition of such action or
proceeding the expenses incurred in defending such action or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount as, and to the extent, required by statute. Section 607.0850 of the
FBCA provides that the indemnification and advancement of expense provisions
contained in the FBCA shall not be deemed exclusive of any rights to which a
director or officer seeking indemnification or advancement of expenses may be
entitled.
The Company's Certificate of Incorporation provides, in general, that
the Company shall indemnify, to the fullest extent permitted by Section 607.0850
of the FBCA, any and all persons whom it shall have power to indemnify under
said section from and against any and all of the expenses, liabilities or other
matters referred to in, or covered by, said section. The Certificate of
Incorporation also provides that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to actions taken in his or her official capacity
and as to acts in another capacity while holding such office.
In accordance with that provision of the Certificate of Incorporation,
the Company shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at the Company's request) made, or threatened
to be made, a party to an action or proceeding (whether civil, criminal,
-3-
<PAGE>
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorney's fees) incurred as a
result of such action or proceeding. Indemnification would not be available if a
judgment or other final adjudication adverse to such director or officer
establishes that (i) his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty or (ii) he or she personally gained
in fact a financial profit or other advantage to which he or she was not legally
entitled.
There is no litigation pending, and neither the registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Number Description of Exhibit
4.1 -- 1997 Stock Option Plan.
5.1 -- Opinion of Lane & Mittendorf LLP, counsel to the Company.
23.1 -- Consentof Feldman Radin & Co., P.C.
Item 9. UNDERTAKINGS.
1. The undersigned, Company, hereby undertakes:
(a) To file, during any period in which the Company offers
or sells securities, a post-effective amendment(s) to this registration
statement:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) To reflect in the prospectus any facts or
events which, individually or together
represent a fundamental change in the
information in the registration statement;
and
(3) To include any additional or changed
material information with respect to the
plan of distribution not previously
disclosed in the registration statement or
any material change to such information in
the registration statement;
-4-
<PAGE>
Provided, however, that paragraphs 1(a)(1) and 1(a)(2) do
not apply if the information required to be included in a
post-effective, amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(b) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering; and
(c) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission (the "Commission") such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
The Registrant. 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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Broward, State of Florida on December 12,
1997.
NATURAL HEALTH TRENDS CORP.
By: /s/ Neal R. Heller
Neal R. Heller, President and
Chief Executive Officer
By: /s/ Robert B. Bruce
Robert B. Bruce, Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints NEAL R. HELLER and/or ELIZABETH S. HELLER
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Sir Brian Wolfson Chairman and Director December 12, 1997
Sir Brian Wolfson
/s/ Neal R. Heller President, Chief Executive December 12, 1997
Neal R. Heller Officer and Director
/s/ Elizabeth S. Heller Secretary and Director December 12, 1997
Elizabeth S. Heller
/s/ Martin C. Licht Director December 12, 1997
Martin C. Licht
<PAGE>
/s/ Arthur Keiser Director December 12, 1997
Arthur Keiser
______________________ Director December ___, 1997
Hiram Knott
EXHIBIT 4.1
NATURAL HEALTH TRENDS CORP.
1997 STOCK OPTION PLAN
1. Purpose. The purpose of this Natural Health Trends Corp.
1997 Stock Option Plan (the "Plan") is to provide a means whereby Natural Health
Trends Corp. and any present or future subsidiaries (collectively referred to as
the "Company") may, through the grant of options to purchase shares of the
Company's common stock, $.001 par value per share (the "Common Stock"), attract
and retain persons of ability as key employees, members of the Board of
Directors and consultants and motivate such individuals to exert their best
efforts on behalf of the Company.
2. Shares Subject to the Plan. Options may be granted by the
Company from time to time to eligible individuals to purchase an aggregate of
3,000,000 shares of Common Stock and 3,000,000 of such shares shall be reserved
for options granted under the Plan (subject to adjustment as provided in Section
5(h) hereof). The shares issued upon exercise of options issued under the Plan
may be authorized and unissued shares or shares held by the Company in its
treasury. If any option granted under the Plan shall terminate or expire, new
options covering such shares may thereafter be granted to other eligible
individuals.
3. Eligibility. Options may be granted under the Plan to
employees of the Company, including officers, who are designated as key
employees by the Committee (as
<PAGE>
defined in Section 4 hereof). Members of the Board of Directors and consultants
of the Company selected by the Committee shall also be eligible to receive
options under the Plan.
4. Administration of the Plan. The Plan shall be administered
by a committee of disinterested persons appointed by the Board of Directors of
the Company as constituted from time to time (the "Committee"). The Committee
shall consist of at least two members of the Board of Directors chosen by the
Board. During the one year prior to commencement of service on the Committee,
the Committee members will not have participated in, and while serving, such
members shall not be eligible for selection as a person to whom shares of stock
may be allocated or to whom stock options or stock appreciation rights may be
granted under the Plan or any other discretionary plan of the Company under
which participants are entitled to acquire stock, stock options or stock
appreciation rights of the Company.
Subject to the provisions of the Plan, the Committee shall
have the authority to:
(a) determine and designate from time to time those eligible
individuals to whom options are to be granted and the number of shares
to be optioned to each individual; provided, however, that no option
shall be granted after the expiration of the period of ten years from
the effective date of the Plan specified in Section 10 hereof;
(b) determine the time or times and the manner in which each
option shall be exercisable and the duration of the exercise period;
(c) extend the term of any option (including extension by
reason of any optionee's death, permanent disability or retirement);
and
<PAGE>
(d) issue options under the Plan either as incentive stock
options in accordance with the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or as
nonstatutory options.
The Committee may interpret the Plan, prescribe, amend and
rescind any rules and regulations necessary or appropriate for the
administration of the Plan, and make such other determinations to take such
other action as it deems necessary or advisable. Any interpretation,
determination or other action made or taken by the Committee shall be final,
binding and conclusive.
5. Terms and Conditions of Options. Each option granted under
the Plan shall be evidenced by an agreement, in form and substance approved by
the Committee from time to time, which shall be subject to the following express
terms and conditions and to such other terms and conditions as the Committee may
deem appropriate:
(a) Option Period. Each option agreement shall specify the
period for which the option thereunder is granted and shall provide
that the option shall expire at the end of such period. No option
granted under this Plan may be exercisable after the expiration of ten
years from the date the option is granted; provided, however, that any
incentive option granted to any person owning more than 10 percent of
the voting power of all classes of any member of the Company's stock
shall not be exercisable after the expiration of five years from the
date such option is granted.
(b) Option Price. The option price per share shall be
determined by the Committee at the time any option is granted, provided
that, to the extent that any options
<PAGE>
are intended to qualify as incentive stock options, the option price
per share shall not be less than the fair market value of a share of
Common Stock on the date the option is granted, as determined by the
Committee.
(c) Exercise of Option.
(1) In the case of an optionee who is an employee, no
part of any option may be exercised until the optionee shall
have remained in the employ of the Company for such period
after the date on which the option is granted as the Committee
may specify in the option agreement, and until such other
conditions as specified in the option agreement shall have
been satisfied. Subject in each case to the provisions of
paragraphs (a) through (c) and (e) of this Section 5, any
option may be exercised, to the extent exercisable by its
terms, at such time or times as may be determined by the
Committee at the time of grant.
(2) In the case of an optionee who is a Member of the
Board of Directors or a consultant, the Committee may specify
in the option agreement any requirement as to the period of
time after the grant of the option that the optionee is
required to be a member of the Board of Directors or a
consultant to the Company or other conditions which shall be
satisfied before the option is exercisable, in whole or in
part. Any option may be exercised, to the extent exercisable
by its terms, at such time or times as may be determined by
the Committee at the time of grant. The option agreement may
also specify the extent to which the option is exercisable in
the event of the death or disability of
<PAGE>
the optionee, by whom the option is exercisable, and the
requirements for exercise of the option in either of such
events.
(d) Payment of Purchase Price upon Exercise. The purchase
price of the shares as to which an option shall be exercised shall be
paid to the Company in full at the time of exercise.
(e) Termination of Employment. Any option agreement with an
employee under this Plan shall provide that:
(1) If prior to the expiration date of the option (the
"expiration date") the employee shall for any reason
whatsoever, other than (i) his authorized retirement as
defined in (2) below, (ii) his permanent and total
disability as defined in (3) below, or (iii) his death,
cease to be employed by the Company, any unexercised
portion of the option granted shall automatically
terminate;
(2) If prior to the expiration date, the employee shall (i)
retire upon or after reaching the age which at the time
of retirement is established as the normal retirement
age for employees of the Company (such normal
retirement age now being 65 years) or (ii) with the
written consent of the Company retire prior to such age
on account of physical or mental disability (such
retirement pursuant to (i) or (ii) hereof being deemed
an "authorized retirement") any unexercised portion of
the option shall expire at the end of three months
after such authorized retirement, and during such three
month period the employee may exercise all or any part
of the then unexercised portion of the option;
<PAGE>
(3) If prior to the expiration date, the employee shall
become permanently and totally disabled (within the
meaning of Section 22 (e)(3) of the Code) any
unexercised portion of the option shall expire at the
end of twelve months after termination of employment
from the Company due to such permanent and total
disability; and
(4) If prior to the expiration date, the employee shall die
(at a time when he is an employee of the Company or
within three months after his (i) authorized retirement
or (ii) termination due to permanent and total
disability), the legal representatives of his estate or
a legatee or legatees shall have the privilege, for a
period of six months after his death, of exercising all
or any part of the then unexercised portion of the
option.
Nothing in (2), (3) or (4) shall extend the time for
exercising any option granted pursuant to the Plan beyond the
expiration date.
(f) Transferability of Options. No option granted under the
Plan and no right arising under any such option shall be transferable
other than by will or by the laws of descent and distribution. During
the lifetime of the optionee an option shall be exercisable only by
him.
(g) Investment Representation. Each option agreement may
contain an undertaking that, upon demand by the Committee for such a
representation, the optionee (or any person acting under Section 5(e)
hereof) shall deliver to the Committee at the time of any exercise of
an option a written representation that the shares to be acquired upon
such exercise are to be acquired for investment and not for resale or
with a view
<PAGE>
to the distribution thereof. Upon such demand, delivery of such
representation prior to the delivery of any shares issued upon exercise
of an option and prior to the expiration of the option period shall be
a condition precedent to the right of the optionee of such other person
to purchase any shares.
(h) Adjustments in Event of Change in Common Stock. In the
event of any change in the Common Stock by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or rights offering to
purchase Common Stock at a price substantially below fair market value,
or of any similar change affecting the Common Stock, the number and
kind of shares which thereafter may be optioned and sold under the Plan
and the number and kind of shares subject to option in outstanding
option agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change in such manner as
the Committee may deem equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for, participants in
the Plan.
(i) Optionees to Have No Rights as a Stockholder. No optionee
shall have any rights as a stockholder with respect to any shares
subject to his option prior to the date on which he is recorded as the
holder of such shares on the records of the Company.
(j) Plan and Option Not to Confer Rights with Respect to
Continuance of Employment. The Plan and any option granted under the
Plan shall not confer upon any optionee any right with respect to
continuance of employment by the Company, nor shall
<PAGE>
they interfere in any way with the right of the Company to terminate
his employment at any time.
6. Limitation. Incentive stock options shall not be granted
under the Plan, which first become exercisable in any calendar year and which
permit the optionee to purchase shares of the Company having an aggregate value
in excess of $100,000, determined at the time of the grant of the options. No
optionee may exercise incentive stock options during a calendar year for the
purchase of shares having an aggregate fair market value (determined at the time
of the grant of the options) exceeding $100,000, except and to the extent that
such options were first exercisable in preceding calendar years.
7. Purchase Price. The purchase price for a share of the stock
subject to any option granted hereunder shall be determined by the Committee at
the time the option is granted, provided that, to the extent that any options
are intended to qualify as incentive stock options, the option price per share
shall not be less than the fair market value of the stock on the date of grant
of the option, said fair market value to be determined in good faith at the time
of grant of such option by decision of the Committee; and, further provided,
that in the case of an incentive option granted to any person then owning more
than 10 percent of the voting power of all classes of the Company's stock, the
purchase price per share of the stock subject to option shall be not less than
110 percent of the fair market value of the stock on the date of grant of the
option, determined in good faith as aforesaid.
<PAGE>
8. Compliance with Laws and Regulations. The Plan, the grant
and exercise of options thereunder, and the obligation of the Company to sell
and deliver shares under such options, shall be subject to all applicable
federal and state laws, including any withholding tax requirements, rules and
regulations and to such approvals by any government or regulatory agency as may
be required. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to (i) the collection of an amount
from the optionee sufficient to satisfy any withholding tax requirements; (ii)
the listing of such shares on any stock exchange on which the Common Stock may
then be listed; and (iii) the completion of any registration or qualification of
such shares under any federal or state law, or any ruling or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable.
9. Amendment or Discontinuance of the Plan. The Board of
Directors of the Company may at any time amend, suspend or terminate the Plan;
provided however, that, subject to the provisions of Section 5(h) hereof, no
action of the Board may (i) increase the number of shares reserved for options
pursuant to Section 2 hereof, and (ii) permit the granting of any option at an
option price less than that determined in accordance with Section 5(b) hereof.
Without the written consent of an optionee, no amendment, discontinuance or
termination of the Plan shall alter or impair any option previously granted to
him under the Plan.
10. Effective Date of the Plan and Jurisdiction. The effective
date of the Plan shall be the date of its adoption by the Board of Directors,
subject to its approval by the
<PAGE>
shareholders within twelve months of the date of its adoption. Notwithstanding
the foregoing, if the Plan shall have been approved by the Board prior to such
stockholder approval, options may be granted by the Committee as provided herein
subject to such subsequent stockholder approval. The Plan shall be governed by
the laws of the State of Florida.
11. Name. The Plan shall be known as the "Natural Health
Trends Corp. 1997 Stock Option Plan."
EXHIBIT 5.1
LANE & MITTENDORF LLP
320 Park Avenue
New York, New York 10022
(212) 508-3200
Facsimile: (212) 508-3230
December 12, 1997
Natural Health Trends Corp.
2001 West Sample Road
Pompano Beach, FL 33064
Attn: Neal R. Heller
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the offering (the "Offering") of 3,000,000 shares
of common stock, $.001 par value (the "Common Stock"), of Natural Health Trends
Corp., a Florida corporation (the "Company"), being registered on behalf of the
Company as described in the Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission as subsequently amended from time to time
(collectively, the "Registration Statement").
In furnishing our opinion, we have examined copies of the
Registration Statement and the Exhibits thereto. We have conferred with officers
of the Company and have examined the originals or certified, conformed or
photostatic copies of such records of the Company, certificates of officers of
the Company, certificates of public officials, and such other documents as we
have deemed relevant and necessary under the circumstances as the basis of the
opinion expressed herein. In all such examinations, we have assumed the
authenticity of all documents submitted to us as originals or duplicate
originals, the conformity to original documents of all document copies, the
authenticity of the respective originals of such latter documents, and the
correctness and completeness of such certificates. Finally, we have obtained
from officers of the Company such assurances as we have considered necessary for
the purposes of this opinion.
Based upon and subject to the foregoing and such other matters
of fact and questions of law as we have deemed relevant in the circumstances,
and in reliance thereon, it is our opinion that, when and if (a) the
Registration Statement shall be declared effective by the Securities and
Exchange Commission, as the same may hereafter be amended; and (b) the shares
<PAGE>
of Common Stock to be sold for the account of the Company shall have been sold
as contemplated in the Registration Statement, then all of the shares of common
Stock, upon execution and delivery of proper certificates therefor, will be duly
authorized, validly issued and outstanding, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration
Statement and to the inclusion of this opinion in the Exhibits to the
Registration Statement.
It should be noted that Martin C. Licht, a partner of this
firm, serves in a business capacity on the Board of Directors of the Company. No
knowledge that he may have as a result of his business association with the
Company is to be imputed to this firm.
We are admitted to the practice of law only in the State of
New York. The opinions set forth herein are based upon the laws of the State of
New York, the corporate law of the State of Florida and the Federal laws of the
United States.
This opinion is limited to the matters set forth herein, and
may not be relied upon in any matter by any other person or used for any other
purpose other than in connection with the corporate authority for the issuance
of the shares of Common Stock pursuant to and as contemplated by the
Registration Statement.
Very truly yours,
LANE & MITTENDORF LLP
-2-
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Registration Statement on Form S-8 of our
report dated March 7, 1997, relating to the consolidated financial statements of
Natural Health Trends Corp. and the reference to our firm in this Registration
Statement.
/s/ Feldman Radin & Co., P.C.
FELDMAN RADIN & CO., P.C.
Certified Public Accountants
New York, New York
December 12, 1997
