SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 1998
(February 20, 1998)
NATURAL HEALTH TRENDS CORP.
(Exact name of Registrant as specified in its charter)
Florida 0-25238 59-2705336
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
2001 West Sample Road, Suite 318, Pompano Beach, Florida 33064
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 969-9771
n/a
(Former name or former address, if changed since last report)
<PAGE>
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Pursuant to the exemption from the registration requirements under
Regulation S promulgated under the Securities Act of 1933, as amended (the
"Act"), on February 20, 1998, Natural Health Trends Corp. (the "Company") issued
300 shares of the Company's Series B Preferred Stock (the "Preferred Stock")
with a stated value of $1,000 per share to an "accredited investor" as that term
is defined under Regulation D promulgated under the Act. The placement agent for
the private placement was Domain Investments, Inc. The stated value and the
accrued dividends thereon on the Preferred Stock are convertible into shares of
common stock of the Company, $.001 par value (the "Common Stock") commencing on
April 4, 1998, at a conversion price equal to the lower of (i) seventy (70%)
percent of the average closing bid price of the Common Stock as reported by
Bloomberg, L.P. for the three trading days immediately preceding the notice of
conversion or (ii) $.0625.
<PAGE>
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.
Dated: March 3, 1998
NATURAL HEALTH TRENDS CORP.
(Registrant)
By: /s/ Neal R. Heller
Neal R. Heller
President
