UNITED
STATES
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): December 21, 2009
MANNATECH,
INCORPORATED
(Exact
Name of Registrant as Specified in its Charter)
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Texas
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000-24657
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75-2508900
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(State
or other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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600
S. Royal Lane, Suite 200
Coppell,
Texas 75019
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
Telephone Number, including Area Code: (972) 471-7400
_________________________________________________
(Former
name or former address, if change since last report.)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 21, 2009, Professor Robert C. Blattberg, Ph.D resigned from Mannatech’s
Board of Directors. Professor Blattberg served on Mannatech’s Audit,
Compensation and Science committees. A copy of Professor Blattberg’s resignation
letter is attached as Exhibit 99.1 to this Current Report on Form
8-K.
A copy of
the Company’s press release announcing Professor Blattberg’s resignation is
attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by
reference into this Item 5.02.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Exhibit
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99.1*
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Resignation
letter of Professor Robert C. Blattberg, Ph.D. dated December 21,
2009.
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99.2*
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Press
Release dated December 24, 2009 entitled “Mannatech Announces Board
Resignation”.
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*Filed
herewith.
SIGNATURE
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.
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MANNATECH,
INCORPORATED
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|||
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Dated:
December 24, 2009
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By:
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/s/
Stephen D. Fenstermacher
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Stephen
D. Fenstermacher
Co-Chief
Executive Officer and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
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99.1*
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Resignation
letter of Professor Robert C. Blattberg, Ph.D. dated December 21,
2009.
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99.2*
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Press
Release dated December 24, 2009 entitled “Mannatech Announces Board
Resignation”.
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*Filed
herewith.
Exhibit
99.1
Robert C. Blattberg
35 Watergate Drive
Sarasota, FL 34236
December 21, 2009
Mr. J. Stanley
Frederick
Mannatech, Inc
600 S. Royal Lane
Coppell, TX 75019
Dear Stan:
This letter is to notify you that
I am resigning from the Board of Mannatech, Inc. immediately. I appreciate
the opportunity you and the other Board members gave me to serve on the Board of
Mannatech and I wish you and the company future success.
Regards,
/s/Robert C. Blattberg
Robert C. Blattberg
Exhibit
99.2
MEDIA
CONTACT:
Gary
Spinell
(972)
471-7925
gspinell@mannatech.com
Mannatech
Announces Board Resignation
(COPPELL, Texas) December 24,
2009 – Mannatech,
Incorporated (NASDAQ: MTEX - News), a
global pioneer in the development of high-quality health, weight and
fitness, and
skin care
solutions based on nutritional science, announced the resignation of
Professor Robert Blattberg from its board of directors, effective December 21,
2009.
Professor Blattberg joined
the board in 2007.
Many of Mannatech’s products are
based on Real
Food TechnologySM
solutions which provide consumers with products that contain standardized
levels of natural and plant-sourced nutrients at nutritionally effective levels.
Food-sourced ingredients are chosen from those scientifically proven to most
benefit the human body. Mannatech offers the best alternative to synthetic
vitamin and mineral products and so-called “super-juice” products.
Individuals interested in
Mannatech’s products or in exploring its business opportunity can learn more at
New.Mannatech.com.
About
Mannatech
Mannatech, Incorporated develops
high-quality health, weight and fitness, and skin care products that are based
on the solid foundation of nutritional science and development standards. These
proprietary products are available through independent sales Associates around
the globe including the United States, Canada, South Africa, Australia, New
Zealand, Austria, Denmark, Germany, Norway, Sweden, the Netherlands, the United
Kingdom, Japan, Taiwan, Singapore and the Republic of Korea. For more
information please visit New.Mannatech.com.
Please Note: This release contains
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. These
forward-looking statements generally can be identified by use of phrases or
terminology such as “intend” or other similar words or the negative of such
terminology. Similarly, descriptions of Mannatech’s objectives, strategies,
plans, goals or targets contained herein are also considered forward-looking
statements. Mannatech believes this release should be read in conjunction with
all of its filings with the United States Securities and Exchange Commission and
cautions its readers that these forward-looking statements are subject to
certain events, risks, uncertainties, and other factors. Some of these factors
include, among others, Mannatech’s inability to attract and retain associates
and members, increases in competition, litigation, regulatory changes, and its
planned growth into new
international markets.
Although Mannatech believes that the expectations, statements, and assumptions
reflected in these
forward-looking statements are reasonable, it cautions readers to always
consider all of the risk factors and any other cautionary statements carefully
in evaluating each forward-looking statement in this release, as well as those
set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form
10-Q, and other filings filed with the United States Securities and Exchange
Commission, including its current reports on Form 8-K. All of the
forward-looking statements contained herein speak only as of the date of this
release.