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): April 11, 2011
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
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(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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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01.
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Other Events.
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On April 11, 2011, Marlin Ray Robbins, one of the directors of Mannatech, Incorporated (the “Company”), received notice regarding the status of shares of the Company’s common stock pledged by Mr. Robbins to a lender which has been placed in receivership as a result of a an action filed by the Securities and Exchange Commission (the “SEC”) against the lender (the “Receivership”). On April 11, 2011, Mr. Robbins received a copy of the claims objection filed by the receiver in such matter (the “Receiver”). The Receiver alleges that the lender perpetrated a fraudulent stock-based loan program, in which the lender would lend money to borrowers secured by the value of stock transferred by the borrowers to the lender. The Receiver alleges further that, rather than holding the stock as collateral for the loans, the lender would liquidate the stock and use the proceeds to fund the borrower’s loan. Mr. Robbins is one of the targets of such fraud. In 2005, he pledged 1,400,000 of his shares of the Company’s common stock to secure a loan from the lender. Neither the Company nor Mr. Robbins has been informed during the course of the Receivership whether the shares pledged by Mr. Robbins had been fraudulently sold by the lender. However, given the positions asserted by the Receiver in its recent claims objection, it is unlikely that the shares are still held by the lender or that Mr. Robbins will regain possession of the shares. In a hearing scheduled for June 28, 2011, the court will rule on the Receiver’s claims objections and the facts alleged therein. In the event the court grants the Receiver’s claims objections, then the Company will deem the pledged shares to no longer be held by Mr. Robbins.
A copy of the Company’s press release announcing the status of the Receivership is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
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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Press Release dated April 15, 2011 entitled “Mannatech Announces Status of Stock Pledge.”
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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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Dated: April 15, 2011
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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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Press Release dated April 15, 2011 entitled “Mannatech Announces Status of Stock Pledge.”
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*Filed herewith.
Exhibit 99.1
MEDIA CONTACT
Allison Lowe Burum
(972) 499-6631
Allison.Lowe@hck2.com
Mannatech Announces Status of Stock Pledge
(COPPELL, Texas) April 15, 2011 – Mannatech, Incorporated (NASDAQ: MTEX) has received information regarding the status of Marlin Ray Robbins’ shares of the Company’s common stock pledged by him. Marlin Ray Robbins is a member of the Mannatech Board of Directors.
In 2005, Mr. Robbins pledged 1.4 million of his shares of Mannatech common stock to Triangle Equities, which has since been placed in receivership along with related entities, as a result of an action filed by the U.S. Securities and Exchange Commission (SEC). The SEC and the receiver allege Triangle Equities was part of a fraudulent stock–based loan scheme in which it would fraudulently liquidate stock pledged by borrowers such as Mr. Robbins. In a related matter, Triangle Equities Director Michael Spillan was recently indicted for securities violations as a result of such loan program.
Given a recent court filing by the receiver proposing to resolve the outstanding claims of the borrowers, including Mr. Robbins, against Triangle Equities, it appears unlikely that Triangle Equities still holds the shares or that Mr. Robbins will regain possession of the shares which were pledged to Triangle Equities. The allegations of the receiver will be heard by the court in the receivership on June 28, 2011.
“Mr. Robbins continues as a significant Mannatech shareholder, to act as a great spokesperson for Mannatech, build his Mannatech business, and act as a mentor to all independent Associates,” said Co-CEO and Chief Financial Officer Steve Fenstermacher. “His dedication to our company, social entrepreneurship and integrative health will be instrumental to Mannatech’s current business as well as our continuing expansion into new markets, along with his leadership for all independent Associates intent upon making a difference in our world.”
For more information, please refer to the Company's filings on the SEC website at www.sec.gov.
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. Mannatech is dedicated to its platform of Social Entrepreneurship based on the foundation of promoting, aiding and optimizing nutrition where it is needed most around the world. Mannatech’s 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, the Republic of Korea and Mexico. For more information, visit 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.