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): January 4, 2006
MANNATECH, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Texas | 000-24657 | 75-2508900 | ||
| (State or other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective January 3, 2006, Mr. Donald A. Buchholz resigned from Mannatech’s Board of Directors to devote more time to family and business interests. Mr. Buchholz also served on Mannatech’s Audit and Compensation committees. Mannatech’s Board of Directors appointed Mr. Larry A. Jobe as an independent Director to replace Mr. Buchholz as a Board member and to serve as a member of its Audit Committee and its Compensation Committee. A copy of the press release related hereto is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits.
| Exhibit Number |
Exhibit | |
| 99.1* | Press release dated January 4, 2006 entitled “Mannatech’s Board Appoints Larry Jobe to its Board.” | |
| 99.2* | Resignation letter from Donald A. Buchholz dated January 3, 2006. | |
*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.
| MANNATECH, INCORPORATED | ||||
| /s/ Stephen D. Fenstermacher | ||||
| Name: | Stephen D. Fenstermacher | |||
| Dated: January 4, 2006 | Title: | Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number |
Exhibit | ||
| 99.1 | * | Press release dated January 4, 2006 entitled “Mannatech’s Board Appoints Larry Jobe to its Board.” | |
| 99.2 | * | Resignation letter from Donald A. Buchholz dated January 3, 2006. | |
*Filed herewith.
Exhibit 99.1
Mannatech, Inc. Appoints Larry A. Jobe to Board of Directors
Coppell, TX – January 4, 2006 (NASDAQ – MTEX) Mannatech, Inc. today announced the appointment of Larry A. Jobe to the Board of Directors, effective January 4, 2006, replacing Don Buchholz. Mr. Buchholz resigned from the Board to devote more time to his family and business interests. Mr. Jobe brings extensive financial, business and board experience to the position from various careers as a certified public accountant, business entrepreneur and Assistant Secretary for Administration of the U.S. Department of Commerce. He will serve on the Audit and Compensation Committees.
Mr. Jobe, age 65, is currently chairman of the board of Legal Network Ltd., which he founded in 1993. The firm provides staffing and support to law firms and corporate legal departments. He is founder and president of P1Resources, LLC, which provides engineering and staffing services to the construction industry. He also founded Mitchell Jobe & Company, a provider of professional and staffing services to government and industry, where he served as chairman from 1991-1994. Prior to this, Mr. Jobe was a principal and managing partner with the accounting firm Grant Thornton LLP for 18 years, where he was a member of the executive committee and chairman of the strategic planning committee. From 1972-1973, he served as vice-president of finance and administration for Dart Industries, a $750 million public consumer products company with direct sales. In 1969, Mr. Jobe was appointed Assistant Secretary for Administration of the U.S. Commerce Department by President Nixon and served in this post for three years.
Sam Caster, chairman and CEO of Mannatech, Inc., commented, “We are extremely pleased to welcome Larry to Mannatech’s Board. His broad experience in both the public and private sectors and his comprehensive background in finance and public accounting will be highly valuable and we look forward to his contributions at this dynamic stage of the company’s growth.”
Mr. Jobe currently serves on two public corporate boards: U.S. Home Systems, Inc., where he is chairman of the Audit Committee, and Southwest Securities Group, Inc. He is a founding stockholder and chairman of the board of Independent Bank of Texas. He also devotes his time to numerous civic boards and councils including the Dallas Theological Seminary, the Eisenhower Institute and the University of North Texas Foundation. He is a former member of the Dallas Citizens’ Council.
About Mannatech, Incorporated
Mannatech, based in Coppell, Texas, is a wellness solutions provider that sells its products through a global network-marketing system throughout the United States and the international markets of Canada, Australia, the United Kingdom, Japan, New Zealand, the Republic of Korea, Taiwan and Denmark. For additional information about Mannatech, please visit its corporate Web site: www.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 may be identified generally by the use of phrases or terminology such as “may,” “believes,” and “will further” 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 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 its expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions its 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 other filings filed with the 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.
Investor Relations Contact:
Steve Fenstermacher
972.471.6512
ir@mannatech.com
Exhibit 99.2
[SWS Group Letterhead]
January 3, 2006
Mr. Samuel L. Caster
Chairman of the Board
Chief Executive Officer
Mannatech, Inc.
600 South Royal Lane, Suite 200
Coppell, Tx 75019
Dear Sam:
Effective immediately, please accept my resignation as a Director of Mannatech, Inc. I have greatly enjoyed my association with all of you for the past eighteen months.
At the present, however, I cannot commit the time required to be a good director of the company. I would like to express my best wishes to you and everyone at Mannatech for much success in the future.
Sincerely,
/s/ Don Buchholz
Don Buchholz
DB:jms