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): August 21, 2007
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Mannatech, Incorporated announced on August 21, 2007, that Samuel L. Caster voluntarily resigned, effective August 21, 2007, as its Chief Executive Officer, but will continue to serve as non-executive Chairman of the Board. The resignation of Mr. Caster as Chief Executive Officer will allow him to step back from operating responsibilities to focus his efforts on working with Mannatech’s top independent field associates and help them to transition to a new global sales strategy.
The Board will conduct a formal search for a permanent Chief Executive Officer. Until a permanent Chief Executive Officer is appointed, effective August 22, 2007 Mr. Terry L. Persinger, who currently serves as Mannatech’s President and Chief Operating Officer, will serve as Mannatech’s interim Chief Executive Officer and Principal Executive Officer. Mr. Persinger will continue to serve as Mannatech’s President, but resigned from the office of Chief Operating Officer effective August 21, 2007 in connection with his appointment to the position of interim Chief Executive Officer and Principal Executive Officer. Mr. Terence L. O’Day, Mannatech’s Executive Vice President of Global Operations, has been promoted to Mannatech’s Chief Operating Officer effective August 22, 2007 and will continue to serve as its Executive Vice President of Global Operations.
Mr. Persinger, age 62, joined Mannatech in November 1999 to serve as Mannatech’s Executive Vice President, Chief Operating Officer and a director. Mr. Persinger’s current term as a director expires in 2008. Mr. Persinger has served as Mannatech’s President since May 2000. From 1968 until his retirement in August 1999, he was employed by Goodyear Tire and Rubber Company (NYSE symbol GT), a publicly-traded company and international manufacturer of tires and rubber products. From January 1995 to August 1999, Mr. Persinger served as Goodyear’s Vice President and General Manager of Engineered Products. He received a B.S. in Chemical Engineering from the University of Cincinnati, in Cincinnati, Ohio, is a graduate of the PMD management program at Harvard University, and completed management training at Northwestern Kellogg School of Business, in Evanston, Illinois. Mr. Persinger is the brother-in-law of Mr. Donald W. Herndon, Mannatech’s Vice President of Field Services. Mr. Herndon is the brother-in-law of Mr. Samuel L. Caster, Mannatech’s Chairman of the Board.
Mr. O’Day, age 57, joined Mannatech in June 2006 to serve as Executive Vice President of Global Operations. Prior to joining Mannatech, Mr. O’Day served as Executive Vice President Operations, from January 2001 to June 2005 for Refrigerated Foods Group, at ConAgra Foods, Inc., a publicly-traded company that operates as a packaged food company serving retail, deli, and foodservice establishments in North America (NYSE symbol CAG). From 1999 to 2001, Mr. O’Day served as Senior Vice President Operations for International Home Foods, Inc. until its acquisition by Conagra Foods, Inc. From 1997 to 1999, he served as Senior Vice President North American Operations for Revlon Incorporated, a publicly-traded international company that manufacturers and sells cosmetic and personal care products (NYSE symbol REV). From 1991 to 1997, Mr. O’Day served as Plant Manager and Area Vice President of Manufacturing for Nabisco, a subsidiary of Kraft Foods. Mr. O’Day received a B.S. degree in General Studies (Engineering Management concentration) from the United States Air Force Academy, in Colorado, an M.B.A. degree in Marketing from Western Michigan University, in Kalamazoo, Michigan and is a graduate of Columbia University’s Transition to General Management executive program. Mr. O’Day is a retired command pilot and a 23-year veteran of the United States Air Force/Michigan National Guard where he was awarded two Air Force commendations and four outstanding unit citations for outstanding performance.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Exhibit | |
| 99.1* |
Press release dated August 21, 2007 entitled “Mannatech’s Founder Sam Caster Resigns as CEO, Remains as Chairman.” |
| * | 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 | ||||||
| Dated: August 22, 2007 | By: | /s/ Stephen D. Fenstermacher | ||||
| Name: | Stephen D. Fenstermacher | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Exhibit | |
| 99.1* |
Press release dated August 21, 2007 entitled “Mannatech’s Founder Sam Caster Resigns as CEO, Remains as Chairman.” |
| * | Filed herewith. |
Exhibit 99.1
Mannatech’s Founder Sam Caster Resigns as CEO, Remains as Chairman
Current President & COO Terry Persinger Named Interim CEO
while Board Conducts Formal Search
Coppell, TX, August 21, 2007—Mannatech, Inc. (NASDAQ – MTEX) announced today that Samuel L. Caster has resigned as Chief Executive Officer of the company, effective immediately. Mr. Caster will now serve as non-executive Chairman of the Board. His changing role at Mannatech will allow him to step back from operating responsibilities to focus his efforts on working with field sales leaders to transition to Mannatech’s new global wellness sales program.
Mannatech’s Board of Directors has appointed President and Chief Operating Officer Terry L. Persinger as interim President & Chief Executive Officer, while conducting a formal search for a permanent replacement. Mr. Persinger intends to retire from Mannatech in June 2008, as previously planned. In tandem with these key management changes, Executive Vice President of Global Operations Terence L. O’Day has been promoted and will assume responsibilities as Executive Vice President & Chief Operating Officer for Mannatech.
“The Board of Directors would like to acknowledge Sam’s leadership and his many contributions to the development and growth of Mannatech,” said J. Stanley Fredrick, Lead Director of the Board. “Moving ahead, we look forward to Sam’s role in helping drive the successful implementation of the company’s new global wellness sales program based on our new promotional strategy including the new 100% money back guarantee. We also look forward to Terry Persinger’s leadership and operational knowledge of the company to fill the gap left by Sam’s move as we focus on increasing sales, profit, and shareholder value.”
Mr. Caster commented, “When I founded Mannatech in 1993, my goal was to develop a global company that could bring a unique offering of wellness products to individuals seeking healthier lifestyles while also providing a business opportunity in the emerging wellness industry. Today, with over 569,000 independent Associates and Members in ten countries, I feel we have achieved significant milestones. Therefore, I asked the Board to consider hiring a new CEO. That way I could return to my passion for working with independent Associate leaders to transition to the new global wellness sales program and focus on future growth opportunities including skin care, new technologies, and additional global expansion. I want to thank the Board for making this move possible. I remain passionate about this company, our product offering and the business opportunity, all of which continue to change lives for the better around the world.”
Mr. Persinger joined Mannatech in 1999, after spending over 30 years at Goodyear Tire and Rubber Company (NYSE—GT) where he served as vice president and general manager of a $1.3 billion global division. Over the last eight years, Mr. Persinger has successfully guided the company’s operations during a period of explosive growth to annual sales of more than $400 million. Mr. Persinger holds a Bachelor of Science degree in chemical engineering from the University of Cincinnati and is a graduate of Harvard University’s PMD management program. He also completed management training at Northwestern University’s Kellogg School of Management.
Mr. O’Day joined Mannatech in 2006 and brought with him a wealth of operations experience. Prior to Mannatech, Mr. O’Day served in various senior management positions at Kraft Foods, Nabisco, Revlon International, and ConAgra Foods, Inc. Most recently, he served as executive vice president of operations for ConAgra Foods Refrigerated Foods Group, with over $3 billion in sales. He holds a Bachelor of Science degree in general studies from the U.S. Air Force Academy, an MBA degree in marketing from Western Michigan University and is a graduate of Columbia University’s Transition to General Management executive program.
About Mannatech
Mannatech, Incorporated is a global wellness solutions provider of innovative, high-quality, proprietary nutritional supplements, topical and skin care products, and weight management products sold through independent Associates and Members located in the United States and the international markets of Canada, Australia, the United Kingdom, Japan, New Zealand, the Republic of Korea, Taiwan, Denmark, and Germany.
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, changes in sales strategies 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.
Contact Information:
Gary Spinell, Vice President
Investor Relations
972-471-6512
ir@mannatech.com
Corporate website: www.mannatech.com