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): September 6, 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. |
| (b) | Resignation of Director. |
Effective September 6, 2007, John Stewart Axford resigned from the Board of Directors of Mannatech, Inc. (“Mannatech”). Professor Axford resigned from Mannatech’s Board of Directors in order to allow him more time to concentrate on new research initiatives with Mannatech, as well as complete Mannatech’s glyconutritional research study, a three-year research project with St. George’s Hospital & Medical School in London, England.
| (d) | Appointment of Director. |
On September 6, 2007, the Board of Directors of Mannatech elected Robert C. Blattberg, Ph.D., age 64, as an independent director to replace Professor Axford as a Class III director. Professor Blattberg will stand for election at Mannatech’s 2008 annual shareholders’ meeting. There was no arrangement or understanding between Professor Blattberg and any other person pursuant to which Professor Blattberg was selected as a director. Professor Blattberg will receive, on a prorated basis, Mannatech’s standard director compensation arrangements applicable to directors who are not employees of the Company in accordance with the terms of director compensation disclosed in Mannatech’s Proxy Statement filed with the United States Securities and Exchange Commission on May 1, 2007.
Since 1991, Professor Blattberg has served as the Polk Brothers Distinguished Professor of Retailing and Executive Director of the Center for Retail Management at the J.L. Kellogg Graduate School of Management, Northwestern University, in Evanston, Illinois. Professor Blattberg is currently on a one-year leave of absence from Northwestern University and is a Visiting Professor at Carnegie-Mellon University, in Pittsburgh, Pennsylvania. From 1969 to 1991 Professor Blattberg served as the Charles H. Kellstadt Professor of Marketing Director for the Center of Marketing Information Technology Graduate School of Business for the University of Chicago. Professor Blattberg has authored or co-authored several books, and has written articles for the Journal of Marketing Research, Management Science, Marketing Science, Econometrica, Journal of Marketing, Journal of Direct Marketing, and other leading academic journals. Professor Blattberg has also consulted for leading retailers, such as Sears, American Express, Kroger, Rite Aid, and Best Buy. Professor Blattberg is currently a member of Information Resources, Inc.’s Analytics Advisory Board. Information Resources, Inc. is a leading global provider of enterprise market information solutions for the CPG, Retail, and Healthcare industries. Professor Blattberg received a B.A. degree in mathematics from Northwestern University and an M.S. degree and Ph.D. degree in Industrial Administration from Carnegie-Mellon University. Professor Blattberg has served on the Board of Directors of First Horizon National Corporation (NYSE symbol FHN), located in Memphis Tennessee, since 1984 and currently serves as Chairperson of their Nominating and Governance Committee and a member of their Compensation Committee.
The election of Professor Blattberg was announced in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
| Item 8.01 | Other Events. |
On September 6, 2007, Mannatech’s Board of Directors decided to resubmit Mannatech’s 2007 Stock Incentive Plan (the “Plan”) to the shareholders for approval at Mannatech’s 2008 annual shareholders’ meeting. The Plan was originally adopted by Mannatech’s Board of Directors on February 20, 2007, and the Plan’s adoption was approved by Mannatech’s shareholders on June 14, 2007. After the favorable vote was received to approve the adoption of the Plan, it was discovered that the number of shares reported as reserved for issuance under existing stock option plans and the number of shares reserved for issuance under outstanding but unexercised awards was incorrectly stated in the Plan and the proxy materials as 1,234,985 and 235,808, respectively, but should have been reported as 224,687 and 1,227,485, respectively. The Board of Directors intends to amend the Plan to correct the referenced numbers and submit the amended Plan to the shareholders for approval at Mannatech’s 2008 annual shareholders’ meeting.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Exhibit | |
| 99.1* |
Press release dated September 7, 2007, entitled “Mannatech Adds Distinguished Kellogg Professor Robert Blattberg to Board.” |
| * | 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/ Terry L. Persinger | ||
| Terry L. Persinger | ||
| Dated: September 11, 2007 | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit |
Exhibit | |
| 99.1* |
Press release dated September 7, 2007, entitled “Mannatech Adds Distinguished Kellogg Professor Robert Blattberg to Board.” |
| * | Filed herewith. |
Exhibit 99.1
Mannatech Adds Distinguished Kellogg Professor Robert Blattberg to Board
Appointment follows conclusion of Professor Axford’s five-year tenure on Mannatech Board
Coppell, TX, September 7, 2007 – Mannatech, Inc. (NASDAQ – MTEX) today announced effective September 6, 2007, the addition of Professor Robert Blattberg from Northwestern University’s Kellogg School of Management to the company’s Board of Directors. Blattberg replaces outgoing Board member Professor John Axford who is leaving the Board to focus his efforts on new research initiatives with Mannatech, as well as complete the glyconutritional research under a three-year agreement between St. George’s University of London and Mannatech.
Since 1991, Professor Blattberg has served as the Polk Brothers Distinguished Professor of Retailing and Director for the Center for Retail Management within Northwestern University’s Kellogg School of Management. He is currently on a one-year leave of absence and is a visiting professor at Carnegie Mellon University. Previously, he held the title of the Charles H. Kellstadt Professor of Marketing and served as Director of the Center of Marketing Information Technology for University of Chicago’s Graduate School of Business.
“We are quite pleased to have someone with Professor Blattberg’s knowledge and expertise in global retail marketing join our Board,” said J. Stanley Fredrick, lead director on Mannatech’s Board. “His vast experience and published accomplishments speak volumes about his ability to assist organizations in achieving success through solid marketing strategies and principles.”
Professor Blattberg focuses his research on marketing information technology, database marketing, sales promotions, and retailing. In addition to authoring several books, he has written articles for the Journal of Marketing Research, Management Science, Marketing Science, Econometrica, Journal of Marketing, Journal of Direct Marketing, and other leading academic journals. He has also consulted for leading retailers, such as Sears, Kroger, Rite Aid, and Best Buy.
Fredrick added, “We have been very fortunate to have Professor Axford, an accomplished glycobiologist and physician, serve on our Board of Directors. During his five-year tenure, he helped create and chair the Science Committee within the Board where he provided critical direction and expertise to our R&D program. He also assisted in attracting key scientific talent as evidenced by the addition of Dr. Robert A. Sinnott, senior vice president and chief science officer of R&D in 2005.”
Since 2002, Professor Axford has served as a Class III Director and is Chairman of the Science Committee. Mannatech will continue its ongoing three-year agreement with St. George’s University of London, where Professor Axford is serving as the Principal Investigator of a clinical study on Mannatech’s Ambrotose product.
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 independent 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.
Contact Information:
Gary Spinell, Vice President
Investor Relations
972-471-6512
ir@mannatech.com
Corporate website: www.mannatech.com