SEC Filing | Mannatech

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KENNEDY ALAN D

(Last)

(First)

(Middle)

600 S. ROYAL LANE, SUITE 200

(Street)

COPPLELL

75019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MANNATECH INC [ MTEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to Purchase Common Stock	$6.03	06/19/2008	06/19/2008	A		28,300		⁽¹⁾	06/18/2018	Common Stock, par value $0.0001 per share	28,300	$6.03	64,467	D

Explanation of Responses:

1. Options Vest 1/3 immediately, 1/3 on June 19, 2009, and 1/3 June 19, 2010

	/s/ Stephen D. Fenstermacher, CFO and Senior VP, by Power of Attorney	06/23/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

rrd189231_213481.html

POWER OF ATTORNEY
STATE OF TEXAS
                                 KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS
      I, Alan D. Kennedy, residing at 9807 Walzer Court, Windemere, Florida 34786, do hereby
appoint the employees of the Mannatech Finance Department of Mannatech, Incorporated, a
Texas corporation, and Stephen D. Fenstermacher, my true and lawful attorneys-in-fact (each an
"Attorney-in-Fact' and, collectively, the "Attorneys-in-Fact"), each, individually or jointly, to
have full power to act in my name, place and stead and on my behalf to do and execute all or any
of the following acts, deeds and things:

1)	To execute and file for and on behalf of me, in my capacity as one or more of an
officer, director, or significant stockholder of Mannatech, Incorporated or any of
its subsidiaries (collectively, the "Company"), reports or other filings under
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder, including without limitation, Forms 3, 4 and
5, including any amendments, corrections, supplements or other changes thereto;

2)	To do and perform any and all acts for and on behalf of me which you (in your
sole discretion) determine may be necessary or desirable to complete and execute
any such reports or other filings and timely file same with the United States
Securities and Exchange  Commission and any stock exchange or  similar
authority; and

3)	To take any other action of any type whatsoever in connection with the foregoing
which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the
interest of, or legally required by me, it being understood that the documents
executed by such Attorney-in-Fact on behalf of me pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.

      I hereby grant to each Attorney-in-Fact full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary, or proper to be done (in such Attorney-
in-Fact's sole discretion) in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as I might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that the Attorneys-in-Fact shall
lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my
request, are not assuming, nor is the Company assuming, any of my responsibilities to comply
with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until I am no longer subject
to Section 16 of the Exchange Act with respect to my holdings of and transactions in securities
issued by the Company, unless earlier revoked by me in a signed writing delivered to the
Attorneys-in-Fact.

      Liability. Each Attorney-in-Fact shall have no liability or obligation with respect to the
powers granted herein except for and to the extent of such Attorney-in-Fact's willful misconduct.
In no event shall any Attorney-in-Fact be liable for incidental, indirect, special, consequential or
punitive damages.

      Severability. The provisions of this Power of Attorney shall be deemed severable, and
the invalidity or unenforceability of any provision hereof shall not affect the validity or
enforceability of any other provision hereof; provided that if any provision of this Power of
Attorney, as applied to me or to any Attorney-in-Fact or any circumstance, is adjudged by any
governmental body, arbitrator or mediator not to be enforceable in accordance with its terms,
then such governmental body, arbitrator or mediator shall have the power to modify the
provision in a manner consistent with the objectives of this Power of Attorney such that it is
enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision
shall be enforceable and shall be enforced, but in any case, only to the extent required to make
such provision enforceable.

      Governing Law. This agreement shall be deemed to be a contract under, and shall be
construed, interpreted and governed by and according to, the laws of the State of Texas,
excluding any conflict of laws principle which, if applied, might permit or require the application
of the laws of another jurisdiction.

IN WITNESS WHEREOF, I have executed this Power of Attorney as of February 22, 2008.

/s/ Alan D.Kennedy

STATE OF TEXAS
COUNTY OF DALLAS
       BEFORE ME, the undersigned Notary Public in and for the State of Texas, on this day personally
appeared Alan D. Kennedy, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the same for the purposes and consideration
therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of February, 2008.


/s/ Carolyn D. Stuart
Notary Public in and for
the State of Texas
My Commission Expires:   October 19, 2010