Commission File No. 333-2860 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8/A-1 POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USANA, INC. (Exact name of registrant as specified in its charter) Utah (State or other jurisdiction of incorporation or organization) 87-0500306 (I.R.S. Employer Identification No.) 4550 South Main Street Salt Lake City, Utah 84107 (Address of Principal Executive Offices)(Zip Code) USANA, INC. 1995 Directors' Stock Option Plan (Full title of the plan) Kevin R. Pinegar, Esq. DURHAM, EVANS, JONES & PINEGAR Suite 850 Key Bank Tower 50 South Main Street Salt Lake City, Utah 84144 (Name and address of agent for service) (801) 538-2424 (Telephone number, including area code, of agent for service)
Calculation of Registration Fee Proposed Proposed Title of maximum maximum Amount securities to Amount to be offering price aggregate of be registered registered per unit (1) offering price registration fee - ---------------- --------------- --------------- --------------- ----------------- Common Stock, 300,000 shares $9.75 $2,925,000 $1,008.63 par value $.001
(1) Computed pursuant to Rule 457(h)(1) upon the basis of the exercise price of the options granted pursuant to the plan for the purchase of the Company's common stock as determined in accordance with paragraph (c) of Rule 457. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The Registrant hereby incorporates by reference and makes a part of this Registration Statement the following documents, which constitute the "prospectus" required by Section 10(a) of the Securities Act of 1933, as amended (the "Act"), and Rule 428(b)(1) promulgated under the Act, as provided in Rule 428(a)(1) under the Act: (a) The Registrant's annual report on Form 10-KSB for the year ended December 31, 1994; (b) The Registrant's Information Statement, dated November 1995, in connection with the Annual Meeting of Shareholders held December 14, 1995; (c) The Registrant's quarterly reports on Form 10-QSB for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995; (d) The description of the Registrant's Common Stock contained in a Registration Statement on Form 10, effective in April 1993. Item 8. Exhibits The following exhibits are filed as required by Item 601 of Regulation S-B: 5.1 Opinion of Durham, Evans, Jones & Pinegar, P.C. 24.1 Independent Auditor's Consent (previously filed) 24.2 Consent of Durham, Evans, Jones & Pinegar, P.C. (included in its opinion filed as Exhibit 5.1 to this Registration Statement) 25.1 Power of Attorney (included on page 3 of the Registration Statement) (previously filed) Item 9. Undertakings (a) The Registrant hereby undertakes to: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on July 18, 1996. USANA, INC. /s/ KEVIN R. PINEGAR --------------------------------- By: Kevin R. Pinegar, Attorney in fact