USANA, INC. [LOGO]
3838 West Parkway Blvd.
Salt Lake City, Utah 84120-6336
(801) 954-7100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 1997
To the Shareholders:
Notice is hereby given that the Annual Meeting of the Shareholders of
USANA, Inc. ("the Company") will be held at the Hilton Hotel, 150 West 500
South, Salt Lake City, Utah on Thursday, May 29, 1997, at 10:00 a.m., Mountain
Daylight Savings Time, for the purposes discussed in the following pages and
which are made part of this Notice:
1. To elect five directors to serve for one year each, until the next
annual meeting of shareholders and until his or her successor is elected and
shall qualify;
2. To approve the Board of Directors' selection of Grant Thornton LLP, as
the Company's independent public accountants; and
3. To consider and act upon any other matters that properly may come before
the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business on April
9, 1997, as the record date for the determination of shareholders having the
right to receive notice of, and to vote at, the Annual Meeting of Shareholders
and any adjournment thereof. A list of such shareholders will be available
for examination by a shareholder for any purpose germane to the meeting during
ordinary business hours at the offices of the Company at 3838 West Parkway
Blvd., Salt Lake City, Utah, during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed proxy which is
solicited by the Board of Directors of the Company and will be voted as
indicated in the accompanying proxy statement and proxy. Your vote is
important. Please sign and date the enclosed Proxy and return it promptly in
the enclosed return envelope whether or not you expect to attend the meeting.
The giving of your proxy as requested hereby will not affect your right to
vote in person should you decide to attend the Annual Meeting. The return
envelope requires no postage if mailed in the United States. If mailed
elsewhere, appropriate postage must be affixed. Your proxy is revocable at
any time before the meeting.
By Order of the Board of Directors,
/S/ Myron Wentz
Dr. Myron Wentz, Chairman
Salt Lake City, Utah
April 25, 1997
USANA, INC. [LOGO]
3838 West Parkway Blvd.
Salt Lake City, Utah 84120-6336
(801) 954-7100
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of USANA, Inc.
("USANA" or the "Company") for use in voting at the Annual Meeting of
Shareholders to be held at the Hilton Hotel, 150 West 500 South, Salt Lake
City, Utah on Thursday, May 29, 1997, at 10:00 a.m., Mountain time, and at any
postponement or adjournment thereof, for the purposes set forth in the
attached notice. When proxies are properly dated, executed and returned, the
shares they represent will be voted at the Annual Meeting in accordance with
the instructions of the shareholder completing the proxy. If no specific
instructions are given, the shares will be voted FOR the election of the
nominees for directors set forth herein, and FOR ratification of the selection
of Grant Thornton LLP as the independent auditors of the Company. A
shareholder giving a proxy has the power to revoke it at any time prior to its
exercise by voting in person at the Annual Meeting, by giving written notice
to the Company's Secretary prior to the Annual Meeting or by giving a later
dated proxy.
The presence at the meeting, in person or by proxy, of shareholders
holding in the aggregate a majority of the outstanding shares of the Company's
common stock entitled to vote shall constitute a quorum for the transaction of
business. The Company does not have cumulative voting for directors; a
plurality of the votes properly cast for the election of directors by the
shareholders attending the meeting, in person or by proxy, will elect
directors to office. A majority of votes properly cast upon any question
presented for consideration and shareholder action at the meeting, other than
the election of directors, shall decide the question. Abstentions and broker
non-votes will be counted for purposes of establishing a quorum, but will not
count as votes cast for the election of directors or any other questions and
accordingly will have no effect. Votes cast by shareholders who attend and
vote in person or by proxy at the Annual Meeting will be counted by inspectors
to be appointed by the Company.
The close of business on April 9, 1996, has been fixed as the record date
for determining the shareholders entitled to notice of, and to vote at, the
Annual Meeting. Each share shall be entitled to one vote on all matters. As
of the record date there were 6,355,119 shares of the Company's common stock
outstanding and entitled to vote. For a description of the principal holders
of such stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" below.
This Proxy Statement and the enclosed Proxy are being furnished to
shareholders on or about April 25, 1997.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors shall be
determined from time to time by the shareholders or the Board of Directors, but
that there shall be no less than three. Presently the Company's Board of
Directors consists of five members, all of whom are nominees for election or
reelection at the Annual meeting. Each director elected at the Annual meeting
will hold office until a successor is elected and qualified, or until the
director resigns, is removed or becomes disqualified. Unless marked
otherwise, proxies received will be voted FOR the election of each of the
nominees named below. If any such person is unable or unwilling to serve as a
nominee for the office of director at the date of the Annual Meeting or any
postponement or adjournment thereof, the proxies may be voted for a substitute
nominee, designated by the proxy holders or by the present Board of Directors
to fill such vacancy, or for the balance of those nominees named without
nomination of a substitute, or the Board may be reduced accordingly. The Board
of Directors has no reason to believe that any of such nominees will be
unwilling or unable to serve if elected as a director.
The nominees for the Board of Directors are Myron Wentz, Ph.D., David A.
Wentz, Ronald S. Poelman, Suzanne Winters, Ph.D. and Robert Anciaux. The
following information is furnished with respect to the nominees. Stock
ownership information is shown under the heading "Security Ownership of
Certain Beneficial Owners and Management" and is based upon information
furnished by the respective individuals.
Myron Wentz, Ph.D., 56, has been the President and Chairman of the Board
of Directors of the Company since its inception. From 1969 to 1973, Dr. Wentz
served as Director of Microbiology for Methodist Medical Center, Proctor
Community Hospital, and Pekin Memorial Hospital, all in Peoria, Illinois. Dr.
Wentz received a Ph.D. in microbiology with an emphasis in immunology from the
University of Utah, an M.S. in microbiology from the University of North
Dakota, and a B.S. in biology from North Central College, Naperville,
Illinois. Dr. Wentz founded Gull Laboratories, Inc. ("Gull"), the former
parent of USANA, in 1973, and retains the position of Chairman of the Board of
that company. Gull develops, manufactures and sells medical diagnostic test
kits and related products.
David A. Wentz, 26, received a B.S. degree in bioengineering from the
University of California, San Diego in 1993. Mr. Wentz served with the
Company first on a part-time basis and then was employed by the Company full
time in 1994. He has served as a director of the Company since its spinoff
from Gull in 1993. From 1994 until 1995, he served as Vice President and
Executive Vice President of the Company. David A. Wentz is the son of Dr.
Myron Wentz.
Ronald S. Poelman, 43, has been a member of the Company's Board of
Directors since 1995. He currently is a partner in the Salt Lake City, Utah
law firm of Jones, Waldo, Holbrook & McDonough, where he is head of the
Corporate Finance Group. Prior to joining Jones, Waldo, Holbrook & McDonough
in 1993, Mr. Poelman was a shareholder at the Salt Lake City law firm of
Parsons, Behle & Latimer from 1989 to 1992. His specialty is corporate and
securities law. Mr. Poelman received a B.A. in English from Brigham Young
University and a J.D. from the University of California, Berkeley.
Suzanne Winters, Ph.D., 43, joined the Board of Directors in July, 1996.
Dr. Winters has been the State Science Advisor for the State of Utah since
1993. In that capacity, Dr. Winters advises the Governor and the State
Legislature on matters related to science and technology and their
applications to government, industry and public issues. From 1990 to 1993,
Dr. Winters was the President of MC2 - Membranes and Coatings Consultants,
Inc., a Salt Lake City, Utah-based business providing management services with
respect to research and development for implantable, continuous,
self-calibrating blood gas, pH, and electrolyte sensors and intravenous bubble
oxygenators, and other technology-related management services. Dr. Winters
received a doctorate degree in pharmaceutics from the University of Utah in
1986.
Robert Anciaux, 51, is a resident of Brussels, Belgium. Mr. Anciaux was
appointed to the Board in July, 1996. Since 1982, Mr. Anciaux has been
self-employed as a venture capitalist in Europe, investing in various
commercial, industrial and real estate venture companies in Belgium and
abroad. Mr. Anciaux has been involved for a number of years as a shareholder
of various companies that manage institutional or private investment funds.
In some of these privately-held companies, Mr. Anciaux has also served as a
director.
Except for Dr. Wentz and his son David, there is no family relationship
between any executive officer or director of the Company and any other
executive officer or director.
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION
The Company's Board of Directors took action at two duly noticed meetings
of the Board during the fiscal year ended December 28, 1996 and acted on other
occasions by unanimous written consent. Each director attended at least 75%
of the Company's special meetings of the Board of Directors. The Board has an
Audit Committee comprised of two outside directors of the Company, Mr. Poelman
and Mr. Anciaux. The Board also has an Executive Committee, the members of
which are Dr. Wentz, Mr. Wentz and Mr. Poelman. During fiscal 1996, the Audit
Committee held one meeting, attended by both members of the Committee, and the
Executive Committee held four meetings, attended by all members of that
committee.
All Directors received an initial grant of options to purchase shares
pursuant to the 1995 Directors' Stock Option Plan (the "Director Plan") as
described below. Except for the grant of options pursuant to the Director
Plan, the Company's directors receive no fees or other compensation for their
service on the Board meetings or otherwise participating in meetings of the
Board, whether in person or by telephone, although the Company's policy is to
reimburse directors for their out-of-pocket expenses incurred in connection
with their services as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR
EXECUTIVE OFFICERS
In addition to the previously named directors and executive officers, the
following individuals serve as executive officers of the Company:
Dallin Larsen, 37, is the Company's Vice President of Sales. He has
been employed by the Company since January 1993. He has been actively
involved in network marketing since 1989 and, for seven years, served as
president of a corporation that owned weight-loss clinics in several states.
Mr. Larsen graduated from Brigham Young University with a B.S. degree in
finance in 1986.
John ("Jeb") McCandless, IV, 49, until his appointment as Vice President
of Operations in 1996, was employed as the Director of Scientific Operations
of the Company beginning in October, 1995. Before joining the Company, he was
a consultant with Apogee Strategic Services, of Sandy, Utah from January
1994. From September 1987 to December 1993, Mr. McCandless was the President
of Utah Biomedical Test Laboratory, located in Salt Lake City, Utah, where he
supervised that company's business of contract research and scientific
testing. He also served in Managerial positions in toxicology at both Atlantic
Richfield Company in Los Angeles and at Biodynamics, Inc. in New Jersey. Mr.
McCandless received a B.A. degree in zoology from the University of
California, Santa Barbara, an M.S. in pathology from the University of Utah,
and M.A. and M.B.A. degrees from Claremont Graduate School in California.
Gilbert A. Fuller, 56, has served as the Vice President of Finance of the
Company since June 1996. Prior to joining the Company, Mr. Fuller was the
Executive Vice President of Winder Dairy, Inc., a regional commercial dairy
operation located in Utah. From May 1991 through October 1993, Mr. Fuller was
Chief Administrative Officer and Treasurer of Melaleuca, Inc., a manufacturer
and network marketing distributor of personal care products located in Idaho.
From July 1984 through January 1991, Mr. Fuller was the Vice President and
Treasurer of Norton Company of Worcester, Massachusetts, a multi-national
manufacturer of ceramics and abrasives. Mr. Fuller is a Certified Public
Accountant and holds a B.S. degree in accounting and a M.B.A. degree from the
University of Utah.
Mark Petersen, 46, was promoted to the position of Vice President of
International Development in October 1996 after joining the Company in July
1996. He has worked with Carlson Financial Services in Denver, Colorado,
NuSkin International, Inc., Provo, Utah and most recently as International
Vice President of Franklin Quest, Co., Salt Lake City, Utah. At NuSkin and
Franklin Quest, Mr. Petersen was involved with creating, building and managing
corporate operations in Asia, Europe, Canada, Latin America and the South
Pacific. Mr. Petersen holds a B.A. degree from the University of Colorado and
a J.D. degree from Brigham Young University.
In addition to the directors and executive officers identified above, the
following individuals are significant employees who supervise or oversee
research and development and marketing of products.
Dr. Timothy Wood, 48, is Director of Research and Development for USANA.
In this position, he coordinates the Company's activities in product
development and technical product support. Dr. Wood holds a Ph.D. in biology
from Yale University and an MBA in technology management from the Gore School
of Business at Westminster College.
Dr. John McDonald, 61, is Senior Scientist at the Company and is
responsible for new product formulation, research and provides expert advise
to technical services. He has been with the Company since its inception as a
Gull division in 1990. Dr. McDonald holds a Ph.D. from the University of Utah
in experimental biology, and received his training from the Department of
Pathology at the University of Utah Medical School.
EXECUTIVE COMPENSATION
The Company's President and Chief Executive Officer, Dr. Wentz, has
served in those positions since 1992. Dr. Wentz receives no salary or other
compensation for his services to the Company. The following table summarizes
the compensation of the Chief Executive Officer of the Company during fiscal
year 1996 and the only executive officer of the Company who earned $100,000 or
more during the last fiscal year of the Company and the amounts earned by each
of them during the past three fiscal years:
Summary Compensation Table
Annual Compensation
-------------------------------------------------------
Other Long-term
Name Annual Compensation All other
and Compensa- Awards of Compensa-
Principal Salary Bonus tion Stock Options tion
Position Year ($) ($) ($) (#) ($)
- --------------- ------ --------- ---------- ------------- ------------- ---------
Dr. Myron Wentz
CEO/President 1994 0 0 0 0 0
1995 0 0 0 0 0
1996 0 0 0 0 0
Dallin Larsen
Vice President 1994 89,113 200 0 0 1,625[3]
Sales 1995 131,834 9,849 5,354[1] 140,000[2] 3,125[3]
1996 134,615 8,678 6,757[1] 0 3,125[3]
- ----------------------------------
[1] Represents the approximate value of the employee's use of a
Company-owned car.
[2] Shares subject to issuance upon exercise of options granted under a
compensation plan.
[3] Represents the Company's matching contribution to employee's 401(k)
plan.
Stock Option Grants in Fiscal 1996
The Company did not grant any stock options or stock appreciation rights
("SARs") to the above named executive officers in fiscal 1996.
Exercises of Stock Options in Fiscal 1996
The following table sets forth certain information concerning the
exercise of options by the officers named in the Summary Compensation Table,
above, during fiscal 1996:
Aggregated Option Exercises in Fiscal Year 1996
and Fiscal Year-End Option Values
-------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options At Options At
Shares Value December 28, 1996 December 28, 1996
Acquired on Realized (#) ($)
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------- ------------ ------------ ------------------------- -------------------------
Dr. Myron Wentz 0 0 0/0 0/0
Dallin Larsen 20,000 459,000 0/120,000 0/1,778,400[1]
- ------------------------
(1) The aggregate dollar value of the in-the-money unexercised options
held at December 28, 1996 is calculated as the difference between the fair
market value of the securities underlying such options at December 28, 1996
($17.87 per share) and the exercise price of $3.05 per share.
Compensation Plans
At the Annual Meeting of shareholders in 1995, the Company's shareholders
approved the Company's 1995 Long-Term Stock Investment and Incentive Plan (the
"Incentive Plan") and the Director's Stock Option Plan (the "Director Plan").
1995 Long-Term Stock Investment and Incentive Plan
The Incentive Plan provides for the award of incentive stock options to
key employees and the award of nonqualified stock options, stock appreciation
rights, bonus rights, and other incentive grants to employees and certain
non-employees (but not Directors who also serve as members of the committee
that administers the Incentive Plan) who have important relationships with the
Company or its subsidiaries. 1,400,000 shares are available for issuance
pursuant to awards granted under the Incentive Plan. The Executive Committee
of the Board of Directors presently acts as the committee that administers the
Incentive Plan (the "Plan Committee").
Stock Option Grants. The Plan Committee may grant Incentive Stock
Options ("ISOs") and Non-Statutory Stock Options ("NSOs") under the Incentive
Plan. With respect to each option grant, the Plan Committee will determine
the number of shares subject to the option, the option price, the period of
the option, the time or times at which the option may be exercised (including
whether the option will be subject to any vesting requirements and whether
there will be any conditions precedent to exercise of the option), and the
other terms and conditions of the option.
Stock Appreciation Rights ("SARs") may be granted under the Incentive
Plan. Each SAR entitles the holder, upon exercise, to receive from the
Company an amount equal to the excess of the fair market value on the date of
exercise of one share of Common Stock of the Company over its fair market
value on the date of grant (or, in the case of a SAR granted in connection
with an option, the excess of the fair market value of one share of Common
Stock of the Company over the option price per share under the option to which
the SAR relates), multiplied by the number of shares covered by the SAR, may
be made in Common Stock, in cash, or in any combination of Common Stock and
cash. No SARs have been granted under the Incentive Plan.
Restricted Stock. The Plan Committee may issue shares of Common Stock
under the Incentive Plan subject to the terms, conditions, and restrictions
determined thereby. Upon the issuance of restricted stock the number of
shares reserved for issuance under the Incentive Plan will be reduced by the
number of shares issued. No restricted shares have been granted under the
Incentive Plan.
Cash Bonus Rights. The Plan Committee may grant cash bonus rights under
the Incentive Plan in connection with (i) options granted or previously
granted, (ii) SARs granted or previously granted, (iii) stock bonuses awarded
or previously awarded and (iv) shares issued under the Incentive Plan. No
bonus rights have been granted under the Incentive Plan.
Changes in Capital Structure. The Incentive Plan provides that if the
outstanding Common Stock of the Company is increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of any recapitalization,
stock split or certain other transactions, appropriate adjustment will be made
by the Plan Committee in the number and kind of shares available for grants
under the Incentive Plan. In addition, the Incentive Plan Committee will make
appropriate adjustments in the number and kind of shares as to which
outstanding options will be exercisable. In the event of a merger,
consolidation or other fundamental corporate transformation, the Board may, in
its sole discretion, permit outstanding options to remain in effect in
accordance with their terms; to be converted into options to purchase stock in
the surviving or acquiring corporation in the transaction; or to be exercised,
to the extent then exercisable, during a period prior to the consummation of
the transaction established by the Plan Committee or as may otherwise be
provided in the Incentive Plan.
During the fiscal year ended December 28, 1996, the Company granted options
to employees and consultants under the Incentive Plan for the purchase of a
total of 425,000 shares of the Company's common stock. As of the end of
fiscal 1996, there were options outstanding under the Incentive Plan for the
purchase of an aggregate of 775,000 shares of common stock. As of March 1,
1997, the Plan Committee adjusted the exercise price of options covering
approximately 400,000 shares of common stock under the Incentive Plan, as well
as options for 125,000 shares granted during fiscal 1996 to two new directors
of the Company under the Director Plan described below. These options had
previously been granted under the two plans at exercise prices ranging from
$17.93 to $21.04 per share. The adjustment was made to bring the exercise
prices more closely in line with the current market price of the Company's
common stock. The new exercise price of these options is $15.66 per share and
was based on the average market price quoted for the Company's common stock
for the five days preceding March 1, 1997, as reported by Nasdaq. No options
held by the executive officers named in the "Summary Compensation Table,"
above, were affected by this repricing.
Remuneration of Directors
Director Plan
The Director Plan provides for the award of options to purchase Common
Stock to directors of the Company to attract, reward, and retain the best
available personnel to serve as directors and to provide added incentive to
such persons by increasing their ownership interest in the Company.
Administration The Director Plan is administered by the Executive
Committee of the Board of Directors of the Company (the "Committee").
Subject to the requirements of the Director Plan, the Committee has the
authority to, among other things, interpret the Director Plan and prescribe,
amend, and rescind rules and regulations relating thereto, and make all
determinations deemed necessary or advisable to administer the Director Plan.
No Director may vote on any action by the Board with respect to any matter
relating to an award held by such Director. The Director Plan is intended to
comply with and is administered in accordance with Rule 16b-3 adopted under
the Exchange Act.
Eligibility Options may be awarded under the Director Plan only to
directors of the Company.
Shares Available The total number of shares of Common Stock that may be
issued pursuant to options under the Director Plan may not exceed 600,000
shares. If any option awarded under the Director Plan is forfeited or not
exercised, the shares that would have been issued upon the exercise of such
option will again be available for purposes of the Director Plan.
Term Unless earlier suspended or terminated by the Board, the Director
Plan will continue in effect until the earlier of: (i) ten years from the date
on which it is adopted by the Board, and (ii) the date on which all shares
available for issuance under the Director Plan have been issued.
Initial Award Persons who become directors after the Effective Date of
the Director Plan receive an option to purchase 62,500 shares of Common Stock
(the "Initial Award") upon such person's first election or appointment to the
Board. A director may decline the award at his or her sole discretion. Dr.
Wentz declined his initial grant. All other directors of the Company received
a grant under this provision of the Director Plan.
Vesting and Forfeiture. Options granted pursuant to an Initial Award
vest at the rate of 12,500 shares per year over 5 years, beginning on the
first anniversary after the date of the Initial Award. If a director is
unable to continue his or her service as a director as a result of disability
or death, unvested shares of such director immediately become vested as of
the date of disability or death. In the event of a merger, consolidation or
plan of exchange to which the Company is a party and in which the Company is
not the survivor, or a sale of all or substantially all of the Company's
assets, any unvested options will vest automatically upon the closing of such
transaction.
Status Before Exercise. The holder of an option will not be a
shareholder of record with respect to any shares associated with an option
until the exercise of such option. No director may transfer any option except
by will or the laws of succession.
During the fiscal year ended December 28, 1996, the Company's directors
were not paid for attendance at director's meetings or otherwise compensated
for their services as directors, except for the stock option grants described
above under the Director Plan. The Company pays all expenses incurred by
directors in connection with their attendance at or participation in board
meetings or otherwise incurred in the scope of their duties. During 1996,
options for the purchase of a total of 125,000 shares of stock were granted
under the plan to the two new directors of the Company, Dr. Winters and Mr.
Anciaux, under the Initial Award as described above. As of December 28, 1996,
there were options outstanding under the Director Plan for the purchase of a
total of 237,500 shares of common stock of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 16, 1997, the number of
shares of the Company's common stock, no par value, of all persons known to
the Company to be beneficial owners of more than five percent of the Company's
voting securities and by the executive officers and directors of the Company
individually and as a group. Except as indicated in the footnotes below, each
of the persons listed exercises sole voting and investment power over the
shares of the Company's common stock listed for such person in the table.
Name/Address of 5% Number of Shares Percent of Class [1]
Beneficial Owner,
Director, Officer
- ------------------------------ ------------------ ---------------------
Myron Wentz, Ph.D. 3,957,116 [2] 62.3%
President and Chief Executive Officer
3838 West Parkway Blvd.
Salt Lake City, Utah 84120
Gull Holdings, Ltd. 3,957,116 62.3
5% Beneficial Owner
4 Finch Road
Douglas, Isle of Man
David Wentz 18,500 [3] *
Director, Vice President
3838 West Parkway Blvd.
Salt Lake City, Utah 84120
Ronald S. Poelman 12,500 [3] *
Director
170 South Main Street, Suite 1500
Salt Lake City, Utah 84101
Suzanne Winters, Ph.D. 0 -
Director
Office of Planning and Budget
116 State Capitol Building
Salt Lake City, Utah 84114
Robert Anciaux 0 -
Director
S.E.I.
Av Du Manoir 30
1410 Waterloo, Belgium
John ("Jeb") McCandless, IV 20,000 [3] *
Vice President
3838 W. Parkway Blvd.
Salt Lake City, Utah 84120
Gilbert A. Fuller 0 -
Vice President
3838 W. Parkway Blvd.
Salt Lake City, Utah 84120
Dallin Larsen 26,000 [3] *
Vice President
3838 West Parkway Blvd.
Salt Lake City, Utah 84120
Mark Petersen 0 -
Vice President
3838 W. Parkway Blvd.
Salt Lake City, Utah 84120
Officers and Directors
as a group (9 persons) 4,034,116 [3] 63.5%
_________________________
* Less than one percent. Officer and Director group total does not
include duplicate entries.
(1) Percentages rounded to nearest one-tenth of one percent.
(2) All shares held of record by Gull Holdings, Ltd. ("Holdings"), an
Isle of Man company owned 100% by Dr. Wentz. Because of his control of
Holdings, Dr. Wentz is deemed to be the beneficial owner of the shares owned of
record by Holdings.
(3) Includes shares issuable pursuant to options which are presently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a)
of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who beneficially own more than ten percent of the
Company's common stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than ten percent shareholders are also required by regulation of the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) forms which they file.
Based solely upon a review of the forms and amendments thereto furnished
to the Company under Rule 16a-3(e) during the fiscal year ended December 28,
1996, and with respect to such year, as well as certain representations of the
officers and directors specified by such rule, the Company believes that all
reports required to be filed pursuant to Section 16(a) were filed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1995, Holdings, the Company's majority shareholder, agreed to
arrange up to $2.5 million in financing to the Company to facilitate the
purchase of real property and construction of the Company's new corporate
headquarters and manufacturing facility. Pursuant to its agreement with the
Company, Holdings agreed to provide direct funding and to secure a $3.0
million letter of credit to facilitate additional bank funding for the
Company. In consideration for its capital contribution and assistance,
Holdings was issued 952,381 shares of the Company's restricted common stock.
Holdings assistance was required by the bank due to the Company's limited
operating history. The Company also paid a $45,000 bank fee associated with
the letter of credit.
On July 27, 1995, Dr. Wentz conveyed to the Company a condominium
property located in Salt Lake City, Utah (the "Condominium") in exchange for
11,996 shares of the Company's restricted common stock valued at approximately
$31,500. The Company believes that such value constituted both the fair value
of the Company's restricted stock and the fair value of the equity in the
Condominium at the time of the exchange.
In August 1995, after payment of mortgage debt and taxes of approximately
$70,000, the Company sold the Condominium to David Wentz for the purchase
price of $101,500, which was, in the Company's belief, the fair market value
of the Condominium.
-----------------------------------------------
PROPOSAL 2 -- APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Grant Thornton LLP, as
the independent public accountant to audit the financial statements of the
Company and its subsidiaries for the fiscal year ending December 27, 1997.
Grant Thornton LLP served as the Company's independent public accountant for
the fiscal year ended December 31, 1995 and the fiscal year ended December 28,
1996.
At the Annual Meeting, shareholders will be asked to ratify the selection
by the Board of Directors of Grant Thornton LLP as the Company's independent
accountant.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS
Representatives of Grant Thornton LLP, are expected to attend the 1997
Annual Meeting and will have an opportunity to make a statement if they desire
to do so, and they will be available to answer appropriate questions from
shareholders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present a matter for action at the 1997 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by mail,
certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no such
third party has been engaged by the Company as of the date hereof. The
Company will also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting materials to the beneficial owners of Common
Stock held of record and will reimburse such persons for forwarding such
material. The cost of this solicitation of proxies will be borne by the
Company.
ANNUAL REPORT
Copies of the Company's Annual Report on Form 10-KSB (including financial
statements and financial statements schedules) filed with the Securities and
Exchange Commission may be obtained without charge by writing to the Company -
Attention: Investor Relations, 3838 West Parkway Blvd., Salt Lake City, Utah
84120-6336.
A copy of the Company's 1996 Annual Report to Shareholders is being
mailed with this Proxy Statement, but is not deemed a part of the proxy
soliciting material.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation in connection with the 1998 Annual Meeting of
Shareholders must be received by the Company by December 27, 1997. The
proposal must be in accordance with the provisions of Rule 14a-8 promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934. The Company suggests that any such request be submitted by certified
mail - return receipt requested. The Board of Directors will review any
proposal which is received by December 27, 1997, and determine whether it is a
proper proposal to present to the 1998 Annual Meeting.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors,
/S/ Myron Wentz
Dr. Myron Wentz, Chairman
Salt Lake City, Utah
April 25, 1997
PROXY
USANA, INC. [LOGO]
USANA, INC.
a Utah corporation
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. Myron Wentz and Gilbert Fuller and each of
them as Proxies, with full power of substitution, and hereby authorizes them
to represent and vote, as designated below, all shares of Common Stock of the
Company held of record by the undersigned as of April 9, 1997, at the Annual
Meeting of Shareholders to be held at the Hilton Hotel, 150 West 500 South,
Salt Lake City, Utah on Thursday, May 29, 1997, at 10:00 a.m., Mountain
Daylight Savings Time or at any adjournment thereof.
1. Election of Directors.
FOR WITHHOLD AS TO ALL FOR ALL EXCEPT
/ / / / / /
(INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE, INDICATE THE
NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY BY STRIKING A LINE
THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)
Myron Wentz, Ph.D. David Wentz Ronald S. Poelman
Suzanne Winters, Ph.D. Robert Anciaux
2. To approve and ratify the selection of Grant Thornton LLP as the
Company's independent accountants.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
DATE:____________ ______________________________________________
Signature
______________________________________________
Signature of co-tenant holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN SHARES ARE HELD BY
CO-TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON. PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE