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--12-28 Q3 2020

 

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or

 

 

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(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices) (Zip Code)

 

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 30, 2020, 21,037,938 shares of common stock, $.001 par value, of the registrant were outstanding.

 

 

 

USANA Health Sciences, Inc. (the “Company,” “we”, “us”, “our”) is filing this amendment (this “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended September 26, 2020 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission (“the Commission”) on November 3, 2020, solely to correct a typographical error in a table inserted in Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 15 that incorrectly presents the percentage of total product revenue contributed by our USANA® Nutritionals and USANA Foods product lines, and our top-selling products as follows: “Optimizers” is corrected to read “63%” instead of “64%”, “Essentials/CellSentials” is corrected to read “20%” instead of “21%”, “USANA Foods” is corrected to read “11%” instead of “9%”, “USANA® Essentials/CellSentials” is corrected to read “13%” instead of “14%”, “Proflavanol®” is corrected to read “11%” instead of “9%, and ‘Probiotic” is corrected to read “10%” instead of “9”.  No other corrections or changes were required to be made to the table on page 15. The corrected table is below, and replaces in its entirety the table originally included on page 15 of the Form 10-Q:

 

The following table summarizes the approximate percentage of total product revenue that has been contributed by our major product lines and our top-selling products for the current and prior-year periods as indicated:

 

 

*Represents a product line consisting of multiple products, as opposed to the actual USANA® Essentials / CellSentials product.

 

In connection with the filing of this Form 10-Q/A and pursuant to the rules of the Commission, the Company is including with this Form 10-Q/A new certifications by its Chief Executive Officer and Chief Financial Officer, which are filed as exhibits hereto. Accordingly, this Form 10-Q/A amends Part II, Item 6 in the Form 10-Q to reflect the filing of the new certifications, and to reflect that the other exhibits filed with the Form 10-Q are incorporated by reference in this Amendment to such exhibits as filed with the Form 10-Q.

 

This Form 10-Q/A should be read in conjunction with the Form 10-Q, which remains in effect as of its date. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.

 

 

 

Exhibits marked with an asterisk (*) are filed herewith.

 

 

 

 

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 thereunto duly authorized.

 

Date: November 5, 2020