UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 21, 2005
NATURAL HEALTH TRENDS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-26272
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59-2705336 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2050 Diplomat Drive, Dallas, Texas
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75234 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(972) 241-4080
(Registrant’s Telephone Number, Including Area Code)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
The
information set forth under Item 2.01 of this report is hereby
incorporated into Item 1.01 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 21, 2005, Natural Health Trends Corp. (the “Company”) entered into a Stock Purchase
Agreement dated as of December 21, 2005 with Bannks Foundation, a Lichtenstein foundation and owner
of 49% of the common shares of KGC Networks Pte Ltd, a Singapore corporation (“KGC Networks”),
pursuant to which the Company sold to Bannks Foundation 51,000 common shares representing 51% the
outstanding shares of capital stock of KGC Networks for a total cash purchase price of U.S.
$350,000. KGC Networks was a Company subsidiary through which the Company’s Lexxus products were
sold into a separate network of independent distributors located primarily in Russia and other
Eastern European countries. As a result of this transaction, Bannks Foundation is the owner of all
of the issued and outstanding shares of KGC Networks and the Company will no longer consolidate the
financial statements of KGC Networks with its own.
In connection with the sale of its interest in KGC Networks, the Company entered into a separate
agreement with KGC Networks providing for the payment to the Company of 24 equal monthly
installments of approximately $169,000 each relating to inventories ordered and partially delivered
to KGC Networks, as well as the Company’s undertaking to continue to supply KGC Networks with
certain products for a period of at least 48 months. The parties also agreed to certain
arrangements with respect to Paymentech Inc., the present credit card provider to the Company and
KGC Networks.
Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits |
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10.1
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Stock Purchase Agreement dated December 21, 2005 between Natural Health Trends
Corp. and Bannks Foundation |
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10.2
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Agreement dated December 21, 2005 between Natural Health Trends Corp. and KGC
Networks Pte Ltd. |