UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) October 31, 2005
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NATURAL HEALTH TRENDS CORP.
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(Exact name of Company as specified in its charter)
Delaware 0-26272 59-2705336
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(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
12901 Hutton Drive Dallas, TX 75234
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code (972) 241-4080
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
On October 31, 2005, the Board of Directors of Natural Health Trends
Corp. (the "Company") authorized the issuance of options to purchase a total of
130,000 shares of the Company's common stock to the members of the Company's
Board of Directors and certain members of management. Each of the options are
exercisable at $10.01 per share (the closing price on the date of issuance).
Options to purchase 7,500 shares of the Company's common stock were issued to
each of the three members of the Company's Board of Directors which options vest
immediately.
In addition, certain executive officers and employees were issued
options that vest over a three year period, including: Robert H. Hesse, the
Company's recently appointed Interim Chief Executive Officer (30,000 options);
Chris Sharng, the Company's Executive Vice President and Chief Financial Officer
(15,000 options); Richard Johnson, the Company's President-Japan (15,000
options); Curtis Broome, the Company's President of Greater China and Southeast
Asia (12,500 options); and Timothy S. Davidson, the Company's Chief Accounting
Officer (7,500).
The options were issued under the Company's 2002 Stock Option Plan and
pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01(c) Financial Statements and Exhibits.
10.1 Form of Notice of Grant and Stock Option Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATURAL HEALTH TRENDS CORP.
Date: November 3, 2005 By: /s/ ROBERT H. HESSE
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Name: Robert H. Hesse
Title: Interim Chief Executive Officer
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