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 12, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On October 12, 2005, Natural Health Trends Corp. (the "Company")
received a letter from The Nasdaq Stock Market stating that the Company is not
in compliance with Marketplace Rule 4350. Specifically, due to the resignation
of Robert H. Hesse from the Company's Audit Committee (which was previously
disclosed), the Company's Audit Committee is not comprised of three independent
directors. Pursuant to Marketplace Rule 4350(d)(4), the Company has been
provided with the opportunity to cure such non-compliance until the earlier of
its next annual stockholders' meeting or September 28, 2006.
The Company's Nominating Committee is in the process of identifying,
reviewing and evaluating appropriate candidates for appointment to the Board of
Directors as independent directors. The Company intends to appoint one or more
of the newly appointed independent directors to its Audit Committee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99. Press Release of the Company dated October 18, 2005.
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: October 18, 2005
By: /s/ ROBERT H. HESSE
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Name: Robert H. Hesse
Title: Interim Chief Executive Officer
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