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
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December 12, 2018
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Date of Report (Date of earliest event reported)
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NU SKIN ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-12421
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87-0565309
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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75 West Center Street
Provo, Utah 84601
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(Address of principal executive offices and zip code)
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(801) 345-1000
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(Registrant's telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| Item 2.05 |
Costs Associated with Exit or Disposal Activities.
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On December 12, 2018, Nu Skin Enterprises, Inc. (the “Company,” “we” or “our”) adopted a restructuring program. This program is a strategic plan to align our resources
and capabilities to support our vision of being a world-leading business platform. We believe that this restructuring program will accelerate our ability to achieve our future growth objectives and priorities. It primarily impacts our information
technology infrastructure and organization and other departments within our corporate and Americas offices. We expect that the actions contemplated under the restructuring program will be substantially completed by December 31, 2018.
We estimate that the implementation of the restructuring program will result in pre-tax charges of approximately $70 million in the fourth quarter of 2018, consisting
primarily of non-cash charges for the impairment of information technology infrastructure, including internally developed software, of approximately $50 million and the balance related to severance payments and other related expenses. The Company
determined that the impairment charge was required on December 13, 2018. These charges were not reflected in our previously announced 2018 fourth-quarter or full-year financial guidance.
| Item 2.06 |
Material Impairments.
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The information set forth in Item 2.05 is incorporated by reference herein.
Important Information Regarding Forward-Looking Statements: This report contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that represent the Company’s current expectations and beliefs. All
statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws and include, but are not limited to, statements regarding the restructuring program, including its outcomes and
anticipated charges and the timing of such charges. In some cases, you can identify these statements by forward-looking words such as “will,” “believe,” “expect,” “estimate,” “plan,” “would,” “could,” the negative of these words and other similar
words. The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein. These risks and
uncertainties include, but are not limited to, the Company’s ability to successfully execute the restructuring program; uncertainties that may delay or negatively impact the timing, completion, or anticipated outcomes and costs associated with
the restructuring program; damage to the Company’s reputation; workforce attrition beyond planned reductions; and any legal challenges related to the restructuring program. Other risks and uncertainties that can affect actual results are set
forth in the documents the Company has filed with the Securities and Exchange Commission. The forward-looking statements set forth the Company’s beliefs as of the date that such information was first provided, and the Company assumes no duty to
update the forward-looking statements contained in this report to reflect any change except as required by law.
SIGNATURE
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 hereunto
duly authorized.
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NU SKIN ENTERPRISES, INC.
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(Registrant)
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/s/ Mark H. Lawrence
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Mark H. Lawrence
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Chief Financial Officer
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Date: December 17, 2018
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