Contact Information: Contact: Chris Sharng President Natural Health Trends Corp. (972) 241-4080
Natural Health Trends Corp. Announces It Re-Gains Nasdaq Compliance for Board Composition
| Source: Natural Health Trends Corp.
DALLAS, TX -- (MARKET WIRE) -- March 20, 2007 -- Natural Health Trends Corp. (NASDAQ : BHIP ), an
international direct selling company, today announced that, on March 16,
2007, the Nasdaq Stock Market, Inc. notified the Company that it is now in
compliance with Marketplace Rules 4350(d)(2) and 4350(c)(3) regarding the
composition of its Compensation Committees and Audit Committees. On March
1, 2007, Nasdaq had notified that Company that it was not in compliance
with those rules because of the resignation of two independent directors,
Colin J. O'Brien and Terrence M. Morris, from the Compensation and Audit
Committees. Nasdaq's staff considers this matter to now be closed.
On March 15, 2007, the Board of Directors of the Company appointed Randall
A. Mason, Sir Brian Wolfson, and Anthony B. Martino to the Board's
Compensation Committee. Sir Brian Wolfson was appointed Chairman of the
Compensation Committee. In addition, the Board appointed Randall A. Mason
and Sir Brian Wolfson to the Board's Audit Committee, which continues to be
chaired by Anthony B. Martino.
The Board of Directors had previously determined that Mr. Martino met the
SEC criteria of an "audit committee financial expert." On March 15, 2007,
the Board also determined that both Mr. Mason and Sir Brian meet the
financial oversight requirements for continued listing on the Nasdaq Global
Market. The Board also determined that Sir Brian and Mr. Martino are
"independent directors," as defined in Nasdaq's Marketplace Rule 4200.
Mr. Mason is the non-executive Chairman of the Board and is not a current
officer or employee, or a family member of a current officer or employee,
of the Company, but is not considered "independent" under Nasdaq rules
because of previously disclosed payments indirectly made to another entity
in which Mr. Mason is a minority shareholder and a former officer.
On March 15, 2007, the Board of Directors determined that exceptional and
limited circumstances existed and that it was in the best interest of the
Company and its shareholders to appoint Mr. Mason to the Compensation
Committee and the Audit Committee until one or more independent directors
have been elected to the Board of Directors, qualified and appointed to the
Compensation Committee and the Audit Committee, but in no event longer than
two years from his appointment to these committees.
In making this determination, the Board took into consideration Mr. Mason's
previous service on the Company's Audit Committee (past Chair), his
business experience and knowledge of the Company and the industry, and the
result of its previous investigation that concluded that Mr. Mason was not
involved in any misconduct nor received any pecuniary benefit from
previously disclosed related party transactions.
The Board of Directors also took into account the time it may take to
identify and qualify suitable candidates for election as independent
directors, as well as the immediate need of the Company to have a fully
functioning Compensation Committee and Audit Committee. The Company is
actively working to nominate at least three new independent directors, at
least one of whom would qualify to sit on the Audit Committee. Upon their
qualification and election, it is anticipated that Mr. Mason would step
down from the Compensation Committee and the Audit Committee in favor of
the anticipated new independent directors qualified to sit on those
committees.
About Natural Health Trends Corp.
Natural Health Trends Corp. is an international direct-selling company
operating through its subsidiaries in 15 countries throughout Asia, North
America, Europe and Latin America. The Company markets premium quality
personal care products under the NHT Global (formerly Lexxus International)
brand. Additional information can be found on the Company's Website,
www.naturalhealthtrendscorp.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995 -- Forward-looking statements in this release do not constitute
guarantees of future performance. Such forward-looking statements are
subject to risks and uncertainties that could cause our actual results to
differ materially from those anticipated. Such statements may relate, among
other things, to our relationship with our distributors; our need to
continually recruit new distributors; our internal controls and accounting
methods may require further modification; our need to raise additional
capital if revenues continue to decline; risks related to an SEC
investigation and securities litigation; adverse consequences from audit
committee investigations or management changes; regulatory matters
governing our products and network marketing system; regulatory matters
pertaining to direct-selling laws, specifically in China; our ability to
recruit and maintain key management and consultants; adverse publicity
associated with our products or direct selling organizations; product
liability claims; our reliance on outside manufacturers; risks associated
with operating internationally, including foreign exchange risks; product
concentration; dependence on increased penetration of existing markets; the
competitive nature of our business; and our ability to generate sufficient
cash to operate and expand our business. For a more detailed discussion of
the risks and uncertainties of our business, please refer to our Annual
Report on Form 10-K and our amended Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2005 filed with the Securities and Exchange
Commission. We assume no obligation to update any forward-looking
information contained in this press release or with respect to the
announcements described herein.