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):
July 10, 2007
USANA HEALTH SCIENCES, INC.
(Exact name of
registrant as specified in its charter)
Commission
File No. 0-21116
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Utah
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87-0500306
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(State or other
jurisdiction of
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(IRS Employer
Identification
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incorporation)
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Number)
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3838 West
Parkway Boulevard
Salt Lake
City, Utah 84120
(Address of
principal executive offices, Zip Code)
Registrant’s
telephone number, including area code: (801) 954-7100
Former name or
former address, if changed since last report: Not
Applicable
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:
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))
Item 4.01 Changes
in Registrant’s Certifying Accountant
On July 10, 2007
Grant Thornton LLP (“GT”) resigned
as the Company’s independent registered public accounting firm.
The reports of GT for the
Company’s fiscal years ended December 30, 2006 and December 31, 2005 contained
no adverse opinions, disclaimer of opinion, or qualification or modification as
to uncertainty, audit scope or accounting principles.
During the Company’s
fiscal years ended December 30, 2006 and December 31, 2005, and the interim period
from December 30, 2006 through the date hereof, there were no disagreements
between the Company and GT on any accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of GT, would have caused it to make reference to the subject
matter of the disagreement in connection with its report, except as described below.
In connection with GT’s
review of the Company’s unaudited financial statements that were included in
the Company’s Quarterly Report on Form 10-Q for quarter ended March 31, 2007,
the Audit Committee and GT disagreed as to the scope of the procedures to be
performed by the auditors and disagreed as to the extent to which the Audit
Committee should engage new, independent consultants to respond to what the
Company and its Audit Committee deemed to be unfounded and unwarranted
accusations leveled against the Company by a third-party detractor. These disagreements led to further
discussions between the Audit Committee and GT, which were resolved to the
satisfaction of GT, the Company, and the Audit Committee. As a result of these discussions, the Audit
Committee engaged select advisers to render advice with respect to certain of
the third party allegations, and GT completed its review of the Company’s first
quarter 2007 financial statements. The
Company has authorized GT to respond fully to any inquiries of a successor
accountant.
No event described in
paragraph (a) (1) (v) of Item 304 of Regulation S-K has occurred within the
Company’s fiscal years ended December 30, 2006 and December 31, 2005, or the
interim period from December 30, 2006 through the date hereof. Specifically:
(A) GT
has not advised the Company that the internal controls necessary for the Company
to develop reliable financial statements do not exist;
(B) GT
has not advised the Company that information has come to its attention that has
led it to no longer be able to rely on management’s representations, or that
has made it unwilling to be associated with the financial statements prepared
by management;
(C) Except
as described above, GT has not advised the Company of the need to expand
significantly the scope of its audit. GT
has not advised the Company of the need to expand significantly the scope of
its audit under circumstances where, due to GT’s resignation, GT did not so
expand the scope of its audit. GT has
not advised the Company that information has come to its attention that if
further investigated may: (i) materially
impact the fairness or reliability of either:
a previously issued audit report or the underlying financial statements;
or the financial statements issued or to be issued covering fiscal periods
subsequent to the last audited financial statements, or (ii) cause it to be
unwilling to rely on management’s representations or be associated with the
Company’s financial statements; and
(D) GT
has not advised the Company that information has come to its attention that it
has concluded materially impacts the fairness or reliability of either: (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial statements issued or to
be issued covering the fiscal periods subsequent to the last audited financial
statements.
The Company provided GT with
a copy of the disclosures contained herein and has filed as an exhibit hereto
the response of GT to the disclosures set forth.
The Company’s Audit
Committee is currently in the process of engaging a new independent registered
public accounting firm.
As planned, the Company
will give a full report of its second quarter financial results after the close
of market on Tuesday, July 17, 2007, and will hold its regularly scheduled
conference call to discuss the results with analysts and institutional investors
on Wednesday, July 18, 2007, at 11:00 a.m. EDT.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 16 Letter
from Grant Thornton LLP dated July 16, 2007 (furnished herewith).
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