Exhibit (a)(1)(B)
NATURAL
HEALTH TRENDS CORP.
LETTER OF TRANSMITTAL
PURSUANT TO THE
OFFER TO EXCHANGE DATED MAY 25, 2007
Please read this Letter of Transmittal carefully. To properly elect to exchange your eligible
options, we must receive your signed and dated Letter of Transmittal before 9:00 p.m., U.S. Central
Time, on the expiration date, which is currently June 25, 2007.
You are not required to return this Letter of Transmittal if you are electing not to participate in
this offer to exchange (the Offer to Exchange). If you do not submit this Letter of Transmittal
by the deadline, it will be interpreted as your election not to participate in this offer to
exchange, and you will retain all of your outstanding options with their current terms. If you are
electing to exchange eligible options, you must send this entire Letter of Transmittal via
electronic delivery, facsimile, regular mail, overnight courier or hand delivery using the
following contact information:
Via Electronic Delivery:
Scan the completed and signed Letter of Transmittal and e-mail it to
gary.wallace@nhtglobal.com.
Via Facsimile:
Natural
Health Trends Corp., Attn: Gary C. Wallace, Fax. No. +1
(214) 451-6149.
Via Regular Mail, Overnight Courier or Hand Delivery:
Natural Health Trends Corp., Attn: Gary C. Wallace, 2050 Diplomat Drive, Dallas, Texas
75234, USA.
You do not need to return your stock option agreements in order to effectively elect to accept this
offer.
You may confirm that your documents have been received by calling Gary C. Wallace at +1 (972)
241-4080 or by sending an e-mail to gary.wallace@nhtglobal.com. We intend to electronically
confirm our receipt of your Letter of Transmittal within two (2) business days of receipt. If you
do not receive confirmation of our receipt, it is your responsibility to ensure that we have
received your election.
If you think the information regarding your eligible options set forth below is incorrect, or if
you have any questions about the offer, please telephone Gary C. Wallace at +1 (972) 241-4080 or
send an e-mail to gary.wallace@nhtglobal.com.
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From: |
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(Name of Employee)
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To:
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Natural Health Trends Corp. |
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I have received the Offer to Exchange dated May 25, 2007, this Letter of Transmittal, the
Individual Statement of Options, the Tax Payment Election Form, the Form of Restricted Stock
Agreement (the Agreement) and the 2007 Equity Incentive Plan (the 2007 Plan).
Natural Health Trends Corp. (NHTC) has informed me that if I elect to participate in the
offer I will exchange some or all of my outstanding option grants that have an exercise price per
share more than the greater of U.S. $9.00 and the closing sale price of NHTC common stock on the
date the offer expires (eligible options) for certain restricted stock rights, as described in
the Offer to Exchange, covering a lesser number of shares of NHTC common stock, as set forth in the
table of my eligible options contained in Annex A to this Letter of Transmittal. NHTC has
further informed me that each restricted stock right will have a vesting schedule as set forth in
the Offer To Exchange, a copy of which has been provided to me. NHTC has advised me that I must
continue to provide
service to NHTC or one of its subsidiaries through the required vesting periods to become
entitled to retain the underlying shares of common stock vesting at the end of each vesting period.
I have reviewed the table of my eligible options contained in Annex A, and I confirm
that I hold the options listed. I have indicated by checking Yes and writing my initials
adjacent to those eligible options listed in Annex A which I am electing to exchange. By
completing, signing and delivering this Letter of Transmittal, I hereby elect to exchange all of
the eligible options I have so indicated. For each eligible option I have elected to exchange,
NHTC has informed me that I will receive, upon the terms and subject to the conditions in the Offer
to Exchange and this Letter of Transmittal (which together constitute the offer), an award for
the number of NHTC restricted stock rights set forth in the table in Annex A with respect
to such eligible option. NHTC has informed me that if I have returned a Letter of Transmittal in a
timely fashion but have not indicated my election by checking either Yes or No and writing my
initials next to any option grants in the table in Annex A that NHTC will be entitled, in
its sole discretion, either to (a) request that I return a new Letter of Transmittal indicating my
election or (b) interpret my Letter of Transmittal to be an election to exchange all option grants
listed in the table for which I have not checked No.
If, before the expiration of the Offer To Exchange, I wish to exercise some or all of the
eligible options I am electing to exchange, I acknowledge that I cannot do so unless I first
properly withdraw this election to exchange in accordance with procedures set forth in Part III,
Section 5 of the Offer to Exchange.
I acknowledge that upon the occurrence of any of the conditions set forth in Part III, Section
7 of the Offer to Exchange, NHTC may terminate or amend the offer and postpone its acceptance and
cancellation of any eligible options I elect for exchange.
I acknowledge that the restricted stock rights will be subject to the terms and conditions set
forth in the 2007 Plan and the terms of a Restricted Stock Agreement, which will constitute a
contract between NHTC and me. I have reviewed a form of this agreement provided to me. NHTC will
send me a final Restricted Stock Agreement (with all the blanks filled in) as promptly as
practicable after the grant date.
I hereby represent and warrant that I have full power and authority to elect to exchange the
options exchanged hereby and that, when and to the extent such options are accepted for exchange by
NHTC, such options will be free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the sale or transfer
thereof, and such options will not be subject to any adverse claims. Upon request, I will execute
and deliver any additional documents deemed by NHTC to be necessary or desirable to complete the
exchange of the options I am electing to exchange.
All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be
affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall
be binding upon my heirs, personal representatives, successors and assigns.
By signing this Letter of Transmittal, I acknowledge that my election to exchange my eligible
options pursuant to the procedure(s) described in Part III, Section 4 of the Offer to Exchange and
in the instructions to this Letter of Transmittal will constitute my acceptance of the terms and
conditions of the offer. NHTCs acceptance for exchange of options offered to be exchanged
pursuant to the offer will constitute a binding agreement between NHTC and me, upon the terms and
subject to the conditions of the Offer to Exchange and this Letter of Transmittal.
I acknowledge that I expect no financial compensation from the exchange and cancellation of my
options. I also acknowledge that in order to participate in the Offer To Exchange I must be an
eligible employee of NHTC or one of its subsidiaries from the date when I elect to exchange my
eligible options through the date when the restricted stock rights are granted and otherwise be
eligible to participate under the 2007 Plan. I further acknowledge that if I do not remain an
eligible employee, I will not receive any restricted stock rights or any other consideration for
the options that I elect to exchange and that are accepted for exchange pursuant to the Offer to
Exchange.
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I hereby give up all ownership interest in the options that I elect to exchange, and I have
been informed that they will become null and void on the date NHTC accepts my options for exchange.
I agree that I will have no further right or entitlement to purchase shares of NHTCs common stock
under the eligible options accepted by NHTC for exchange or have any other rights or entitlements
under such options. I acknowledge that this election is entirely voluntary. I also acknowledge
that this election will be irrevocable on the date NHTC accepts my options for exchange.
I hereby expressly acknowledge that NHTC has advised me to consult with my own advisors as to
the legal and tax consequences of participating or not participating in the Offer to Exchange.
3
ANNEX A
NATURAL HEALTH TRENDS CORP.
LETTER OF TRANSMITTAL
PURSUANT TO THE
OFFER TO EXCHANGE DATED MAY 25, 2007
IMPORTANT: For each of your outstanding eligible options listed below, please mark Yes if you
wish to exchange the option for restricted stock rights, or mark No if you do not wish to
exchange the option and instead wish to retain the option with its current terms. Please write
your initials next to each entry.
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Outstanding |
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Number of |
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| Option |
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Stock |
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Exchange |
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Restricted |
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| Number |
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Options |
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Ratio |
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Stock Rights |
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YES |
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NO |
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Initials |
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Please note that NHTC will not issue any fractional restricted stock rights. The applicable
amounts in the column headed Number of Restricted Stock Rights have been rounded to the nearest
whole number.
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Employee Signature
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Date and Time |
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Employee Name Printed
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NHTC Office in Which Employed |
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Daytime Telephone Number
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E-mail Address |
4
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. Natural Health Trends Corp. must receive your signed
and dated Letter of Transmittal before the offer expires, which is currently scheduled for 9:00
p.m., U.S. Central Time, on June 25, 2007. Any Letter of Transmittal received after that time will
not be accepted.
The method of delivery of any document is at your election and risk. If you choose to submit a
Letter of Transmittal, your election will be effective upon receipt. If hand delivery is not
feasible, we recommend that you send it via electronic delivery or facsimile, and then follow up
with a telephone call or e-mail to confirm receipt by the deadline. If delivery is by mail, we
recommend that you use registered mail with return receipt requested and properly insure your
package. In all cases, you should allow sufficient time to ensure timely delivery.
NHTC will not accept any alternative, conditional or contingent offers to exchange options. All
eligible employees electing to exchange options, by execution of this Letter of Transmittal, waive
any right to receive any notice of the acceptance of their election to exchange, except as provided
for in the offer to exchange.
2. Withdrawal of Election. Elections to exchange made pursuant to the offer may be withdrawn
at any time prior to the expiration of the offer. If the offer is extended by NHTC beyond
that time, you may withdraw your election at any time until the extended expiration of the offer.
In addition, although NHTC currently intends to accept your validly tendered options promptly after
the expiration of the offer, unless NHTC accepts and cancels your tendered eligible options before
9:00 p.m., U.S. Central Time, on July 24, 2007, you may withdraw your tendered options at any time
after May 25, 2007. To withdraw your tendered options, you must deliver the accompanying Notice of
Withdrawal with the required information while you still have the right to withdraw the election.
Withdrawal elections may not be rescinded and any eligible options withdrawn from the offer will
thereafter be deemed not properly tendered for purposes of the offer. To re-elect to exchange
options that you have withdrawn, you must again follow the procedures described in these
Instructions to deliver a new Letter of Transmittal prior to the expiration of the offer.
3. Inadequate Space. If the space provided in the Letter of Transmittal is inadequate, the
information requested in the table in Annex A regarding which options are being elected for
exchange should be provided on a separate schedule attached to the Letter.
4. Signatures on this Letter of Transmittal. If this Letter of Transmittal is signed by the
option holder, the signature must correspond with the name as written on the face of the stock
option agreement(s) to which the options are subject. If your name has been legally changed since
your stock option agreement was signed, please submit proof of the legal name change.
If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian,
attorney-in-fact or other person acting in a fiduciary or representative capacity, that person
should so indicate when signing, and proper evidence satisfactory to us of the authority of that
person so to act must be submitted with this Letter of Transmittal.
5. Requests for Assistance or Additional Copies. If you have any questions or need
assistance, or would like to request additional copies of the Offer to Exchange or this Letter of
Transmittal, please telephone Gary C. Wallace at +1 (972) 241-4080 or send an e-mail to
gary.wallace@nhtglobal.com. All copies will be furnished promptly at NHTCs expense. You may also
contact NHTC by fax or through regular mail using the contact information listed above. You may
also use the above contact information to overnight courier or hand deliver your correspondence to
NHTC.
6. Irregularities. All questions as to the number of shares subject to options to be accepted
for exchange and the number of restricted stock rights to be granted, and any questions as to the
form of documents and the validity (including eligibility and time of receipt), form and acceptance
of any options elected to be exchanged will be determined by NHTC in its sole discretion, which
determinations shall be final and binding on all interested persons. NHTC reserves the right to
reject any or all elections to exchange options that NHTC determines not to be in appropriate form
or the acceptance of which may, in the opinion of NHTCs counsel, be unlawful. NHTC also
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reserves the right to waive any of the conditions of the offer and any defect or irregularity
in any election to exchange options, and NHTCs interpretation of the terms of the offer (including
these instructions) will be final and binding on all parties. No election to exchange options will
be deemed to be properly made until all defects and irregularities have been cured or waived.
Unless waived, any defects or irregularities in connection with an election to exchange options
must be cured within such time as NHTC shall determine. Neither NHTC nor any other person is or
will be obligated to give notice of any defects or irregularities in the election to exchange
options, and no person will incur any liability for failure to give any such notice.
7. Additional Documents to Read. You should be sure to read the Offer to Exchange, this
Letter of Transmittal, the Individual Statement of Options, the Tax Payment Election Form, the
2007 Plan and the Form of the Restricted Stock Agreement before deciding to participate in the
offer.
8. Important Tax Information. You should consult your own tax advisor and refer to Part III,
Section 14 of the Offer to Exchange, which contains important U.S. federal income tax information.
If you live or work outside the United States, or are otherwise subject to a tax liability in a
foreign jurisdiction, you should consult your own tax counsel and refer to Part III, Section 15 of
the Offer to Exchange.
9. Data Privacy. By accepting the offer, you hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your personal data as described
in this document by and among, as applicable, NHTC and/or any affiliate for the exclusive purpose
of implementing, administering and managing your participation in the offer.
You have been advised that your employer, NHTC and/or any affiliate may hold certain personal
information about you, including, but not limited to, your name, home address and telephone number,
date of birth, social insurance number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the company, details of all options or any
other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing NHTC stock and other
employee benefit plans and this offer (Data). You have been advised that Data may be transferred
to any third parties assisting in the implementation, administration and management of this Offer
to Exchange, that these recipients may be located in your country, or elsewhere, and that the
recipients country may have different data privacy laws and protections than in your country. You
have been advised that you may request a list with names and addresses of any potential recipients
of the Data by contacting your local human resources representative. You authorize the recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing your participation in NHTCs stock and other
employee benefit plans and this offer. You have been advised that Data will be held only as long
as is necessary to implement, administer and manage your participation in the stock and other
employee benefit plans and this offer. You have been advised that you may, at any time, view Data,
request additional information about the storage and processing of Data, require any necessary
amendments to Data or if you are a resident of certain countries, refuse or withdraw the consents
herein, in any case without cost, by contacting in writing your local human resources
representative. You have been advised that refusing or withdrawing your consent may affect your
ability to participate in this Offer to Exchange.
10. Acknowledgement and Waiver. By accepting this offer, you acknowledge that: (i) the offer
is established voluntarily by NHTC, it is discretionary in nature and it may be extended, modified,
suspended or terminated by NHTC at any time, as provided in the offer; (ii) the grant of restricted
stock rights is voluntary and occasional and does not create any contractual or other right to
receive future grants of restricted stock rights or options, or benefits in lieu of restricted
stock rights or options, even if restricted stock rights or options have been granted repeatedly in
the past; (iii) all decisions with respect to future grants under any NHTC stock plan, if any, will
be at the sole discretion of NHTC; (iv) your acceptance of the offer will not create a right to
employment or be interpreted to form an employment agreement with NHTC, its subsidiaries or its
affiliates and will not interfere with the ability of your current employer, if applicable, to
terminate your employment relationship at any time with or without cause; (v) your acceptance of
the offer is voluntary; (vi) the future value of NHTCs shares is uncertain and cannot be predicted
with certainty; (vii) the offer, the exchanged options and the restricted stock rights are outside
the scope of your employment contract, if any, and are not part of customary or expected
compensation or salary for any purposes, including, but not limited to, calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, or similar
payments; (viii) if you accept the offer and receive an award of
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restricted stock rights and obtain shares of NHTC common stock pursuant to such award, the
value of the shares acquired may increase or decrease in value; (ix) you have been advised of the
risks associated with your participation in the offer as described in Certain Risks of
Participating in the Offer contained in the Offer to Exchange; and (x) no claim or entitlement to
compensation or damages arises from diminution in value of any restricted stock rights or shares
acquired pursuant to the restricted stock rights you may receive as a result of participating in
the offer and you irrevocably release NHTC and its subsidiaries and affiliates from any such claim
that may arise.
11. Tax Liability. Regardless of any action that NHTC, its subsidiaries or its affiliates
take with respect to any or all income tax, social insurance, payroll tax, payment on account or
other tax-related withholding (applicable withholdings), you acknowledge that the ultimate
liability for all applicable withholdings is and remains your sole responsibility and that NHTC,
its subsidiaries and its affiliates (i) make no representations or undertakings regarding the
treatment of any applicable withholdings in connection with any aspect of the cancellation of
eligible options or the grant of restricted stock rights, the vesting of restricted stock rights
and the delivery of shares of NHTC common stock pursuant to the restricted stock rights, the
subsequent sale of shares of NHTC common stock acquired pursuant to the restricted stock rights and
the receipt of any dividends; and (ii) do not commit to structure the terms of the offer, including
cancellation of the eligible options and/or the grant of restricted stock rights, to reduce or
eliminate your liability for applicable withholdings.
You agree to pay or make adequate arrangements satisfactory to NHTC, its subsidiaries and its
affiliates to satisfy all applicable withholding obligations of NHTC, its subsidiaries and its
affiliates. In this regard, you authorize NHTC, its subsidiaries and its affiliates to (i) sell or
arrange for the sale of shares of NHTC common stock that you acquire to meet the applicable
withholding obligation, (ii) withhold shares of NHTC common stock, provided that NHTC only withhold
the amount of shares of NHTC common stock necessary to satisfy the minimum withholding amount., and
(iii) withhold from your wages all applicable withholding obligations that are not satisfied by the
means previously described. Finally, you agree to pay to NHTC, its subsidiaries and its affiliates
any amount of applicable withholdings that NHTC, its subsidiaries and its affiliates may be
required to withhold as a result of your participation in the offer that is not satisfied by the
means previously described.
12. Electronic Delivery of Documents. Any document relating to participation in the offer or
any notice required or permitted by the Offer to Exchange, this Letter of Transmittal or a Notice
of Withdrawal shall be given in writing and shall be deemed effectively given only upon receipt by
NHTC. The Offer to Exchange, this Letter of Transmittal, a Notice of Withdrawal, a Tax Payment
Election Form, an Individual Statement of Options, the Restricted Stock Agreement, the 2007 Plan
and any other communications to option holders in connection with the offer (collectively, the
documents") may be delivered to you electronically. In addition, you may deliver electronically
to NHTC this Letter of Transmittal or a Notice of Withdrawal. By executing this Letter of
Transmittal, you acknowledge that you have read this instruction and consent to the electronic
delivery of the documents. You acknowledge that you may receive from NHTC a paper copy of any
documents delivered electronically at no cost to you by contacting NHTC by telephone or in writing
using the contact information on the first page of this Letter of Transmittal. You further
acknowledge that you will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, you have been advised that you must
provide NHTC with a paper copy of any documents if the attempted electronic delivery of such
documents fails. You may revoke your consent to the electronic delivery of documents described in
this instruction or may change the electronic mail address to which such documents are to be
delivered (if you have provided an electronic mail address) at any time by notifying NHTC of such
revoked consent or revised e-mail address by telephone, postal service or electronic mail.
Finally, you have been advised that you are not required to consent to electronic delivery of
documents described in this Instruction.
13. Governing Law and Documents. The Letter of Transmittal is governed by, and subject to,
United States federal and Delaware state law, as well as the terms and conditions set forth in the
Offer to Exchange.
14. Translations. If you have received this or any other document related to the offer
translated into a language other than English and if the translated version is different than the
English version, the English version will control.
7