Natural Health Trends Corp. Announces It Re-Gains Nasdaq Compliance for Board Composition
DALLAS, TX -- (MARKET WIRE) -- 03/20/07 -- 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.
Contact: Chris Sharng President Natural Health Trends Corp. (972) 241-4080
Released March 20, 2007