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) May 23, 2006
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NATURAL HEALTH TRENDS CORP.
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(Exact name of Company as specified in its charter)
Delaware 0-26272 59-2705336
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(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
2050 Diplomat Drive Dallas, TX 75234
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code (972) 241-4080
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On May 23, 2006, Natural Health Trends Corp. (the "Company") received a
letter from The Nasdaq Stock Market stating that the Company is not in
compliance with Marketplace Rule 4310(c)(14), which obligates Nasdaq listed
issuers to timely file those reports and other documents required to be filed
with the Securities and Exchange Commission. The Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006 was due on May 15, 2006.
As previously disclosed, on May 8, 2006, the Company filed its Annual
Report on Form 10-K which was incomplete since it omitted Part III of the Form
10-K. This part is frequently incorporated by reference to a company's proxy
statement. Since the Company filed it's Annual Report on Form 10-K late, and has
not amended it to include the Part III information, a hearing with the Nasdaq
Listing Qualifications Panel (the "Panel") has been scheduled for June 1, 2006.
The Panel will consider whether the Company's shares of common stock should
continue to be listed on The Nasdaq National Market. At that hearing, the Panel
will also consider the Company's failure to timely file its Quarterly Report on
Form 10-Q for the first quarter.
It is not anticipated that the Company's shares of common stock will be
delisted before its hearing with the Panel. However, if the Company fails to
file its Amended Annual Report on Form 10-K/A or its Form 10-Q for the first
quarter, or fails to persuade the Panel to provide the Company with an exception
to Marketplace Rule 4310(c) (14), the Company's shares of common stock may be
subject to delisting by The Nasdaq Stock Market.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99. Press Release of the Company dated May 26, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATURAL HEALTH TRENDS CORP.
Date: May 26, 2006
By: /s/ CHRIS SHARNG
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Name: Chris Sharng
Title: Executive Vice President and
Chief Financial Officer
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