UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO
FILED
PURSUANT TO §240.13d-2(a)
(Amendment
No. )*
Nature’s
Sunshine Products, Inc.
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(Name of
Issuer)
Common
Stock, no par value
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(Title of
Class of Securities)
639027101
----------------------------------------
(CUSIP
Number)
Paradigm
Capital Management, Inc.
Nine Elk
Street
Albany,
NY 12207
with a
copy to:
Stephen
P. Wink, Esq.
Cahill/Wink
LLP
5 Penn
Plaza
23rd
Floor
New York,
NY 10001
(646)
378-2105
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May 22,
2009
-------------------------------------------------------------------------------
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
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CUSIP
No. 639027101
|
13D
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Page
2 of 7 Pages
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1
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NAME
OF REPORTING PERSONS:
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Paradigm
Capital Management, Inc.
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|||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[_]
(b)
[x]
|
|||||
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3
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SEC
USE ONLY
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||||||
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4
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SOURCE
OF FUNDS:
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WC
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|||||
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
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[_]
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|||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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New
York
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|||||
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NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
1,578,737
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||||
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BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
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||||
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EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
1,578,737
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||||
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PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
||||
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,578,737
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||||||
|
12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
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|||||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.2%
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||||||
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14
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TYPE
OF REPORTING PERSON:
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CO
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CUSIP
No. 639027101
|
13D
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Page
3 of 7 Pages |
|||||
|
1
|
NAME
OF REPORTING PERSONS:
|
Candace
K. Weir
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|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
|||||
|
3
|
SEC
USE ONLY
|
||||||
|
4
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SOURCE
OF FUNDS:
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PF
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|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
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[_]
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|||||
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
USA
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|||||
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NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
1,578,737
|
||||
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
||||
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
1,578,737
|
||||
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,578,737
|
||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.2%
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||||||
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14
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TYPE
OF REPORTING PERSON:
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IN
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Item
1.
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Security
and Issuer.
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The class
of equity to which this Statement relates is the common stock, no par value per
share (the “Common Stock”), of Nature’s Sunshine Products, Inc. (the “Issuer”),
a company organized under the laws of the state of Utah, which has its principal
offices at 75 East 1700 South, Provo, Utah 84606.
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Item
2.
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Identity
and Background.
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This
Statement is filed by Paradigm Capital Management, Inc., a New York corporation
(“Paradigm”) and Candace K. Weir, an individual (“Ms. Weir” and, together with
Paradigm, the “Reporting Persons”). The Reporting Persons are filing
this Statement because they, together with one or more of the Hughes Parties (as
defined below) and the Other Shareholder Parties (as defined below), may be
deemed to constitute a “group” within the meaning of Section 13(d)(3) of the
Securities and Exchange Act of 1934, as amended, as a result of the Voting
Agreement, the Other Shareholder Agreements (as defined below) and the
transactions contemplated thereby. However, neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that such a group exists.
Paradigm’s
principal business is investment management and it is controlled by Ms.
Weir. Ms. Weir is a U.S. citizen and the Chief Executive Officer of
Paradigm. Ms. Weir also owns a majority of the equity interest in
Paradigm. The principal business address of each of the Reporting
Persons is Nine Elk Street, Albany, NY 12207.
During
the past five years none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
During
the past five years, none of the Reporting Persons was a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
A copy of
the Joint Filing Agreement between the Reporting Persons is filed as Exhibit 1
hereto.
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Item
3.
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Source
and Amount of Funds and Other Consideration.
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The
responses of the Reporting Persons to Row (4) of the cover pages of this
Statement are incorporated herein by reference. No funds were used by
the Reporting Persons in entering into the Voting Agreement.
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Item
4.
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Purpose
of Transaction.
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All of
the shares of Common Stock reported herein were acquired for investment
purposes. Each of the Reporting Persons reviews on a continuing basis
the investment in the Issuer. Based on such review and depending on the price
and availability of the Issuer’s securities, each Reporting Person and its
affiliates may acquire, or cause to be acquired, additional securities of the
Issuer, in the open market or otherwise, dispose of, or cause to be disposed of,
securities of the Issuer, in the open market or otherwise, at any time, or
formulate other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of such Reporting Person, its affiliates, the Issuer’s
business, financial condition and operating results, general market and industry
conditions or other factors.
As part
of the ongoing evaluation of this investment and investment alternatives, each
Reporting Person and its affiliates may consider any or all of the following:
(a) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of trustees or to fill any existing
vacancies on the board of directors; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer’s business or corporate structure; (g) changes in the Issuer’s
charter or bylaws or other actions which may impede the acquisition of control
of the Issuer by any person; (h) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) causing a class of equity securities of the Issuer
to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to
any of those enumerated above.
Page 4 of 7 Pages
In
addition, from time to time, the Reporting Persons and their affiliates may hold
discussions with the Issuer regarding the matters described in subparagraphs (a)
through (j) above.
On May
22, 2009, Paradigm entered into a voting agreement (the “Voting Agreement”) with
Kristine F. Hughes, Pauline Hughes Francis and Eugene L. Hughes (collectively,
the “Hughes Parties”) in their capacity as shareholders of the
Issuer.
The
Voting Agreement provides, among other things, that ten days following the date
of the mailing of an Information Statement on Schedule 14F-1 to the shareholders
of the Issuer, (i) the number of directors of the Board of Directors of the
Issuer (the “Board”) will be increased to seven directors in accordance with
Section 3.2 of the bylaws of the Issuer, (ii) with the exception of Kristine F.
Hughes, all of the current members of the Board will resign as members of the
Board, resulting in six vacancies on the Board, and (iii) Michael D. Dean,
Albert R. Dowden, Pauline Hughes Francis, Willem Mesdag, Jeffrey D. Watkins and
Ms. Weir will be appointed to fill such vacancies on the Board and will serve as
directors until the next shareholders’ meeting at which directors are elected
and until their respective successors are duly elected and qualified, unless
they resign, are removed or are otherwise disqualified from serving as a
director of the Issuer. Pursuant to the Voting Agreement, the Issuer
will use its commercially reasonable efforts to hold an annual meeting of
shareholders no later than December 31, 2009 unless otherwise agreed by the then
serving Board members (the “Next Annual Meeting”).
The
Voting Agreement also provides that at the Next Annual Meeting the Issuer will
nominate, and Paradigm and the Hughes Parties will vote all of the shares of
Common Stock beneficially owned by them in favor of, each of the following
individuals, with such nominees serving in the Board class set forth opposite
his or her name:
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Name
Jeffrey
D. Watkins
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Class
Class
I
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Term
Expiry
2010
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Willem
Mesdag
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Class
I
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2010
|
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Michael
D. Dean
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Class
II
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2011
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Candace
K. Weir
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Class
II
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2011
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Kristine
F. Hughes
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Class
III
|
2012
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Pauline
Hughes Francis
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Class
III
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2012
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Albert
R. Dowden
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Class
III
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2012
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The
Voting Agreement will terminate immediately following the Next Annual Meeting or
any adjournment or postponement thereof, or December 31, 2009, whichever is
earlier.
The
Reporting Persons have been informed that on May 22, 2009, the Hughes Parties
and Issuer entered into agreements substantially similar to the Voting Agreement
(collectively, the “Other Shareholder Agreements”) with each of Prescott Group
Aggressive Small Cap Master Fund, G.P., Red Mountain Capital Partners II, L.P.
and Red Mountain Capital Partners III, L.P. (collectively, the “Other
Shareholder Parties”). None of the Reporting Persons are a party to
any of the Other Shareholder Agreements.
The
foregoing description of the Voting Agreement does not purport to be complete
and is qualified in its entirety by reference to the Voting Agreement which is
attached hereto as Exhibit 2 and is incorporated herein by
reference.
Page 5 of 7 Pages
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Item
5.
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Interest
in Securities of the Issuer.
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(a)-(b) The
responses of the Reporting Persons to Rows (7) through (13) of the cover pages
of this Statement are incorporated herein by reference. The responses
of the Reporting Persons to Rows (7) through (13) of the cover pages of this
Statement include the shares of Common Stock held by the applicable
Reporting Person as well as those additional shares of Common Stock as such
Reporting Person may be deemed to beneficially own as a control person or a
member of a group.
As of May
29, 2009, each of the Reporting Persons may be deemed to be the beneficial owner
of an aggregate of 1,578,737 shares of Common Stock. Such shares
constitute approximately 10.2% of the issued and outstanding shares of the
Common Stock (based upon the 15,510,159 shares of the Common Stock stated
to be issued and outstanding as of April 30, 2009 by the Issuer in its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009). Each
Reporting Person has the sole or shared power to vote or direct the vote of the
shares described in the responses of such Reporting Person to Rows (7) through
(13) of the cover pages of this Statement or to dispose or direct the
disposition of such shares, in each case as described in such
responses.
(c) During
the past 60 days, the Reporting Persons have made no purchases or sales of
Common Stock.
(d) None
of the Reporting Persons knows of any other person having the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by such Reporting
Persons.
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Except as set forth in this Statement,
to the best knowledge of the Reporting Persons there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
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Item
7.
|
Material
to be Filed as Exhibits.
|
|
1.
|
Joint
Filing Agreement, dated May 29,
2009.
|
|
2.
|
Voting
Agreement, dated May 22, 2009, by and among the Issuer, Paradigm, Kristine
F. Hughes, Pauline Hughes Francis and Eugene L. Hughes (incorporated by
reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the
Issuer with the Securities and Exchange Commission on May 28,
2009).
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Page 6 of
7 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and
correct.
Dated: May
29, 2009
PARADIGM CAPITAL
MANAGEMENT, INC.
By: /s/ Carl
Florio
Name: Carl
Florio
Title: Director and
Vice Chairman
/s/ Candace King
Weir
Candace King
Weir
Page 7 of
7 Pages