SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

USANA HEALTH SCIENCES, INC.

(Name of Subject Company (Issuer))

Unity Acquisition Corp.

Gull-Unity Holding Corp.

Gull Holdings, Ltd.

Myron W. Wentz

David A. Wentz

Jacquelyn R. Wentz

Bryan Wentz

Annette Wentz

Paul & Jane Meyer Family Foundation

Paul J. Meyer

Alice Jane Meyer

Centre Island Properties, Ltd.

Waco Boys Club Foundation, Inc.

L-K Marketing Group, LLC

Beagle Irrevocable Asset Trust

(Names of Filing Persons (Offeror))

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

90328M107

(CUSIP Number of Class of Securities)

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Dr. Myron Wentz

3838 West Parkway Boulevard

Salt Lake City, UT 84120

(801) 954-7700

(Name, Address and Telephone Numbers of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

James A. Matarese

Lisa R. Haddad

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, MA 02109

(617) 570-1000

CALCULATION OF FILING FEE

 

Transaction valuation*		Amount of filing fee**
$154,899,304		$6,087.54

 

*

Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 5,532,118 shares of common stock, par value $0.001 per share, of USANA Health Sciences, Inc., at a purchase price of $28.00 per share. Such number of shares consists of 5,374,230 shares of common stock issued and outstanding as of May 28, 2008, and 157,888 shares of common stock issuable under stock options or other equity awards as of May 28, 2008, with an exercise price less than $28.00.

 

**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), equals 0.00003930 of the transaction valuation.

 

x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:		$6,087.54
Form or Registration No.:		Schedule TO/Schedule 13E-3
Filing party:		Unity Acquisition Corp., et al.
Date filed:		June 2, 2008; June 20, 2008; June 30, 2008

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x

third party tender offer subject to Rule 14d-1.

 

¨

issuer tender offer subject to Rule 13e-4.

 

x

going-private transaction subject to Rule 13e-3.

 

x

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

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This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO/Schedule 13E-3 filed with the Securities and Exchange Commission (the “Commission”) on June 2, 2008, by Unity Acquisition Corp., a Utah corporation (the “Purchaser”) and wholly-owned subsidiary of Gull-Unity Holding Corp., a Delaware corporation, and certain other participants in the tender offer, as amended by that certain Amendment No. 1 to Schedule TO/Schedule 13E-3 filed with the Commission on June 5, 2008, that certain Amendment No. 2 to Schedule TO/Schedule 13E-3 filed with the Commission on June 17, 2008, that certain Amendment No. 3 to Schedule TO/Schedule 13E-3 filed with the Commission on June 20, 2008, that certain Amendment No. 4 to Schedule TO/Schedule 13E-3 filed with the Commission on June 23, 2008, that certain Amendment No. 5 to Schedule TO/Schedule 13E-3 filed with the Commission on June 30, 2008, that certain Amendment No. 6 to Schedule TO/Schedule 13E-3 filed with the Commission on July 8, 2008, and that certain Amendment No. 7 to Schedule TO/Schedule 13E-3 filed with the Commission on July 15, 2008 (as so amended, the “Schedule TO”). The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share, of USANA Health Sciences, Inc., not already owned by the participants in the offer, at a price of $28.00 per share in cash, net to the sellers in cash, without interest, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 2, 2008, as amended or supplemented, and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B).

Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

ITEM 11. ADDITIONAL INFORMATION

Items 1 through 9 and 11 of the Schedule TO are hereby amended by adding the following text thereto:

“On July 16, 2008, Gull Holdings and the Purchaser issued a press release announcing the termination of the Offer. As a result, no Shares were accepted for payment by the Purchaser in connection with the Offer. As of the close of business on July 15, 2008, 1,625,926 Shares (including 512,395 Shares subject to guaranteed delivery) had been tendered in and not withdrawn from the Offer. The Purchaser has instructed the Depositary to return all of these Shares tendered in the Offer to the holders of such Shares, and such Shares shall remain outstanding. The press release is attached hereto as Exhibit (a)(5)(G).”

As a result of the termination of the Offer, the Offer Participants no longer consider themselves to be acting as a group under the federal securities laws, and each Offer Participant may consider various alternative plans and/or take other actions with respect to their investment in USANA. Any alternative that an Offer Participant may pursue will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations, and prospects of USANA, and general economic, financial market, and industry conditions.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“(a)(5)(G) Press Release issued by Gull Holdings, Ltd. and Unity Acquisition Corp. on July 16, 2008”

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SIGNATURE

After due 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.

 

 

 

 

 

 

 

 

 

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INDEX OF EXHIBITS

 

(a)(1)(A)		Offer to Purchase, dated June 2, 2008.*
(a)(1)(B)		Form of Letter of Transmittal.*
(a)(1)(C)		Form of Notice of Guaranteed Delivery.*
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9.*
(a)(1)(G)		Summary Newspaper Advertisement as published in the New York Times on June 2, 2008.*
(a)(1)(H)		Form of Letter to Participants in the USANA Health Sciences, Inc. 401(k) Plan and Instruction Form.*
(a)(5)(A)		Press Release issued by Gull Holdings, Ltd. on May 13, 2008, incorporated by reference to Exhibit A to the Schedule TO-C filed by the Offer Participants on May 13, 2008.
(a)(5)(B)		Press Release issued by Unity Acquisition Corp. on June 2, 2008.*
(a)(5)(C)		Press Release issued by Gull Holdings, Ltd. and Unity Acquisition Corp. on June 23, 2008.*
(a)(5)(D)		Press Release issued by Gull Holdings, Ltd. and Unity Acquisition Corp. on June 30, 2008.*
(a)(5)(E)		Press Release issued by Gull Holdings, Ltd. and Unity Acquisition Corp. on July 8, 2008.*
(a)(5)(F)		Press Release issued by Gull Holdings, Ltd. and Unity Acquisition Corp. on July 15, 2008.*
(a)(5)(G)		Press Release issued by Gull Holdings, Ltd. and Unity Acquisition Corp. on July 16, 2008.
(b)(1)		Commitment Letter by and between Ableco Finance LLC and Gull Holdings, Ltd., dated May 13, 2008.*
(b)(2)		Letter from Ableco Finance LLC to USANA Health Sciences, Inc. and Unity Acquisition Corp., dated July 8, 2008.*
(c)(1)		Canaccord Adams Inc. Discussion Materials dated May 12, 2008.*
(c)(2)		Canaccord Adams Inc. Discussion Materials – Comparable Transaction Analysis Data.*
(d)		Contribution Agreement dated May 13, 2008, by and among Gull-Unity Holding Corp., Unity Acquisition Corp., and certain other persons listed therein, incorporated by reference to Exhibit E to the Schedule 13D filed by the Offer Participants on May 23, 2008.
(f)		Part 13 of the Utah Revised Business Corporation Act, incorporated by reference to Exhibit A to the Offer to Purchase, dated June 2, 2008.

 

*	Previously filed