4460000 Shares Class a Common Stock JP Morgan Deutsche Bank
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Table of Contents Filed Pursuant to Rule 424(b)(4) and 424(b)(7) Registration No. 333-167239 CALCULATION OF REGISTRATION FEE Proposed Amount Maximum Proposed Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered (1) per Share Offering Price Registration Fee (2) Class A common stock, $0.001 par value per share 5,129,000 $27.00 $138,483,000 $9,874 (1) Assuming exercise in full of the underwriters’ over-allotment option. (2) This filing fee of $9,874 is calculated and being paid pursuant to Rule 457(r) of the Securities Act of 1933 and relates to the registration statement on Form S-3 (File No. 333-167239) filed by Nu Skin Enterprises, Inc. on June 1, 2010. Prospectus supplement To prospectus dated June 1, 2010 4,460,000 shares Class A common stock All of the shares of Nu Skin Enterprises, Inc.’s Class A common stock in the offering are being sold by the selling stockholders identified in this prospectus supplement. We will not receive any of the proceeds from the sale of the shares of our Class A common stock being sold by the selling stockholders. Our Class A common stock is listed on the New York Stock Exchange under the symbol “NUS.” On June 3, 2010, the closing price of our Class A common stock on the New York Stock Exchange was $27.51 per share. Per share Total Public offering price $ 27.00 $ 120,420,000 Underwriting discounts and commissions $ 1.35 $ 6,021,000 Proceeds to selling stockholders, before expenses $ 25.65 $ 114,399,000 The underwriters have the option for a period of 30 days to purchase up to an additional 669,000 shares from certain of the selling stockholders on the same terms and conditions set forth above. Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares on or about June 9, 2010. Joint book-running managers J.P. Morgan Deutsche Bank Securities Co-managers Canaccord Genuity Stifel Nicolaus Avondale Partners Sidoti & Company, LLC Moelis & Company The date of this prospectus supplement is June 3, 2010 Table of Contents Table of contents Prospectus supplement Page About this prospectus supplement S-ii Summary S-1 The offering S-5 Summary consolidated financial data S-7 Risk factors S-8 Note regarding forward-looking statements S-30 Use of proceeds S-31 Price range of our Class A common stock and dividend policy S-32 Management’s discussion and analysis of financial condition and results of operations S-34 Description of capital stock S-60 Our business S-61 Management S-83 Selling stockholders S-89 Certain material U.S. federal tax consequences S-90 Underwriting S-94 Legal matters S-99 Experts S-99 Prospectus About this prospectus 1 Risk factors 1 Nu Skin Enterprises, Inc. 1 Where you can find more information 2 Description of capital stock 3 Selling security holders 6 Use of proceeds 6 Plan of distribution 6 Legal matters 8 Experts 8 Table of Contents About this prospectus supplement This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the shares of Class A common stock that the selling stockholders are offering, and other matters relating to the selling stockholders and us. The second part, the accompanying prospectus, gives more general information about us and the shares of Class A common stock. Generally, when we refer to the prospectus, we are referring to both parts of this document combined. If the information in the prospectus supplement, or the information incorporated by reference, is inconsistent with the information in the accompanying prospectus, this prospectus supplement, or the information incorporated by reference, will apply and will supersede that information in the accompanying prospectus. You should rely only on the information contained in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus. You should also read and consider the information in the documents we have referred you to under “Where You Can Find More Information” in the accompanying prospectus. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide information different from that contained in, incorporated or deemed incorporated by reference into this prospectus supplement or the accompanying prospectus. You should not assume that the information contained in this prospectus supplement and the accompanying prospectus to which it relates or the documents incorporated or deemed incorporated herein or therein is accurate as of any date other than the date of this prospectus supplement, the accompanying prospectus or such documents. Our business, financial condition, results of operations and prospects may have changed since the date of such information. When we use the terms “Nu Skin Enterprises,” the “Company,” “we,” “us” or “our” in this prospectus supplement, we mean Nu Skin Enterprises, Inc. and its subsidiaries on a consolidated basis, unless we state or the context implies otherwise, and the term “you” refers to a prospective investor. The term “selling stockholders” refers, collectively, to the selling stockholders named in this prospectus supplement under the caption “Selling Stockholders.” In this prospectus supplement, references to “dollars” and “$” are to United States dollars. Nu Skin, Pharmanex and ageLOC are our trademarks. The italicized product names used in this prospectus supplement are product names and also, in certain cases, our trademarks. All references to our “distributors” in this prospectus supplement include our independent distributors and preferred customers, and our sales employees and contractual sales promoters in China. All references to “executive distributors” include our independent distributors and China sales employees who have completed certain qualification requirements. S-ii Table of Contents Summary This summary highlights selected information about us. It may not contain all the information that may be important to you in deciding whether to invest in our Class A common stock. You should read this entire prospectus supplement and the accompanying prospectus, together with the information incorporated by reference, including the financial data and related notes, before making an investment decision. Nu Skin Enterprises, Inc. Overview We are a leading, global direct selling company with operations in 50 countries. We develop innovative, premium-quality anti-aging personal care and nutrition products that are marketed under our Nu Skin and Pharmanex brands. We distribute our products exclusively through a network of independent distributors which, as of March 31, 2010, numbered approximately 765,000 individuals. Approximately 34,000 of our distributors maintain “executive” distributor status under our distributor compensation plan. These executive distributors play an important leadership role in our distribution network and are critical to our growth. In 2009, our 25th year of operations, we posted record revenue of $1.33 billion, an increase of 7 percent over the prior year. We also generated a record level of profits, with our earnings per share reaching $1.40 and our operating margin increasing 100 basis points to 11.1% for the year. We offer science-based proprietary anti-aging products in both our personal care and nutritional product categories. We have built strong, balanced brands in both personal care and nutrition, with personal care and nutritional sales accounting for 57% and 42%, respectively, of our total revenue in 2009. We believe the strength of our business in both personal care and nutrition positions us well to provide a comprehensive anti-aging product offering as we seek to leverage our existing position in the growing anti-aging consumer market. We believe anti-aging products are well-suited for our direct selling channel because our distributors are able to educate consumers about the benefits of, and science supporting, our products and provide personal product demonstrations and testimonials. Since 2006, our profitability has also improved significantly as a result of various business transformation initiatives. These transformation initiatives allowed us to better align our business, improve our processes, and operate more efficiently. Since the beginning of our transformation process in 2006, we have reduced our global employee headcount by more than 20% as of the end of 2009. We have also taken steps to align and improve key aspects of our business, including our distributor sales compensation plan, marketing and recognition programs for our sales force, product launch processes, and information technology platforms and programs. Our difference demonstrated We strive to maintain a competitive advantage in four key areas: our people, our products, our culture, and our opportunity. Our people—A global network of approximately 765,000 active distributors in 50 countries. We distribute all of our products exclusively through our distributors as opposed to traditional distribution channels such as retail stores or mail order catalogs. Consequently, our most S-1 Table of Contents significant asset is our extensive global network of distributors who enable us to introduce products and penetrate new markets with little upfront promotional expense. We believe our competitive sales compensation plan for our distributors has helped us to attract and develop a strong group of distributor leaders who play a critical role in building, motivating and training our extensive distributor network, which we believe is demonstrated by the fact that our distributor network has a higher level of education than the direct selling industry average. Our products—Science-based, proprietary anti-aging skin care and nutritional products.