Usana Health Sciences Inc – ‘SC14D9C’ on 5/20/08 re: Usana Health Sciences Inc

On:  Tuesday, 5/20/08, at 6:34pm ET   ·   As of:  5/21/08   ·   Accession #:  1157523-8-4457   ·   File #:  5-55565

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Tender-Offer Solicitation/Recommendation Statement — Preliminary Communication   —   Schedule 14D-9C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC14D9C     Usana Health Sciences, Inc. SC14D9C                    2      7K 
 2: EX-99.1     Miscellaneous Exhibit                                  2±     9K 

SC14D9C   —   Usana Health Sciences, Inc. SC14D9C

SC14D9C
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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

------------
 USANA HEALTH SCIENCES, INC.
 (Name of Subject Company)

USANA HEALTH SCIENCES, INC
(Name of Person(s) Filing Statement)

------------
Common Stock, $0.001 par value
(Title of Class of Securities)

------------
 90328M107
 (CUSIP Number of Class of Securities)

------------
 Gilbert A. Fuller
Executive Vice President and Chief Financial Officer
 USANA Health Sciences, Inc.
 3838 West Parkway Boulevard
Salt Lake City, Utah 84120
 Telephone: (801) 954-7100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
 Communications on Behalf of the Person(s) Filing Statement)

 With a copy to:
Robert M. Mattson, Jr.
 Morrison & Foerster LLP
 425 Market Street
San Francisco, CA 94105-2482
(415) 268-7000

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

SC14D9C
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On May 20, 2008, USANA Health Sciences, Inc. (the "Company") issued a press     
release announcing that its Board of Directors has formed a Special Committee of
independent directors to evaluate and respond to any offer received from Gull   
Holdings, Ltd. and the other tender offer participants to acquire all of the    
outstanding shares of the Company that Gull Holdings and the other tender offer 
participants do not already own, as announced in Schedule TO under Section 14d-1
or Section 13(e)(1), filed with the Securities and Exchange Commission by Gull  
Holdings and the other tender offer participants on May 13, 2008. A copy of the 
Company's press release is attached as Exhibit 99.1 to this Schedule 14D-9.     

Exhibit No.                        Description                                  

99.1                             Press release dated May 20, 2008.          

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC14D9C’ Filing		Date		First		Last			Other Filings
Filed as of:		5/21/08							4
Filed on:		5/20/08		2					SC 13D,  SC 14D9
		5/13/08		2					3,  SC TO-C
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