SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NutriSystem, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
67069D108
(CUSIP Number)
Marc Weingarten and David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2013
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 17 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 2 of 17 Pages |
| 1 | NAME OF REPORTING PERSON Clinton Spotlight Master Fund, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 3 of 17 Pages |
| 1 | NAME OF REPORTING PERSON Clinton Magnolia Master Fund, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 22,847 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 22,847 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 22,847 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 4 of 17 Pages |
| 1 | NAME OF REPORTING PERSON Clinton Relational Opportunity Master Fund, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 5 of 17 Pages |
| 1 | NAME OF REPORTING PERSON Clinton Relational Opportunity, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% | |||
| 14 | TYPE OF REPORTING PERSON CO; IA | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 6 of 17 Pages |
| 1 | NAME OF REPORTING PERSON Clinton Group, Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% | |||
| 14 | TYPE OF REPORTING PERSON CO; IA | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 7 of 17 Pages |
| 1 | NAME OF REPORTING PERSON George E. Hall | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 8 of 17 Pages |
| Item 1. | SECURITY AND ISSUER |
| This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $0.001 per share (the "Common Stock"), of NutriSystem, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is Fort Washington Executive Center, 600 Office Center Drive, Fort Washington, Pennsylvania 19034. |
| Item 2. | IDENTITY AND BACKGROUND |
(a) This Schedule 13D is filed by: (i) Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership ("SPOT"); (ii) Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("CMAG"); (iii) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("CREL"); (iv) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves as the investment manager to CREL ("CRO"); (v) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT and CMAG (“CGI”); and (vi) George E. Hall, a United States citizen, who serves as Chief Executive Officer of CGI ("Mr. Hall", and together with SPOT, CMAG, CREL, CRO and CGI, “Clinton”). | |
(b) The principal business address of CRO, CGI and Mr. Hall is 601 Lexington Avenue, 51st Floor, New York, New York 10022. The principal business address of SPOT, CMAG and CREL is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands. | |
(c) The principal business of CRO and CGI is to provide investment management services to private individuals and institutions. The principal business of SPOT, CMAG and CREL is to invest in securities. The principal business of Mr. Hall is to serve as Chief Executive Officer of CGI. | |
(d) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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. | |
(f) Mr. Hall is a citizen of the United States. | |
The name, citizenship, present principal occupation or employment and business address of each director and executive officer or general partner, as applicable, of CGI, SPOT, CMAG, CREL and CRO is set forth in Appendix A attached hereto. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such individuals owns any shares of Common Stock. |
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 9 of 17 Pages |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The Reporting Persons used approximately $15,695,000 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D. | |
| The source of the funds used to acquire the Common Stock reported herein is the working capital of SPOT, CMAG and CREL for the shares of Common Stock held by each of them, and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein. | |
| Item 4. | PURPOSE OF TRANSACTION |
The Reporting Persons initially acquired beneficial ownership of the Common Stock of the Issuer for investment purposes because they believed the Issuer's Common Stock represented an attractive investment opportunity. The Reporting Persons believe that the Common Stock at current market prices is undervalued. | |
On September 30, 2013, the Reporting Persons sent a letter to the Chief Executive Officer (the "CEO") of the Issuer expressing their support for recent actions taken by the Issuer and their belief that the Common Stock is undervalued at its current price. The letter also set forth the Reporting Persons' analysis of the Issuer's potential to generate significant free cash and increase the price per share of Common Stock. In addition, the Reporting Persons encouraged the CEO and the board of directors of the Issuer (the "Board") to consider increasing the dividend paid to the Issuer's stockholders as cash flow improves and expressed their belief that such use of the Issuer's excess capital would significantly enhance stockholder value and minimize volatility in the price of Common Stock. The foregoing summary of the letter is qualified in its entirety by reference to the full text of the letter, a copy of which is attached hereto as Exhibit 1 and is incorporated by reference herein. | |
The Reporting Persons have, from time to time, engaged in other discussions and correspondence with management and the Board regarding the Issuer's business, management, strategic alternatives and direction, board composition and related matters. The Reporting Persons may continue to discuss such matters with the Issuer's management and the Board as well as other stockholders of the Issuer and third parties. | |
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 10 of 17 Pages |
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, selling some or all of their shares of Common Stock, purchasing additional shares of Common Stock, and/or otherwise changing their intention with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule 13D. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER | ||
| (a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock), constituting approximately 5.2% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 28,721,799 shares of Common Stock outstanding as of July 30, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed with the Securities and Exchange Commission on August 6, 2013. | |||
| (i) | SPOT: | ||
| (a) | As of the date hereof, SPOT may be deemed the beneficial owner of 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock). | ||
| Percentage: Approximately 2.9% as of the date hereof. | |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock) | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition: 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock) | |||
| (ii) | CMAG: | ||
| (a) | As of the date hereof, CMAG may be deemed the beneficial owner of 22,847 shares of Common Stock. | ||
| Percentage: Approximately 0.1% as of the date hereof. | |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 22,847 shares of Common Stock | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition: 22,847 shares of Common Stock | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 11 of 17 Pages |
| (iii) | CREL: | ||
| (a) | As of the date hereof, CREL may be deemed the beneficial owner of 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock). | ||
| Percentage: Approximately 1.6% as of the date hereof. | |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| (iv) | CRO: | ||
| (a) | As of the date hereof, CRO may be deemed the beneficial owner of 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock). | ||
| Percentage: Approximately 1.6% as of the date hereof. | |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock) | |||
| (v) | CCI: | ||
| (a) | As of the date hereof, CGI may be deemed the beneficial owner of 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock). | ||
| Percentage: Approximately 5.2% as of the date hereof. | |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| (vi) | Mr. Hall: | ||
| (a) | As of the date hereof, Mr. Hall may be deemed the beneficial owner of 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock). | ||
| Percentage: Approximately 5.2% as of the date hereof. | |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) | |||
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 12 of 17 Pages |
| (b) By virtue of investment management agreements with SPOT and CMAG, its ownership of CRO and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 159,366 shares of Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock) beneficially owned by SPOT, CMAG, CREL and CASF. By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which CGI has voting power or dispositive power. | |
| (c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market. | |
| (d) No person (other than the Reporting Persons) is known to have 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 reported herein. | |
| (e) Not applicable. | |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein. | |
Clinton is currently party to option contracts on 973,500 shares of Common Stock with strike prices ranging from $12.00 to $15.00 and expiration dates ranging from October 19, 2013 to December 21, 2013, including having the right to purchase 107,000 shares of Common Stock at prices below the current market price. | |
| Other than the joint filing agreement and the options described in this Item 6, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer. | |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit | Description |
| 1 | Letter to the Chief Executive Officer, dated September 30, 2013 |
| 2 | Joint Filing Agreement, dated September 30, 2013 |
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 13 of 17 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: September 30, 2013
| CLINTON SPOTLIGHT MASTER FUND, L.P. | |
| By: Clinton Group, Inc., its investment manager | |
| /s/ Francis Ruchalski | |
| Name: Francis Ruchalski | |
| Title: Chief Financial Officer | |
| CLINTON MAGNOLIA MASTER FUND, LTD. | |
| By: Clinton Group, Inc., its investment manager | |
| /s/ Francis Ruchalski | |
| Name: Francis Ruchalski | |
| Title: Chief Financial Officer | |
| CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P. | |
| By: Clinton Relational Opportunity, LLC, its investment manager | |
| /s/ John Hall | |
| Name: John Hall | |
| Title: Authorized Signatory | |
| CLINTON RELATIONAL OPPORTUNITY, LLC | |
| /s/ John Hall | |
| Name: John Hall | |
| Title: Authorized Signatory | |
| CLINTON GROUP, INC. | |
| /s/ Francis Ruchalski | |
| Name: Francis Ruchalski | |
| Title: Chief Financial Officer | |
| /s/ George E. Hall | |
| George E. Hall |
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 14 of 17 Pages |
Appendix A
Directors and Executive Officers of Certain Reporting Persons
CLINTON GROUP, INC.
The following sets forth the name, position and principal occupation of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 51st Floor, New York, New York 10022.
| Name | Position and Principal Occupation |
| George E. Hall | Director and Chief Executive Officer |
| Gregory P. Taxin | President |
| Francis A. Ruchalski | Director and Chief Financial Officer |
| John L. Hall | Director and Secretary |
| Nader Behbehani | Chief Compliance Officer |
CLINTON SPOTLIGHT MASTER FUND, L.P.
Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of SPOT. George Hall is the controlling person of Clinton Spotlight GP, LLC.
CLINTON MAGNOLIA MASTER FUND, LTD.
The following sets forth the name, principal occupation and business address of each director of CMAG. There are no executive officers of CMAG. Each such person is a citizen of the United Kingdom.
| Name | Principal Occupation | Business Address |
| Jane Fleming | Client Accountant of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands |
| Dennis Hunter | Director of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
| Roger Hanson | Director of dms Management Ltd. | c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands |
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.
Clinton Relational Opportunity GP LLC, a Delaware limited liability company, is the general partner of CREL. George Hall is the controlling person of Clinton Relational Opportunity GP LLC.
CLINTON RELATIONAL OPPORTUNITY, LLC
George Hall is the controlling person of CRO.
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 15 of 17 Pages |
Appendix B
TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON
STOCK BY THE REPORTING
PERSONS DURING THE PAST SIXTY DAYS
The following table sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.
SPOT
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 7/30/2013 | 3,275 | 12.158 |
| 7/30/2013 | 3,250 | 12.3038 |
| 7/30/2013 | 5,000 | 12.1148 |
| 8/1/2013 | 3,000 | 12.7329 |
| 8/1/2013 | 5,000 | 12.744 |
| 8/1/2013 | 2,500 | 12.7382 |
| 8/5/2013 | 5,000 | 12.2837 |
| 8/5/2013 | (153,000) | 12 |
| 8/5/2013 | (6,000) | 11 |
| 8/6/2013 | 20,700 | 12.2986 |
| 8/6/2013 | 4,300 | 12.3064 |
| 8/7/2013 | 5,000 | 12.3514 |
| 8/7/2013 | 2,500 | 12.3375 |
| 8/8/2013 | 9,300 | 12.4656 |
| 8/8/2013 | 2,500 | 12.4785 |
| 8/8/2013 | 18,000 | 12.53 |
| 8/8/2013 | 7,500 | 12.6 |
| 8/9/2013 | 7,500 | 12.6 |
| 8/12/2013 | 11,370 | 12.7827 |
| 8/12/2013 | 1,050 | 12.7409 |
| 8/13/2013 | 15,000 | 13.0036 |
| 8/14/2013 | 3,000 | 12.9722 |
| 8/14/2013 | 8,000 | 13.0318 |
| 9/4/2013 | 3,000 | 12.9779 |
| 9/4/2013 | 3,000 | 12.9841 |
| 9/10/2013 | 6,000 | 12.9726 |
| 9/10/2013 | 15,000 | 12.91 |
| 9/16/2013 | 3,000 | 12.9692 |
| 9/16/2013 | 15,000 | 12.98 |
| 9/18/2013 | 27,284 | 13.0966 |
| 9/18/2013 | 862 | 12.93 |
| 9/19/2013 | 34,418 | 13.6679 |
| 9/19/2013 | (500) | 13 |
| 9/20/2013 | (10,440) | 14.0374 |
| 9/20/2013 | (600) | 14.2165 |
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 16 of 17 Pages |
| 9/20/2013 | 780 | 13.8954 |
| 9/20/2013 | 3,590 | 13.8628 |
| 9/23/2013 | 3,000 | 13.8727 |
| 9/23/2013 | 8,250 | 13.882 |
| 9/23/2013 | 1,750 | 13.8847 |
| 9/27/2013 | 18,542 | 13.5949 |
| 9/27/2013 | 11,920 | 14.1384 |
CMAG
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 9/27/2013 | 13,907 | 13.5949 |
| 9/27/2013 | 8,940 | 14.1384 |
CREL
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 7/30/2013 | 2,620 | 12.158 |
| 7/30/2013 | 2,600 | 12.3038 |
| 7/30/2013 | 4,000 | 12.1148 |
| 8/1/2013 | 2,000 | 12.7329 |
| 8/1/2013 | 4,000 | 12.744 |
| 8/1/2013 | 2,000 | 12.7382 |
| 8/5/2013 | 4,000 | 12.2837 |
| 8/5/2013 | (69,800) | 12 |
| 8/5/2013 | (1,500) | 11 |
| 8/7/2013 | 4,000 | 12.3514 |
| 8/7/2013 | 2,000 | 12.3375 |
| 8/8/2013 | 6,200 | 12.4656 |
| 8/8/2013 | 2,000 | 12.4785 |
| 8/8/2013 | 12,000 | 12.53 |
| 8/8/2013 | 5,000 | 12.6 |
| 8/9/2013 | 5,000 | 12.6 |
| 8/12/2013 | 7,580 | 12.7827 |
| 8/12/2013 | 700 | 12.7409 |
| 8/12/2013 | (1,500) | 12 |
| 8/13/2013 | 10,000 | 13.0036 |
| 8/14/2013 | 2,000 | 12.9722 |
| 8/14/2013 | 8,000 | 13.0318 |
| 8/16/2013 | (25,800) | 12 |
| 9/4/2013 | 2,000 | 12.9779 |
| 9/4/2013 | 2,000 | 12.9841 |
| 9/10/2013 | 4,000 | 12.9726 |
| 9/10/2013 | 10,000 | 12.91 |
| 9/16/2013 | 2,000 | 12.9692 |
| 9/16/2013 | 10,000 | 12.98 |
| 9/18/2013 | 18,190 | 13.0966 |
| 9/18/2013 | 575 | 12.93 |
| 9/19/2013 | 22,944 | 13.6679 |
| CISIP No. 8007T101 | SCHEDULE 13D/A | Page 17 of 17 Pages |
| 9/20/2013 | (2,500) | 11 |
| 9/20/2013 | (6,960) | 14.0374 |
| 9/20/2013 | (400) | 14.2165 |
| 9/20/2013 | 520 | 13.8954 |
| 9/20/2013 | 2,393 | 13.8628 |
| 9/23/2013 | 2,000 | 13.8727 |
| 9/23/2013 | 6,600 | 13.882 |
| 9/23/2013 | 1,400 | 13.8847 |
| 9/27/2013 | 13,908 | 13.5949 |
| 9/27/2013 | 8,942 | 14.1384 |
EXHIBIT 1
Letter to the Chief Executive Officer, dated September 30, 2013
September 30, 2013
Ms. Dawn Zier
Chief Executive Officer
NutriSystem, Inc.
600 Office Center Drive
Fort Washington, PA 19034
Re: Stockholder Value Creation at NutriSystem, Inc.
Dear Ms. Zier:
I write on behalf of Clinton Group, Inc., the investment manager to several partnerships and funds (“Clinton Group”) that collectively own more than 5% of the common stock of NutriSystem, Inc. (“NutriSystem” or the “Company”). As you know, we have been enthusiastic investors in NutriSystem for more than two years and in 2012 encouraged the Company to replace the prior Chief Executive Officer and augment the board of directors.
We are pleased that we did.
We believe the steps you have taken as Chief Executive since joining the Company ten months ago have put NutriSystem on firm footing to succeed and grow. We have always believed in the franchise and market opportunity and believe that with your guidance, the Company can return to its former glory, assisting millions of Americans (and eventually non-Americans) with weight loss and disease management. The brand is well recognized and respected and we believe the steps you are taking to extend the Company’s reach (e.g. into Wal-Mart and other retailers) and services (e.g. the coming digital products) are laudable and will, soon, be very profitable.
We are writing to let you know that we have bought more stock recently and are now one of the top three stockholders of the Company.
Given our enthusiasm for all that you are doing and for the Company’s assets and opportunities, you can imagine how bewildered we are by the stock price. We can only assume that the capital markets do not fully appreciate the operating leverage and cash flow generation characteristics of the business or its seasonality.
According to Capital IQ, from 2006 to 2010 (a five-year period that encompasses both pre-financial crisis and post-financial crisis), the Company generated an average of $106 million in EBITDA per year. We believe, with solid blocking-and-tackling in the traditional business and the extension of the Company’s addressable market through digital services, brand licensing, international growth and retail distribution, it is entirely likely that the Company can achieve this
mark for calendar year 2016, if not sooner. (We note that during the Company’s last turnaround, the growth in revenue and EBITDA was fast and furious, with revenue more than tripling in the two years between 2005 and 2007 and EBITDA growing nearly five-fold in that period to a peak of $168 million.)
If we are right about the cash flow opportunity, the capital markets, two years from now, will likely afford the Company an 8-10x forward EBITDA multiple, consistent with the Company’s historical average multiple and those of other growing businesses with strong franchises. With the free cash generated over the next two years (which Citigroup Research estimates at $25 million after dividend payments), plus the existing cash on the balance sheet ($35 million), this implies a stock price in the mid $30s by Fall 2015. Such a stock price would be approximately equal to the average price from 2006 to 2010 and significantly below the stock’s pre-recession peak of $75. For today’s owners, a mid $30s price by the Fall of 2015 implies an annualized return of over 50%.
We commend the Board’s commitment to the dividend, even during this turnaround phase, and encourage you and the Board to consider increasing the dividend as cash flow improves. Citigroup Research projects that in 2014 the Company will have enough free cash flow to increase its dividend by more than 50% if the Company so desired. Absent capital projects with significant expected ROIs, we believe such a use of the excess capital generated by the Company would significantly enhance shareholder value and minimize volatility in the stock price. And, if we are even close to correct about 2016 EBITDA, the Company could more than double its current dividend in just a few short years.
Given the fundamental turnaround on the horizon and the opportunity for an increased dividend, we are surprised the stock is not trading over $20 today. We believe as you demonstrate the success of your efforts in returning the Company to its direct marketing roots this coming diet season, the investment community will recognize the Company’s opportunities and the strength of its business model and assets.
We appreciate all that you are doing for the Company and the stockholders, and know the market soon will too.
Best regards.
//s//
Gregory P. Taxin
President
EXHIBIT 2
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: September 30, 2013
| CLINTON SPOTLIGHT MASTER FUND, L.P. | |
| By: Clinton Group, Inc., its investment manager | |
| /s/ Francis Ruchalski | |
| Name: Francis Ruchalski | |
| Title: Chief Financial Officer | |
| CLINTON MAGNOLIA MASTER FUND, LTD. | |
| By: Clinton Group, Inc., its investment manager | |
| /s/ Francis Ruchalski | |
| Name: Francis Ruchalski | |
| Title: Chief Financial Officer | |
| CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P. | |
| By: Clinton Relational Opportunity, LLC, its investment manager | |
| /s/ John Hall | |
| Name: John Hall | |
| Title: Authorized Signatory | |
| CLINTON RELATIONAL OPPORTUNITY, LLC | |
| /s/ John Hall | |
| Name: John Hall | |
| Title: Authorized Signatory |
| CLINTON GROUP, INC. | |
| /s/ Francis Ruchalski | |
| Name: Francis Ruchalski | |
| Title: Chief Financial Officer | |
| /s/ George E. Hall | |
| George E. Hall |