-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OdyiloPYHlC4zOGF/C5qmmImBkK5UxZCbGvsgTj6JQzU1vegsbqMVtnA8aPfi8MQ nAehYxBwBkgbEQQg0ASRcw== 0000950130-10-000232.txt : 20100528 0000950130-10-000232.hdr.sgml : 20100528 20100527204057 ACCESSION NUMBER: 0000950130-10-000232 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100528 DATE AS OF CHANGE: 20100527 GROUP MEMBERS: ANTHONY TRUESDALE GROUP MEMBERS: IPC MANAGER II, LLC GROUP MEMBERS: JDH MANAGEMENT, LLC GROUP MEMBERS: JOHN D. HOWARD GROUP MEMBERS: LOUIS WEISS GROUP MEMBERS: RICHARD MARKEE GROUP MEMBERS: THOMAS TOLWORTHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vitamin Shoppe, Inc. CENTRAL INDEX KEY: 0001360530 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 113664322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85153 FILM NUMBER: 10864181 BUSINESS ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 2101 91ST STREET CITY: NORTH BERGEN STATE: NJ ZIP: 07047 BUSINESS PHONE: 800-223-1216 MAIL ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 2101 91ST STREET CITY: NORTH BERGEN STATE: NJ ZIP: 07047 FORMER COMPANY: FORMER CONFORMED NAME: VS HOLDINGS, INC. DATE OF NAME CHANGE: 20060425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IPC/Vitamin, LLC CENTRAL INDEX KEY: 0001475041 IRS NUMBER: 010757453 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: (212) 551-4500 MAIL ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Vitamin Shoppe, Inc.

 

(Name of Issuer)

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

92849E101

 

(CUSIP Number)

May 25, 2010

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 92849E101    Page 2 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    IPC/Vitamin, LLC(1)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Delaware

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    9,010,281(2)

   6.   

Shared Voting Power

 

    0

   7.   

Sole Dispositive Power

 

    9,010,281(2)

   8.   

Shared Dispositive Power

 

    0

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    9,010,281(2)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    32.5%

12.

 

Type of Reporting Person (See Instructions)

 

    OO

 

(1) The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC.
(2) The Reporting Person is managed by IPC Manager II, LLC, which is managed by JDH Management, LLC, of which Mr. John D. Howard is the sole member. As such, each of IPC Manager II, LLC, JDH Management, LLC and Mr. John D. Howard may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. Each of IPC Manager II, LLC, JDH Management, LLC and Mr. John D. Howard shares investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaims beneficial ownership of such Stock except to the extent of its pecuniary interest therein.


CUSIP No. 92849E101    Page 3 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    John D. Howard

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    9,010,281(1)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    9,010,281(1)

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    9,010,281(1)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    32.5%

12.

 

Type of Reporting Person (See Instructions)

 

    IN

 

(1) The Reporting Person is the sole member of JDH Management, LLC, the manager of IPC Manager II, LLC, which is the manager of IPC/Vitamin LLC. As such, the Reporting Person may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. The Reporting Person shares investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaims beneficial ownership of such Stock except to the extent of his pecuniary interest therein.


CUSIP No. 92849E101    Page 4 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    JDH Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Delaware

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    9,010,281(1)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    9,010,281(1)

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    9,010,281(1)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    32.5%

12.

 

Type of Reporting Person (See Instructions)

 

    OO

 

(1) The Reporting Person is the manager of IPC Manager II, LLC, which is the manager of IPC/Vitamin LLC. As such, the Reporting Person may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. JDH Management, LLC and IPC Manager II, LLC share investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaim beneficial ownership of such Stock to the extent of their pecuniary interest therein.


CUSIP No. 92849E101    Page 5 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    IPC Manager II, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Delaware

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    9,010,281(1)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    9,010,281(1)

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    9,010,281(1)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    32.5%

12.

 

Type of Reporting Person (See Instructions)

 

    OO

 

(1) The Reporting Person is the manager of IPC/Vitamin LLC. As such, the Reporting Person may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. IPC Manager II, LLC shares investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaims beneficial ownership of such Stock to the extent of its pecuniary interest therein.


CUSIP No. 92849E101    Page 6 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    Richard Markee(1)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    140,507(1)(2)

   6.   

Shared Voting Power

 

    0

   7.   

Sole Dispositive Power

 

    140,507(1)(2)

   8.   

Shared Dispositive Power

 

    0

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    140,507(2)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    0.51%

12.

 

Type of Reporting Person (See Instructions)

 

    IN

 

(1) The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The agreement also provides for take-along and co-sale rights.
(2) The Reporting Person also owns options to acquire 400,135 shares of Stock of the Issuer. Such shares, when and if issued, would be subject to the Securityholders Agreement referred to above. For purposes of Row (9) above, only securities subject to the Securityholders Agreement are reported.


CUSIP No. 92849E101    Page 7 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    Thomas Tolworthy(1)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    165,076

   6.   

Shared Voting Power

 

    0

   7.   

Sole Dispositive Power

 

    165,076

   8.   

Shared Dispositive Power

 

    0

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    165,076

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    0.60%

12.

 

Type of Reporting Person (See Instructions)

 

    IN

 

(1) The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The agreement also provides for take-along and co-sale rights.

 

(2) The Reporting Person also owns options to acquire 5,000 shares of Stock of the Issuer. Such shares, when and if issued, would be subject to the Securityholders Agreement referred to above. For purposes of Row (9) above, only securities subject to the Securityholders Agreement are reported.


CUSIP No. 92849E101    Page 8 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    Anthony Truesdale(1)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    9,223(1)(2)

   6.   

Shared Voting Power

 

    0

   7.   

Sole Dispositive Power

 

    9,223(1)(2)

   8.   

Shared Dispositive Power

 

    0

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    9,223(2)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    0.03%

12.

 

Type of Reporting Person (See Instructions)

 

    IN

 

(1) The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The agreement also provides for take-along and co-sale rights.
(2) The Reporting Person also owns options to acquire 624,401 shares of Stock of the Issuer. Such shares, when and if issued, would be subject to the Securityholders Agreement referred to above. For purposes of Row (9) above, only securities subject to the Securityholders Agreement are reported.


CUSIP No. 92849E101    Page 9 of 14 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

    Louis Weiss(1)

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)   ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States

Number of Shares Beneficially Owned by Each Reporting Person With    5.    

Sole Voting Power

 

    2,170(1)(2)

   6.   

Shared Voting Power

 

    0

   7.   

Sole Dispositive Power

 

    2,170(1)(2)

   8.   

Shared Dispositive Power

 

    0

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    2,170(2)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    x

11.

 

Percent of Class Represented by Amount in Row (9)

 

    0.01%

12.

 

Type of Reporting Person (See Instructions)

 

    IN

 

(1) The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The agreement also provides for take-along and co-sale rights.
(2) The Reporting Person also owns options to acquire 131,499 shares of Stock of the Issuer. Such shares, when and if issued, would be subject to the Securityholders Agreement referred to above. For purposes of Row (9) above, only securities subject to the Securityholders Agreement are reported.


CUSIP No. 92849E101    Page 10 of 14 Pages

 

Item l.    (a)    Name of Issuer
      Vitamin Shoppe, Inc. (the “Issuer”)
   (b)    Address of Issuer’s Principal Executive Offices
     

2101 91st Street

North Bergen, New Jersey 07047

Item 2.    (a)    Names of Persons Filing
      This statement on Schedule 13G is being filed jointly by (1) IPC/Vitamin, LLC, (2) John D. Howard, (3) JDH Management, LLC, (4) IPC Manager II, LLC, (5) Richard Markee, (6) Thomas Tolworthy, (7) Anthony Truesdale, and (8) Louis Weiss. The persons described in items (1) through (8) are referred to herein as the “Reporting Persons.”
   (b)    Address of Principal Business Office or, if none, Residence
      Each Reporting Person, other than Richard Markee, Thomas Tolworthy, Anthony Truesdale and Louis Weiss has its, or his principal business office at:
     

277 Park Avenue

New York, New York 10172

 

Each of Richard Markee, Thomas Tolworthy, Anthony Truesdale and Louis Weiss has his principal business office at:

 

2101 91st Street

North Bergen, New Jersey 07047

   (c)    Citizenship
     

Each of IPC/Vitamin, LLC, JDH Management, LLC and IPC Manager II, LLC is a limited liability company organized in the State of Delaware.

 

Each of John D. Howard, Richard Markee, Thomas Tolworthy, Anthony Truesdale and Louis Weiss is a citizen of the United States.

   (d)    Title of Class of Securities
      This Statement relates to shares of the common stock of the Issuer, par value $0.01 per share (the “Stock”).
   (e)    CUSIP Number
      92849E101
Item 3.    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   Not Applicable.


CUSIP No. 92849E101    Page 11 of 14 Pages

 

Item 4.    Ownership.
   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   (a)    Amount beneficially owned:
      IPC/Vitamin LLC, John D. Howard, JDH Management LLC, and IPC Manager II, LLC (the “IPC Parties”) beneficially own 9,010,281 shares of Stock. Mr. Markee owns 140,507 shares of Stock subject to the Agreement (as defined below). Mr. Tolworthy owns 165,076 shares of Stock subject to the Agreement. Mr. Truesdale owns 9,223 shares of Stock subject to the Agreement. Mr. Weiss owns 2,170 shares of Stock subject to the Agreement.
   (b)    Percent of class:
      The IPC Parties beneficially own approximately 32.5% of the outstanding shares of Stock of the Issuer based upon 27,698,366 shares of Stock outstanding as of April 30, 2010, as reflected in Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-166718) filed on May 19, 2010, after giving effect to the offering described therein.
   (c)    Number of shares as to which the person has:
      (i)   Sole power to vote or to direct the vote
        See the responses to Item 5 on the attached cover pages.
      (ii)   Shared power to vote or to direct the vote
        See the responses to Item 6 on the attached cover pages.
      (iii)   Sole power to dispose or to direct the disposition of
        See the responses to Item 7 on the attached cover pages.
      (iv)   Shared power to dispose or to direct the disposition of
        See the responses to Item 8 on the attached cover pages.
  

IPC/Vitamin, LLC is a party to a Securityholders Agreement, dated October 27, 2009 (the Agreement”), as amended from time to time, pursuant to which IPC/Vitamin, LLC has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. In addition, such designated persons must comprise a majority of the directors on the board of directors of any of the subsidiaries of the Issuer and of any committee of the board of directors of the Issuer. In addition, the agreement provides for co-sale rights. In addition, in the event of sales by IPC of shares of Stock, securityholders may under certain circumstances elect to participate in the contemplated transfer of shares by IPC. The other parties to the Agreement include (i) VSI Investments, LLC, (ii) Jeffrey Horowitz, (iii) Thomas Tolworthy, (iv) Richard Markee, (v) Anthony Truesdale and (vi) Louis Weiss. Approximately 10.6 million shares of Stock are currently subject to the Agreement.

 

Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed or who are otherwise party to the Agreement constitute a “group” for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

 

Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission that any Reporting Peron is the beneficial owner of the Stock for the purposes of Section 13(d) of the Act or for any other purpose, and, except as otherwise expressly stated herein, such beneficial ownership is expressly disclaimed.

Item 5.    Ownership of Five Percent or Less of a Class
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨
Item 6.    Ownership of More than Five Percent on Behalf of Another Person
   Not Applicable.

 

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   Not Applicable.
Item 8.    Identification and Classification of Members of the Group
   Not Applicable
Item 9.    Notice of Dissolution of Group
   Not Applicable.
Item 10.    Certification
   Not Applicable to filings pursuant to Rule 13d-1(d).


SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 27, 2010

 

IPC/VITAMIN, LLC
By:   IPC Manager II, LLC
Its:   Manager

By:

  JDH Management, LLC

Its:

  Manager
By:   /s/ John D. Howard
Name:   John D. Howard
Title:   Sole Member


By:   /s/ John D. Howard
  John D. Howard
IPC MANAGER II, LLC
By:   JDH Management, LLC
Its:   Manager
By:   /s/ John D. Howard
Name:   John D. Howard
Title:   Sole Member
JDH MANAGEMENT, LLC
By:   /s/ John D. Howard
Name:   John D. Howard
Title:   Sole Member
Richard Markee
By:   /s/ Richard Markee
Name:   Richard Markee
Thomas Tolworthy
By:   /s/ Thomas Tolworthy
Name:   Thomas Tolworthy
Anthony Truesdale
By:   /s/ Anthony Truesdale
Name:   Anthony Truesdale
Louis Weiss
By:   /s/ Louis Weiss
Name:   Louis Weiss


EXHIBIT INDEX

 

Exhibit

Number

  

Exhibit Description

99.1    Joint Filing Agreement.
99.2    Securityholders Agreement, by and among Vitamin Shoppe, Inc. and its securityholders, dated October 27, 2009 (incorporated by reference herein to Exhibit 10.1 of the Current Report on Form 8-K filed by Vitamin Shoppe, Inc. on November 2, 2009).
EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of to such a statement on Schedule 13G with respect to the common stock of Vitamin Shoppe, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Dated: May 27, 2010

 

IPC/VITAMIN, LLC

By:   IPC Manager II, LLC
Its:   Manager
By:   JDH Management, LLC
Its:   Manager
By:  

/s/ John D. Howard

Name:   John D. Howard
Title:   Sole Member


By:  

/s/ John D. Howard

  John D. Howard

IPC MANAGER II, LLC

By:   JDH Management, LLC
Its:   Manager
By:  

/s/ John D. Howard

Name:   John D. Howard
Title:   Sole Member

JDH MANAGEMENT, LLC

By:  

/s/ John D. Howard

Name:   John D. Howard
Title:   Sole Member

Richard Markee

By:  

/s/ Richard Markee

Name:   Richard Markee

Thomas Tolworthy

By:  

/s/ Thomas Tolworthy

Name:   Thomas Tolworthy
Anthony Truesdale
By:   /s/ Anthony Truesdale
Name:   Anthony Truesdale
Louis Weiss
By:   /s/ Louis Weiss
Name:   Louis Weiss
-----END PRIVACY-ENHANCED MESSAGE-----