8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2010

NBTY, INC.

(Exact name of registrant as specified in its charter)

Delaware	No. 001-31788	No. 11-2228617
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2100 Smithtown Avenue, Ronkonkoma, New York 11779

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (631) 567-9500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders

On September 22, 2010, NBTY, Inc., a Delaware corporation (the “Company”), issued a press release announcing that at a special meeting of stockholders of the Company held on September 22, 2010, its stockholders approved the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated July 15, 2010, by and among the Company, Alphabet Holding Company, Inc., a Delaware corporation (“Parent”), and Alphabet Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger (the “Merger”) of Merger Sub with and into the Company. The stockholders of the Company also voted to approve the proposal to adjourn the special meeting if necessary or appropriate to solicit additional proxies. The special meeting was not adjourned to a later date. The final voting results for each proposal are set forth below:

Proposal 1: Adopt the Merger Agreement

For	Against	Abstain	Broker Non-Votes
50,498,252	165,091	20,941	0

Proposal 2: Adjourn the Special Meeting

For	Against	Abstain	Broker Non-Votes
47,777,212	2,883,865	23,207	0

Following the approval of the proposal to adopt the Merger Agreement by the stockholders of the Company, all conditions to the closing of the Merger set forth in the Merger Agreement have been satisfied (other than those conditions to be satisfied by action taken by the parties at the closing). Under the Merger Agreement, Parent is obligated to consummate the Merger upon completion of the twenty day marketing period for debt financing, which will commence on September 23, 2010, but it is the Company’s expectation that the Merger could be completed as soon as the beginning of October 2010.

A copy of the press release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated September 22, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NBTY, INC. (Registrant)
Date: September 22, 2010	By:	/s/ Harvey Kamil
	Name:	Harvey Kamil
	Title:	President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated September 22, 2010

EX-99.1

Exhibit 99.1

Contact: Harvey Kamil NBTY, Inc. President & Chief Financial Officer 631-200-2020 Carl Hymans G.S. Schwartz & Co. 212-725-4500 carlh@schwartz.com

NBTY, INC. ANNOUNCES STOCKHOLDER APPROVAL OF

MERGER AGREEMENT WITH AFFILIATE OF THE CARLYLE GROUP

RONKONKOMA, NY, September 22, 2010 – NBTY, Inc. (NYSE: NTY), a leading global manufacturer and marketer of nutritional supplements, today announced that its stockholders have approved the proposal to adopt the merger agreement providing for NBTY’s acquisition by an affiliate of The Carlyle Group.

The affirmative vote of the holders of a majority of the outstanding shares of common stock of NBTY was required to approve the proposal to adopt the merger agreement. According to the final tally of shares voted, approximately 50,498,252 shares of common stock of NBTY voted for the approval of the proposal to adopt the merger agreement, representing approximately 79.6 percent of the outstanding shares of common stock of NBTY as of the close of business on August 23, 2010, the record date for this vote.

Following the approval of the proposal to adopt the merger agreement by NBTY’s stockholders, all conditions to the closing of the merger set forth in the merger agreement have been satisfied (other than those conditions to be satisfied by action taken by the parties at the closing). Under the merger agreement, the affiliate of Carlyle is obligated to consummate the merger upon completion of the twenty day marketing period for the debt financing, which will commence on September 23, 2010, but it is NBTY’s expectation that the merger could be completed as soon as the beginning of October 2010.

About NBTY, Inc.

NBTY is a leading global vertically integrated manufacturer, marketer and distributor of a broad line of high-quality, value-priced nutritional supplements in the United States and throughout the world. Under a number of NBTY and third party brands, the company offers over 25,000 products, including products marketed by the Company’s Nature’s Bounty^® (www.NaturesBounty.com), Vitamin World^® (www.VitaminWorld.com), Puritan’s Pride^® (www.Puritan.com), Holland & Barrett^® (www.HollandAndBarrett.com), Rexall^® (www.Rexall.com), Sundown^® (www.SundownNutrition.com), MET-Rx^® (www.MetRX.com), Worldwide Sport Nutrition^® (www.SportNutrition.com), American Health^® (www.AmericanHealthUS.com), GNC (UK)^® (www.GNC.co.uk), DeTuinen^® (www.DeTuinen.nl), LeNaturiste™ (www.LeNaturiste.com), SISU^® (www.SISU.com), Solgar^® (www.Solgar.com), Good ‘n’ Natural^® (www.goodnnatural.com), Home Health™ (www.homehealthus.com), Julian Graves, Ester-C^® (www.Ester-C.com) and Natural Wealth (www.naturalwealth.com) brands. NBTY routinely posts information that may be important to investors on its web site.

Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to NBTY, the proposed merger and its business. These forward-looking statements can be identified by the use of terminology such as “subject to,” “believe,” “expects,” “plan,” “project,” “estimate,” “intend,” “may,” “will,” “should,” “can,” or “anticipates,” or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy. Although all of these forward looking statements are believed to be reasonable, they are inherently uncertain. Factors which may materially affect such forward-looking statements include, but are not limited to (i) slow or negative growth in the nutritional supplement industry; (ii) interruption of business or negative impact on sales and earnings due to acts of God, acts of war, terrorism, bio-terrorism, civil unrest or disruption of mail service; (iii) adverse publicity regarding nutritional supplements; (iv) inability to retain customers of companies (or mailing lists) recently acquired; (v) increased competition; (vi) increased costs; (vii) loss or retirement of key members of management; (viii) increases in the cost of borrowings and/or unavailability of additional debt or equity capital; (ix) unavailability of, or inability to consummate, advantageous acquisitions in the future, including those that may be subject to bankruptcy approval or the inability of NBTY to integrate acquisitions into the mainstream of its business; (x) changes in general worldwide economic and political conditions in the markets in which NBTY may compete from time to time; (xi) the inability of NBTY to gain and/or hold market share of its wholesale and/or retail customers anywhere in the world; (xii) unavailability of electricity in certain geographical areas; (xiii) the inability of NBTY to obtain and/or renew insurance and/or the costs of the same; (xiv) exposure to and expense of defending and resolving product liability and intellectual property claims and other litigation; (xv) the ability of NBTY to successfully implement its business strategy; (xvi) the inability of NBTY to manage its retail, wholesale, manufacturing and other operations efficiently; (xvii) consumer acceptance of NBTY’s products; (xviii) the inability of NBTY to renew leases for its retail locations; (xix) the inability of NBTY’s retail stores to attain or maintain profitability; (xx) the absence of clinical trials for many of NBTY’s products; (xxi) sales and earnings volatility and/or trends for the Company and its market segments; (xxii) the efficacy of NBTY’s Internet and on-line sales and marketing strategies; (xxiii) fluctuations in foreign currencies, including the British pound, the Euro and the Canadian dollar; (xxiv) import-export controls on sales to foreign countries; (xxv) the inability of NBTY to secure favorable new sites for, and delays in opening, new retail and manufacturing locations; (xxvi) introduction of and compliance with new federal, state, local or foreign legislation or regulation or adverse determinations by regulators anywhere in the world (including the banning of products) and more particularly Good Manufacturing Practices in the United States, the Food Supplements Directive and Traditional Herbal Medicinal Products Directive in Europe and Section 404 requirements of the Sarbanes-Oxley Act of 2002; (xxvii) the mix of NBTY’s products and the profit margins thereon; (xxviii) the availability and pricing of raw materials; (xxix) risk factors discussed in NBTY’s filings with the U.S. Securities and Exchange Commission; (xxx) adverse effects on NBTY as a result of increased energy prices and potentially reduced traffic flow to NBTY’s retail locations; (xxxi) adverse tax determinations; (xxxii) the loss of a significant customer of the Company; (xxxiii) potential investment losses as a result of liquidity conditions; (xxxiv) other factors beyond the Company’s control; and (xxxv) uncertainties associated with the proposed sale of NBTY to a company controlled by Carlyle, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction.

Readers are cautioned not to place undue reliance on forward-looking statements. NBTY cannot guarantee future results, trends, events, levels of activity, performance or achievements. NBTY does not undertake and specifically declines any obligation to update, republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

Consequently, such forward-looking statements should be regarded solely as NBTY’s current plans, estimates and beliefs.