8-K 1 d445242d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 27, 2012

Date of Report (date of earliest event reported)

 

 

SCHIFF NUTRITION INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-14608   87-0563574
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

2002 South 5070 West

Salt Lake City, Utah

  84104-4726
(Address of principal executive offices)   (Zip Code)

(801) 975-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 27, 2012, Schiff Nutrition International, Inc. (the “Company”) entered into amended and restated transaction bonus agreements with each of Tarang Amin, Scott Milsten and Jennifer Steeves-Kiss, pursuant to which the Company will pay to each such executive officer a lump-sum cash bonus of $5,000,000, $450,000 and $450,000, respectively, if (i) the initial acceptance (the “Offer Acceptance Date”) by Ascot Acquisition Corp., a Delaware corporation (“Merger Sub”), a wholly-owned subsidiary of Reckitt Benckiser LLC, a Delaware limited liability company (“Parent”), a wholly-owned subsidiary of Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”), of Company shares tendered pursuant to the pending tender offer (“Offer”) by Merger Sub as contemplated by the Agreement and Plan of Merger dated November 21, 2012 by and among Parent, Merger Sub, the Company and, for limited purposes described therein, Ultimate Parent, occurs on or before December 31, 2012 and (ii) such executive officer remains employed by the Company on the Offer Acceptance Date, or has been terminated by the Company without Cause (as defined in each executive officer’s employment agreement) prior thereto. A form of the amended and restated transaction bonus agreement is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

10.1    Form of Amended and Restated Transaction Bonus Agreement by and between Schiff Nutrition International, Inc. and each of Tarang Amin, Scott Milsten and Jennifer Steeves-Kiss.


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.

 

SCHIFF NUTRITION INTERNATIONAL, INC.
By:  

/s/ Joseph W. Baty

  Name:   Joseph W. Baty
  Title:   Executive Vice President and Chief Financial Officer

Date: November 27, 2012


EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1    Form of Amended and Restated Transaction Bonus Agreement by and between Schiff Nutrition International, Inc. and each of Tarang Amin, Scott Milsten and Jennifer Steeves-Kiss.

 

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