0001144204-17-063809.txt : 20171215 0001144204-17-063809.hdr.sgml : 20171215 20171215060656 ACCESSION NUMBER: 0001144204-17-063809 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171215 DATE AS OF CHANGE: 20171215 GROUP MEMBERS: BRIAN R. KAHN GROUP MEMBERS: KAHN CAPITAL MANAGEMENT, LLC 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: 1229 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85153 FILM NUMBER: 171257589 BUSINESS ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 300 HARMON MEADOW BLVD. CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018685959 MAIL ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 300 HARMON MEADOW BLVD. CITY: SECAUCUS STATE: NJ ZIP: 07094 FORMER COMPANY: FORMER CONFORMED NAME: VS HOLDINGS, INC. DATE OF NAME CHANGE: 20060425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vintage Capital Management LLC CENTRAL INDEX KEY: 0001511498 IRS NUMBER: 272297824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 SC 13G 1 tv481455_sc13g.htm SC 13G

  

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.    )*

 

 

 

Vitamin Shoppe, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

92849E101

(CUSIP Number)

 

December 5, 2017

(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)

x Rule 13d-1(c)

¨ 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 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).

 

 

 

 

 

CUSIP No. 92849E101Schedule 13GPage 2 of 9

 

1

name of reporting person

Vintage Capital Management, LLC

2

check the appropriate box if a member of a group

(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 shares

6

shared voting power

2,397,496 shares

7

sole dispositive power

0 shares

8

shared dispositive power

2,397,496 shares

9

aggregate amount beneficially owned by each reporting person

2,397,496 shares

10 check box if the aggregate amount in row (9) excludes certain shares

¨

11

percent of class represented by amount in row (9)

9.9%*

12

type of reporting person

OO

 

 

 

 

*Percentage calculated based on 23,977,358 shares of common stock, par value $0.01 per share (the “Common Stock”), outstanding as of October 20, 2017, as reported by Vitamin Shoppe, Inc. (the “Issuer”) in its Form 10-Q filed on November 8, 2017.

 

 

CUSIP No. 92849E101Schedule 13GPage 3 of 9

 

1

name of reporting person

Kahn Capital Management, LLC

2

check the appropriate box if a member of a group

(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 shares

6

shared voting power

2,397,496 shares

7

sole dispositive power

0 shares

8

shared dispositive power

2,397,496 shares

9

aggregate amount beneficially owned by each reporting person

2,397,496 shares

10 check box if the aggregate amount in row (9) excludes certain shares

¨

11

percent of class represented by amount in row (9)

9.9%*

12

type of reporting person

OO

 

 

 

 
*Percentage calculated based on 23,977,358 shares of Common Stock outstanding as of October 20, 2017, as reported by the Issuer in its Form 10-Q filed on November 8, 2017.

 

 

CUSIP No. 92849E101Schedule 13GPage 4 of 9

  

1

name of reporting person

Brian R. Kahn

2

check the appropriate box if a member of a group

(a)  ¨

(b)  ¨

3 sec use only
4

citizenship or place of organization

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY

EACH REPORTING PERSON

WITH

5

sole voting power

0 shares

6

shared voting power

2,397,496 shares

7

sole dispositive power

0 shares

8

shared dispositive power

2,397,496 shares

9

aggregate amount beneficially owned by each reporting person

2,397,496 shares

10 check box if the aggregate amount in row (9) excludes certain shares

¨

11

percent of class represented by amount in row (9)

9.9%*

12

type of reporting person

IN

 

 

 

 
*Percentage calculated based on 23,977,358 shares of Common Stock outstanding as of October 20, 2017, as reported by the Issuer in its Form 10-Q filed on November 8, 2017.

 

 

CUSIP No. 92849E101Schedule 13GPage 5 of 9

 

Item 1(a).Name of Issuer

 

Vitamin Shoppe, Inc. (the “Issuer”).

 

Item 1(b).Address of Issuer’s Principal Executive Offices

 

300 Harmon Meadow Blvd., Secaucus, New Jersey 07094.

 

Item 2(a).Name of Person Filing

 

This Schedule 13G is filed by:

 

(i)Vintage Capital Management, LLC, a Delaware limited liability company (“Vintage Capital”);

 

(ii)Kahn Capital Management, LLC, a Delaware limited liability company (“Kahn Capital”), who serves as a member and majority owner of Vintage Capital; and

 

(iii)Brian R. Kahn, who serves as (A) the manager and a member of Vintage Capital; and (B) the manager and sole member of Kahn Capital.

 

Vintage Capital, Kahn Capital and Mr. Kahn are referred to collectively as the “Reporting Persons.”

 

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 1.

 

Item 2(b).Address of Principal Business Office or, if None, Residence

 

The address of the principal business and principal office of each of the Reporting Persons is 4705 S. Apopka Vineland Road, Suite 206, Orlando, FL 32819.

 

Item 2(c).Citizenship

 

Vintage Capital is a Delaware limited liability company.

 

Kahn Capital is a Delaware limited liability company.

 

Brian R. Kahn is a United States citizen.

 

Item 2(d).Title of Class of Securities

 

Common stock, par value $0.01 per share.

 

Item 2(e).CUSIP Number

 

92849E101

 

 

 

CUSIP No. 92849E101Schedule 13GPage 6 of 9

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

(h)¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.Ownership

 

With respect to the beneficial ownership of the reporting persons, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference.

 

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.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

 

 

CUSIP No. 92849E101Schedule 13GPage 7 of 9

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certifications.

 

By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

CUSIP No. 92849E101Schedule 13GPage 8 of 9

 

Signature

 

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

 

Dated: December 15, 2017

 

  Vintage Capital Management, LLC
   
   
  By:  /s/ Brian R. Kahn
    Name:  Brian R. Kahn
    Title: Manager
       
       
  Kahn Capital Management, LLC
   
   
  By: /s/ Brian R. Kahn
    Name: Brian R. Kahn
    Title: Manager
       
       
  /s/ Brian R. Kahn
  Brian R. Kahn

 

 

 

CUSIP No. 92849E101Schedule 13GPage 9 of 9

 

EXHIBIT INDEX

 

Exhibit 1Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13G filed by Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn on July 27, 2017).