0001193125-13-000090.txt : 20130102 0001193125-13-000090.hdr.sgml : 20130101 20130102065000 ACCESSION NUMBER: 0001193125-13-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121231 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130102 DATE AS OF CHANGE: 20130102 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34507 FILM NUMBER: 13500164 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 8-K 1 d460146d8k.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

Date of Report (Date of earliest event reported): December 31, 2012

 

 

Vitamin Shoppe, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   11-3664322

(State or Other Jurisdiction of

Incorporation or Organization)

  

(IRS Employer

Identification No.)

001-34507

(Commission File Number)

2101 91st Street

North Bergen, New Jersey 07047

(Addresses of Principal Executive Offices, including Zip Code)

(800) 223-1216

(Registrant’s Telephone Number, Including Area Code)

 

 

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:

 

¨ 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 8.01 OTHER EVENTS

On December 31, 2012, Vitamin Shoppe, Inc. (the “Company”) issued a press release announcing that the United States Federal Trade Commission has notified the Company that it is conducting an investigation into the planned acquisition by Vitamin Shoppe Mariner, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, of the assets of Super Supplements, Inc. (“Super Supplements”). Both the Company and Super Supplements have agreed to extend the outside date for consummation of the transaction from December 31, 2012 to March 1, 2013. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company previously announced, in a press release on December 17, 2012, that the Company has entered into a definitive agreement to purchase the assets of Super Supplements, Inc. through Vitamin Shoppe Mariner, Inc. The press release is described in more detail in the Company’s Current Report on Form 8-K filed on December 17, 2012.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) EXHIBITS

 

99.1    Press Release dated December 31, 2012 (furnished pursuant to 8.01).

SIGNATURE

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.

 

  Vitamin Shoppe, Inc.
Date: December 31, 2012   By:  

/s/ Jean W. Frydman

    Name:   Jean W. Frydman
    Title:  

Vice President, General Counsel &

Corporate Secretary

 EX-99.1 2 d460146dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

VITAMIN SHOPPE, INC.   
2101 91st Street   

North Bergen, NJ07047

(201) 624-3000

www.vitaminshoppe.com

    FOR IMMEDIATE RELEASE

FTC Investigation Regarding The Vitamin Shoppe’s Planned

Acquisition of Super Supplements

NORTH BERGEN, N.J., December 31, 2012–The Vitamin Shoppe (NYSE: VSI), a leading specialty retailer and direct marketer of nutritional products, today announced that the United States Federal Trade Commission (FTC) has notified VSI that it is conducting an investigation into the planned acquisition by the Vitamin Shoppe of the assets of Super Supplements, Inc., which was announced on December 17, 2012.The FTC staff conducting the investigation has stated in a letter to the parties that the inquiry will extend beyond December 31, 2012, and has not yet provided any indication as to the likely outcome or ultimate timing of its inquiry. In light of the investigation, VSI and Super Supplements, Inc. have agreed to extend the outside date for consummation of the transaction from December 31, 2012 to March 1, 2013, and are cooperating with the FTC in its investigation. There can be no assurance as to whether and when the transaction will be consummated in light of these developments.

About the Vitamin Shoppe, Inc. (NYSE:VSI)

Vitamin Shoppe is a leading specialty retailer and direct marketer of nutritional products based in North Bergen, New Jersey. The company sells vitamins, minerals, nutritional supplements, herbs, sports nutrition formulas, homeopathic remedies, green living products, and health and beauty aids to customers located primarily in the United States. The company carries national brand products as well as exclusive products under the Vitamin Shoppe, BodyTech and True Athlete proprietary brands. The Vitamin Shoppe conducts business through more than 560 company-operated retail stores, website, www.VitaminShoppe.com and national mail order catalogs. Follow The Vitamin Shoppe on Facebook at http://www.facebook.com/THEVITAMINSHOPPE and on Twitter at http://twitter.com/VitaminShoppe.

About Super Supplements

Super Supplements has been providing top health and wellness products, information and inspiration for almost two decades, specializing in quality natural products, vitamins &supplements, beauty & personal care items, herbal remedies, homeopathic remedies, healthy drinks & teas and natural pet health products at the very best overall value. The company conducts business through 31 company-owned retail stores in the Pacific Northwest and at http://www.SuperSup.com.

Forward Looking Statements

Certain statements in this press release are “forward-looking statements.” Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including uncertainties as to whether the proposed purchase of Super Supplement will be consummated, the risk that the operations of Super Supplements will not be integrated successfully, uncertainty as to the expected performance of Super Supplements’ business once acquired by the Vitamin Shoppe, the strength of the economy, changes in the overall level of consumer spending, the performance of the Company’s products within the prevailing retail environment, trade restrictions, availability of suitable store locations at appropriate terms and other factors which are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in all filings with the Securities and Exchange Commission made by the Company subsequent to the filing of the Form 10-K. Certain risks and uncertainties specifically related to the transaction include the risk that the FTC may seek to enjoin the transaction, seek divestitures that would be unacceptable to one or more of the parties, or take other actions to prevent or affect the transaction, and the risk that certain closing conditions may fail to occur, any of which may result in the transaction not being consummated. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

CONTACTS:

Investors:

Kathleen Heaney

646-912-3844

ir@vitaminshoppe.com

Media:

Susan McLaughlin

Director Corporate Communications

201-624-3134

smclaughlin@vitaminshoppe.com

 

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