Mga Batayang Estadistika
CIK | 1022368 |
SEC Filings
SEC Filings (Chronological Order)
December 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-14608 SCHIFF NUTRITION INTERNATIONAL, INC. (Exact name of registrant as |
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December 19, 2012 |
RECKITT BENCKISER GROUP PLC - SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of |
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December 18, 2012 |
SC 13D/A 1 wni25.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 92 |
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December 17, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 17, 2012 Registration No. 333-27973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schiff Nutrition International, Inc. (Exact Name of Registrant as Specified in its Ch |
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December 17, 2012 |
Reckitt Benckiser Successfully Completes Tender Offer for Shares of Schiff Nutrition QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(5)(viii) Reckitt Benckiser Successfully Completes Tender Offer for Shares of Schiff Nutrition SLOUGH, England—(BUSINESS WIRE)—December 17, 2012. |
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December 17, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 17, 2012 Registration No. |
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December 17, 2012 |
- AMENDMENT NO. 3 TO SCHEDULE 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Persons Filing Statement) Class A Common Stock, par value $.01 per share Class B Comm |
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December 17, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 17, 2012 Registration No. |
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December 17, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 28, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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December 17, 2012 |
Amendment No. 3 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par |
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December 17, 2012 |
Form 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): December 15, 2012 Schiff Nutrition International, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14608 87-0563574 (State or other jurisdiction of |
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December 17, 2012 |
EX-3.2 3 d454986dex32.htm SECOND AMENDED AND RESTATED BYLAWS OF SCHIFF NUTRITION INTERNATIONAL, INC Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS of SCHIFF NUTRITION INTERNATIONAL, INC. EFFECTIVE DECEMBER 17, 2012 ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without |
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December 17, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 17, 2012 Registration No. |
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December 17, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 17, 2012 Registration No. |
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December 17, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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December 17, 2012 |
SHF / Silver Hill Trust 2018-SBC1 / TPG Group Holdings (SBS) Advisors, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of |
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December 17, 2012 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SCHIFF NUTRITION INTERNATIONAL, INC. EX-3.1 2 d454986dex31.htm SECOND AMENDED AND RESTATED CERTIFICATE Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCHIFF NUTRITION INTERNATIONAL, INC. FIRST. The name of the corporation is Schiff Nutrition International, Inc. (the “Corporation”). SECOND. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of |
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December 10, 2012 |
SC TO-T/A 1 a2212099zscto-ta.htm SC TO-T/A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) ASCOT A |
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December 10, 2012 |
- AMENDMENT NO. 2 TO SCHEDULE 14D-9 Amendment No. 2 to Schedule 14D-9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Persons Filing Statement) Class A Common Stock, par |
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December 10, 2012 |
Reckitt Benckiser Employees of Schiff Nutrition International, Inc. Q&A Exhibit (a)(5)(vii) Reckitt Benckiser for Employees of Schiff Nutrition International, Inc. |
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December 10, 2012 |
Reckitt Benckiser Employees of Schiff Nutrition International, Inc. Q&A Reckitt Benckiser Q&A for Employees of the Company Exhibit (a)(1)(p) Reckitt Benckiser for Employees of Schiff Nutrition International, Inc. |
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December 6, 2012 |
- AMENDMENT NO. 1 TO SCHEDULE 14D-9 Amendment No. 1 to Schedule 14D-9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Persons Filing Statement) Class A Common Stock, par |
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December 6, 2012 |
SC TO-T/A 1 a2212067zscto-ta.htm SC TO-T/A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) ASCOT A |
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December 6, 2012 |
SEC Response Letter 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES December 6, 2012 Abu Dhabi Barcelona Beijing Boston Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Va |
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December 6, 2012 |
December 6, 2012 VIA E-MAIL Daniel F. Duchovny Special Counsel Office of Mergers & Acquisitions U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Schiff Nutrition International, Inc. Schedule TO filed November 16, 2012, as amended, by Ascot Acquisition Corp., Reckitt Benckiser LLC and Reckitt Benckiser Group PLC File No. 005-51083 Dear Mr. Duchovny: Referen |
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December 3, 2012 |
SHF / Silver Hill Trust 2018-SBC1 / RECKITT BENCKISER GROUP PLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 806693107 (CUSIP Number of Class of Securities) Class B Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) None (CUSIP N |
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December 3, 2012 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares of Schiff Nutrition International, Inc. |
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November 30, 2012 |
SCHEDULE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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November 27, 2012 |
SC TO-T/A 1 a2211948zscto-ta.htm SC TO-T/A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) ASCOT A |
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November 27, 2012 |
[SCHIFF NUTRITION INTERNATIONAL, INC. LETTERHEAD] Form of Amended and Restated Transaction Bonus Agreement Exhibit 10.1 [SCHIFF NUTRITION INTERNATIONAL, INC. LETTERHEAD] November 27, 2012 CONFIDENTIAL [Name] [Inside Address] RE: Amended and Restated Transaction Bonus Letter Agreement Dear XXXX, This letter amends and restates the letter agreement dated October 29, 2012 between you and Schiff Nutrition International, Inc. (the “Company”) pertainin |
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November 27, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ix) Amended and Restated NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Class A Common Stock Class B Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 27, 2012 |
Exhibit (a)(1)(xi) Amended and Restated Offer To Purchase For Cash All Outstanding Shares of Common Stock Of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 27, 2012 |
EX-99.(A)(1)(X) 5 a2211948zex-99a1x.htm EX-99.(A)(1)(X) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(x) Amended and Restated Offer To Purchase For Cash All Outstanding Shares of Class A Common Stock Class B Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. at $42.00 NET PER SHARE Pursuant to the Offer to Purchase dated November 27, 2012 by ASCOT ACQUISITION C |
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November 27, 2012 |
Letter from the CEO of Ultimate Parent to employees Exhibit (a)(1)(O) 27 November 2012 Dear Schiff employees, I am Rakesh Kapoor, the CEO of Reckitt Benckiser. |
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November 27, 2012 |
SC 14D9 1 d443316dsc14d9.htm SCHEDULE 14D-9 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Person Filing Statement) Class A Common S |
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November 27, 2012 |
AMENDMENT NO. 2 TO THE STANDSTILL AGREEMENT EX-99.(A)(1)(J) 3 d443316dex99a1j.htm AMENDMENT NO. 2 TO STANDSTILL AGREEMENT Exhibit (a)(1)(J) AMENDMENT NO. 2 TO THE STANDSTILL AGREEMENT This Amendment No. 2 to the Standstill Agreement, dated as of November 21, 2012 (this “Amendment”), amends the Standstill Agreement, dated as of October 14, 2010, by and between Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), and |
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November 27, 2012 |
AMENDMENT TO STANDSTILL AGREEMENT Amendment to Standstill Agreement Exhibit (a)(1)(I) AMENDMENT TO STANDSTILL AGREEMENT This AMENDMENT, dated as of October 29, 2012 (this “Amendment”), amends the Standstill Agreement, dated as of October 14, 2010 (the “Standstill Agreement”), by and between Schiff Nutrition International, Inc. |
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November 27, 2012 |
SHF / Silver Hill Trust 2018-SBC1 / TPG Group Holdings (SBS) Advisors, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of |
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November 27, 2012 |
Exhibit (a)(5)(vi) 27 November 2012 Dear Schiff employees, I am Rakesh Kapoor, the CEO of Reckitt Benckiser. |
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November 27, 2012 |
EX-99.(A)(2) 6 d443316dex99a2.htm LETTER TO STOCKHOLDERS OF THE COMPANY Exhibit (a)(2) November 27, 2012 Dear Stockholder: We are pleased to inform you that on November 21, 2012, Schiff Nutrition International, Inc. (“Schiff”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Reckitt Benckiser LLC, a Delaware limited liability company and an indirect wholly-owned subsidiar |
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November 27, 2012 |
Confidential Agreement between Company and Reckitt Benckiser Group plc Exhibit (e)(2) November 16, 2012 Reckitt Benckiser Group plc c/o Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P. |
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November 27, 2012 |
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. |
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November 27, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(vii) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 27, 2012 |
EX-99.(A)(5) 7 d443316dex99a5.htm STOCKHOLDER WRITTEN CONSENT OF WEIDER AND TPG Exhibit (a)(5) WRITTEN CONSENT OF CERTAIN STOCKHOLDERS OF SCHIFF NUTRITION INTERNATIONAL, INC. Pursuant to Section 228 of the Delaware General Corporation Law The undersigned stockholders of Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), acting pursuant to Section 228 of the Delaware Gene |
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November 27, 2012 |
Exhibit (d)(2)(vi) November 16, 2012 Reckitt Benckiser Group plc c/o Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P. |
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November 27, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(viii) Amended and Restated LETTER OF TRANSMITTAL To Tender Shares of Class A Common Stock Class B Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 27, 2012 |
Letter from the CEO of the Company to employees Exhibit (a)(1)(N) 27 November 2012 Dear Schiff Associates, I am happy to report that on November 21st, we signed a merger agreement for Schiff Nutrition to be acquired by Reckitt Benckiser for $42 per share, which values the company at approximately $1. |
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November 27, 2012 |
EX-99.(E)(13) 9 d443316dex99e13.htm LETTER AGREEMENT BETWEEN THE COMPANY AND ROTHSCHILD INC. Exhibit (e)(13) September 14, 2012 Michael Hyatt Chair of Transactions Committee Schiff Nutrition International, Inc. 2022 South 5070 West Salt Lake City, Utah 84104 cc: Scott Milsten, General Counsel Dear Michael: This letter (the “Letter Agreement”) will confirm the understanding and agreement between Ro |
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November 27, 2012 |
Amendment No. 2 on Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par |
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November 26, 2012 |
Schedule 13D Amendment No. 2 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per Share (Title of Class of Securities) 806693107 (CUSIP Number) Dr. Jan Heinemann Bayer Aktiengesellschaft BAG-LPC-MA Kaiser-Wilhelm-All |
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November 21, 2012 |
Exhibit (d)(2)(iii) EXECUTION COPY November 21, 2012 Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P. |
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November 21, 2012 |
EX-99.(D)(2)(IV) 5 a2211947zex-99d2iv.htm EX-99.(D)(2)(IV) Exhibit (d)(2)(iv) EXECUTION COPY November 21, 2012 Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P.O. Box 225 Parsippany, NJ 07054-0225 Attention: Kelly Slavitt Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merg |
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November 21, 2012 |
Exhibit (d)(2)(v) FINAL FORM OF DIRECTOR AND OFFICER TENDER AND SUPPORT AGREEMENT November 21, 2012 Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P. |
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November 21, 2012 |
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 21, 2012 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 21, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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November 21, 2012 |
Exhibit (d)(1)(ii) EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among Reckitt Benckiser LLC, Ascot Acquisition Corp. |
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November 21, 2012 |
RECKITT BENCKISER SIGNS MERGER AGREEMENT TO ACQUIRE SCHIFF NUTRITION EX-99.(A)(5)(V) 2 a2211947zex-99a5v.htm EX-99.(A)(5)(V) Exhibit (a)(5)(v) RECKITT BENCKISER SIGNS MERGER AGREEMENT TO ACQUIRE SCHIFF NUTRITION Slough, England — November 21, 2012 — Reckitt Benckiser Group PLC (“Reckitt Benckiser”) (LSE: RBL) today announces it has signed a definitive merger agreement with Schiff Nutrition International, Inc. (“Schiff”) (NYSE:SHF) a leading provider of branded vita |
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November 21, 2012 |
EX-2.1 2 d443186dex21.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among Reckitt Benckiser LLC, Ascot Acquisition Corp., Schiff Nutrition International, Inc. and Reckitt Benckiser Group plc (solely for purposes of Section 6.17 hereof) Dated as of November 21, 2012 TABLE OF CONTENTS Page ARTICLE 1 THE OFFER 3 1.1 The Offer 3 1.2 Company Actions 6 1.3 D |
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November 20, 2012 |
AMENDMENT NO.1 TO SCHEDULE 13-D UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per Share (Title of Class of Securities) 806693107 (CUSIP Number) Dr. Jan Heinemann Bayer Aktiengesellschaft BAG-LPC-MA Kaiser-Wilhelm- |
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November 20, 2012 |
Financial Statements and Exhibits, Other Events 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 19, 2012 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 20, 2012 |
Exhibit 99.1 Bayer HealthCare VIA FACSIMILE Schiff Nutrition International, Inc. 2002 South 5070 West Salt Lake City, UT 84104-4726 Attention: General Counsel Facsimile No.: (801) 975-1924 Re: Agreement and Plan of Merger Dear Mr. Milsten: Reference is made to: (i) that certain Agreement and Plan of Merger, dated as of October 29, 2012 (the “Merger Agreement”), by and among Bayer HealthCare LLC, a |
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November 16, 2012 |
EX-99.(D)(2)(I) 11 a2211881zex-99d2i.htm EX-99.(D)(2)(I) Exhibit (d)(2)(i) November [ ], 2012 Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P.O. Box 225 Parsippany, NJ 07054-0225 Attention: Kelly Slavitt Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), b |
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November 16, 2012 |
SHF / Silver Hill Trust 2018-SBC1 / TPG Group Holdings (SBS) Advisors, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of |
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November 16, 2012 |
EX-99.(A)(5)(III) 8 a2211881zex-99a5iii.htm EX-99.(A)(5)(III) Exhibit (a)(5)(iii) RECKITT BENCKISER COMMENCES ALL-CASH TENDER OFFER OF $42 PER SHARE TO ACQUIRE ALL OUTSTANDING SHARES OF SCHIFF NUTRITION Slough, England — November 16, 2012 — Reckitt Benckiser Group PLC (“Reckitt Benckiser”) today announced it has commenced its previously announced tender offer to acquire all of the outstanding shar |
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November 16, 2012 |
EX-99.(A)(1)(VI) 7 a2211881zex-99a1vi.htm EX-99.(A)(1)(VI) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated November 16, 2012, and the related Letter |
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November 16, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 16, 2012 |
EX-99.(A)(1)(II) 3 a2211881zex-99a1ii.htm EX-99.(A)(1)(II) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Class A Common Stock Class B Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. at $42.00 NET PER SHARE Pursuant to the Offer to Purchase dated November 16, 2012 by ASCOT ACQUISITION CORP., a wholly owned subsidi |
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November 16, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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November 16, 2012 |
Exhibit (d)(1) AGREEMENT AND PLAN OF MERGER among Reckitt Benckiser LLC, Ascot Acquisition Corp. |
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November 16, 2012 |
EX-99.(D)(2)(II) 12 a2211881zex-99d2ii.htm EX-99.(D)(2)(II) Exhibit (d)(2)(ii) November [ ], 2012 Reckitt Benckiser LLC Morris Corporate Center IV 399 Interpace Parkway P.O. Box 225 Parsippany, NJ 07054-0225 Attention: Kelly Slavitt Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement” |
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November 16, 2012 |
Exhibit (a)(5)(iv) THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT RB.L - Reckitt Benckiser plc Tender Offer To Acquire Outstanding Shares Of Schiff Nutrition International, Inc. Conference Call EVENT DATE/TIME: NOVEMBER 16, 2012 / 7:30AM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2012 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuter |
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November 16, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Class A Common Stock Class B Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 16, 2012 |
Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock Of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 16, 2012 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Class A Common Stock Class B Common Stock of SCHIFF NUTRITION INTERNATIONAL, INC. |
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November 16, 2012 |
Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par val |
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November 15, 2012 |
EX-99.(A)(5)(II) 3 a12-270588ex99da5ii.htm EX-99.(A)(5)(II) Exhibit (a)(5)(ii) 15 November 2012 Dear Colleagues, I wanted to tell you that we have just announced publicly an offer to buy a vitamins, mineral and supplements company called Schiff Nutrition International Inc in the USA. The vitamins, mineral and supplements (VMS) category is the largest consumer health care market in the world, value |
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November 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14D–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Subject Company) ASCOT ACQUISITION CORP. a wholly-owned Subsidiary of RECKITT BENCKISER LLC a wholly-owned Subsidiary of RECKITT BENCKISER GROUP PLC (Na |
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November 15, 2012 |
EX-99.(A)(5)(I) 2 a12-270588ex99da5i.htm EX-99.(A)(5)(I) Exhibit (a)(5)(i) RECKITT BENCKISER TO COMMENCE ALL-CASH TENDER OFFER TO ACQUIRE SCHIFF NUTRITION FOR $42 PER SHARE Acquisition to Provide Reckitt Benckiser a Significant Opportunity to Enter Large and Growing Vitamins, Minerals and Supplements Market Cash Offer Represents 23.5% Percent Premium to Announced Bayer Group Transaction And Tender |
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November 8, 2012 |
SHF / Silver Hill Trust 2018-SBC1 / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address |
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November 7, 2012 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares of Schiff Nutrition International, Inc. |
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November 7, 2012 |
SHF / Silver Hill Trust 2018-SBC1 / BAYER AKTIENGESELLSCHAFT - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per Share (Title of Class of Securities) 806693107 (CUSIP Number) Dr. Jan Heinemann Bayer Aktiengesellschaft BAG-LPC-MA Kaiser-Wilhelm-Allee, Q26 51368 Leverkusen Germany Telephone: +49 |
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November 5, 2012 |
Schedule 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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November 2, 2012 |
SHF / Silver Hill Trust 2018-SBC1 / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address |
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October 30, 2012 |
[SCHIFF NUTRITION INTERNATIONAL, INC. LETTERHEAD] Form of Transaction Bonus Agreement Exhibit 10.1 [SCHIFF NUTRITION INTERNATIONAL, INC. LETTERHEAD] October 29, 2012 CONFIDENTIAL [Name] [Inside Address] Dear XXXX, As you know, Schiff Nutrition International, Inc. (the “Company”) intends to enter into an Agreement and Plan of Merger among Bayer HealthCare LLC (“Parent”), Willow Road Company and the Company dated October 29, 2012 (the “Merger Agree |
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October 30, 2012 |
Support Agreement Exhibit 99.2 EXECUTION VERSION October 29, 2012 Bayer HealthCare LLC c/o Bayer Aktiengesellschaft BAG-LPC-MA Kaiser-Wilhelm-Allee, Q26 D-51368 Leverkusen, Germany Attention: Dr. Jan Heinemann Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Bayer H |
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October 30, 2012 |
Support Agreement Exhibit 99.3 EXECUTION COPY October 29, 2012 Bayer HealthCare LLC c/o Bayer Aktiengesellschaft BAG-LPC-MA Kaiser-Wilhelm-Allee, Q26 D-51368 Leverkusen, Germany Attention: Dr. Jan Heinemann Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Bayer Heal |
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October 30, 2012 |
Joint Press Release Exhibit 99.1 News Release Bayer AG Communications 51368 Leverkusen Germany Tel. +49 214 30-1 www.press.bayer.com Bayer to acquire Schiff Nutrition International for US$ 1.2 billion Strategic move to significantly strengthen Consumer Care business of Bayer: Transaction includes MegaRed®, Move Free® and Airborne® brands Leverkusen, Germany/Morristown, New Jersey/Salt Lake City, U |
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October 30, 2012 |
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 October 25, 2012 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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October 30, 2012 |
EX-2.1 2 d428404dex21.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among Bayer HealthCare LLC, Willow Road Company and Schiff Nutrition International, Inc. Dated as of October 29, 2012 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER 3 2.1 Con |
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October 3, 2012 |
EXECUTION VERSION Exhibit 10.2 FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of , 2011, with employment effective as of , 2011 (the “Effective Date), by and between Schiff Nutrition International, Inc., a Delaware corporation (together with any of its current or future subsidiaries or affiliates as may employ the Executive from time to time, t |
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October 3, 2012 |
Quarterly Report - FORM 10Q: FISCAL YEAR '13 FIRST QUARTER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INT |
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October 3, 2012 |
AMENDED AND RESTATED AGREEMENT Exhibit 10.1 AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into effective as of September 28, 2010 (the “Effective Date”) by and between Joseph W. Baty, an individual residing at [Home Address], Utah 84104 (“Executive”), and Schiff Nutrition Group, Inc., a Utah corporation with offices located at 2002 South 5070 West, Salt Lake City, Utah 84104 (t |
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September 21, 2012 |
- DEFINITIVE PROXY STATEMENT: 2012 ANNUAL MEETING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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September 18, 2012 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2013 FIRST QUARTER RESULTS – Raises Fiscal 2013 Financial Guidance – Salt Lake City, Utah, September 18, 2012: Schiff Nutrition International, Inc., (NYSE: SHF), announced results for the fiscal 2013 first quarter ended August 31, 2012. “We are pleased to report another strong quarter for Schiff Nutrition,” stated Tarang Amin, president and chi |
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September 18, 2012 |
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 September 18, 2012 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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August 14, 2012 |
Exhibit 10.35 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT BY AND AMONG SCHIFF NUTRITION INTERNATIONAL, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of August 10, 2012 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August 10, 2012 (this “Agreement”), by and among Schiff Nutrition International, Inc., a Delaware corporation (“Parent”), TPG STAR SNI, L.P., a Delaware lim |
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August 14, 2012 |
FIRST AMENDMENT TO BUILD-TO-SUIT LEASE AGREEMENT Exhibit 10.32 FIRST AMENDMENT TO BUILD-TO-SUIT LEASE AGREEMENT This First Amendment to Build-To-Suit Lease Agreement (the “First Amendment”) is made and entered into by and between VERDE SOUTH 5070 WEST, LLC, a Delaware limited liability company (“Landlord”), and SCHIFF NUTRITION GROUP, INC., a Utah corporation, formerly known as Weider Nutrition Group, Inc. (“Tenant”). This First Amendment shall |
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August 14, 2012 |
FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.34 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of , 2012 by and between Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), and , an individual ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as directors or officers or in other capacities unl |
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August 14, 2012 |
Annual Report - FORM 10K FY 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INTERNATION |
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August 14, 2012 |
Exhibit 10.33 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of August 10, 2012 by and between Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), and Eric Weider, an individual ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly‑held corporations as directors or officers or in other ca |
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July 31, 2012 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2012 FOURTH QUARTER AND YEAR-END RESULTS –Fiscal 2012 fourth quarter revenue increased 30% with branded sales up 59%– Salt Lake City, Utah, July 31, 2012: Schiff Nutrition International, Inc., (NYSE: SHF), announced results for the three- and twelve-month periods ended May 31, 2012. “We are pleased with our fourth quarter performance as it refl |
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July 31, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 July 31, 2012 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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June 13, 2012 |
Financial Statements and Exhibits - FORM 8K/A | AIRBORNE ACQUISITION PRO FORMA FINANCIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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June 13, 2012 |
Exhibit 99.1 SCHIFF NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA FINANCIAL INFORMATION INTRODUCTION The following are the unaudited pro forma condensed consolidated financial statements of Schiff Nutrition International, Inc. and subsidiaries (“Schiff,” “we,” “us” or “our”) as of and for the nine months ended February 29, 2012 and for the year ended May 31, 2011. The unaudite |
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April 18, 2012 |
Exhibit 99.1 |
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April 18, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 form8k2012apr18.htm 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 April 18, 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 jurisdi |
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April 18, 2012 |
Exhibit 99.1 Financial Statements and Report of Independent Certified Public Accountants Airborne, Inc. Period from May 1, 2011 through January 31, 2012 Year ended April 30, 2011 Period from October 7, 2009 through April 30, 2010 Period from May 1, 2009 through October 6, 2009 Contents Page Report of Independent Certified Public Accountants 3 Financial Statements Balance sheets 5 Statements of ope |
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April 18, 2012 |
Financial Statements and Exhibits - FORM 8-K/A_2012_0418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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April 6, 2012 |
Quarterly Report - FORM 10Q | FY12 Q3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION I |
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April 2, 2012 |
Exhibit 10.2 COLLATERAL AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., SCHIFF NUTRITION GROUP, INC., THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and ROYAL BANK OF CANADA, as Administrative Agent Table of Contents Page ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II PLEDGE OF SECURITIES SECTION 2.01. Pledge |
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April 2, 2012 |
Exhibit 2.1 STOCK PURCHASE AGREEMENT by and among AIRBORNE, INC., GF CONSUMER HEALTH, LLC, GF CAPITAL PRIVATE EQUITY FUND, L.P., and SCHIFF NUTRITION GROUP, INC. Dated as of March 30, 2012 TABLE OF CONTENTS Page ARTICLE I Defined Terms 1.1 Defined Terms 1 ARTICLE II Purchase and Sale of Shares 2.1 Purchase and Sale 10 2.2 Purchase Price 10 2.3 Working Capital Adjustment 10 2.4 Working Capital Escr |
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April 2, 2012 |
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 March 30, 2012 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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April 2, 2012 |
Exhibit 10.3 MASTER GUARANTEE AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II THE GUARANTEES SECTION 2.01. Guarantee 3 SECTION 2.02. G |
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April 2, 2012 |
Exhibit 10.1 CREDIT AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., as Holdings, SCHIFF NUTRITION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent RBC CAPITAL MARKETS* as Sole Lead Arranger and Joint Bookrunner and BMO CAPITAL MARKETS** as Syndication Agent and Joint Bookrunner * RBC Capital Markets is a brand na |
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March 22, 2012 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2012 THIRD QUARTER RESULTS –Fiscal 2012 third quarter revenue increased 25%, with branded sales up 53%– Salt Lake City, Utah, March 22, 2012: Schiff Nutrition International, Inc., (NYSE: WNI), announced results for the three- and nine-month periods ended February 29, 2012. “We are pleased with our third quarter performance,” stated Tarang Amin, |
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March 22, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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 March 22, 2012 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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January 9, 2012 |
Quarterly Report - FORM 10Q-FY12 Q2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION I |
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December 15, 2011 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2012 SECOND QUARTER RESULTS ?Fiscal 2012 second quarter revenue increased 16%, with branded sales up 31% ? Salt Lake City, Utah, December 15, 2011: Schiff Nutrition International, Inc., (NYSE: WNI), announced results for the three- and six-month periods ended November 30, 2011. ?Our fiscal 2012 second quarter sales grew 16% and, consistent with |
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December 15, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 December 15, 2011 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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December 1, 2011 |
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 November 29, 2011 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 incorporatio |
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December 1, 2011 |
SCHIFF NUTRITION INTERNATIONAL, INC. APPOINTS BRIAN T. SWETTE TO ITS BOARD OF DIRECTORS SCHIFF NUTRITION INTERNATIONAL, INC. APPOINTS BRIAN T. SWETTE TO ITS BOARD OF DIRECTORS Salt Lake City, Utah, November 29, 2011: Schiff Nutrition International, Inc., (NYSE: WNI), appointed Brian T. Swette, 57, to its board of directors. Eric Weider, Schiff Nutrition?s chairman, said: ?Brian?s more than 30 years of broad-based leadership experience makes him a strong addition to Schiff?s board of |
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December 1, 2011 |
POWER OF ATTORNEY The undersigned hereby authorizes Joseph W. Baty or Scott K. Milsten of Schiff Nutrition International, Inc., a Delaware corporation (the ?Company?), singularly, to execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of the Company, (i) Forms 3, 4 and 5, and any amendments thereto, pursuant to Section 16(a) of the Securities E |
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October 31, 2011 |
Submission of Matters to a Vote of Security Holders 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 October 26, 2011 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 |
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October 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INT |
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October 6, 2011 |
SUPPLY AGREEMENT by and between AKER BIOMARINE ANTARCTIC US INC. SCHIFF NUTRITION GROUP, INC. Execution version [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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October 5, 2011 |
POWER OF ATTORNEY The undersigned hereby authorizes Joseph W. Baty or Scott K. Milsten of Schiff Nutrition International, Inc., a Delaware corporation (the ?Company?), singularly, to execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of the Company, (i) Forms 3, 4 and 5, and any amendments thereto, pursuant to Section 16(a) of the Securities E |
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September 26, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin |
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September 13, 2011 |
Exhibit 99.1 SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2012 FIRST QUARTER RESULTS ?Fiscal 2012 first quarter revenue increased 13%, with branded sales up 25% ? Salt Lake City, Utah, September 13, 2011: Schiff Nutrition International, Inc., (NYSE: WNI), announced results for the fiscal 2012 first quarter ended August 31, 2011. Tarang Amin, president and chief executive officer, stated: |
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September 13, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 September 13, 2011 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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September 9, 2011 |
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) September 7, 2011 SCHIFF NUTRITION INTERNATIONAL, INC. |
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September 9, 2011 |
POWER OF ATTORNEY The undersigned hereby authorizes Joseph W. Baty or Scott K. Milsten of Schiff Nutrition International, Inc., a Delaware corporation (the ?Company?), singularly, to execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of the Company, Forms 3, 4 and 5, and any amendments thereto, and cause such form(s) to be filed with the Unite |
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September 9, 2011 |
SCHIFF NUTRITION INTERNATIONAL, INC. APPOINTS RICHARD G. WOLFORD TO THE BOARD OF DIRECTORS Exhibit 99.1 SCHIFF NUTRITION INTERNATIONAL, INC. APPOINTS RICHARD G. WOLFORD TO THE BOARD OF DIRECTORS Salt Lake City, Utah, September 8, 2011: Schiff Nutrition International, Inc., (NYSE: WNI), appointed former Chairman, President and Chief Executive Officer of Del Monte Foods, Richard G. Wolford, 66, to its board of directors. Eric Weider, Schiff Nutrition’s chairman, said: “Rick brings signifi |
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September 7, 2011 |
Exhibit 16.1 September 6, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Schiff Nutrition International, Inc.?s Form 8-K dated August 31, 2011, and we have the following comments: 1. We agree with the statements made in the first and third sentences of paragraph one of Item 4.01 and the statements made in 4.01(a). |
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September 7, 2011 |
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 August 31, 2011 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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August 15, 2011 |
Click for Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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August 15, 2011 |
SUBSIDIARIES OF SCHIFF NUTRITION INTERNATIONAL, INC. Exhibit 21.1 SUBSIDIARIES OF SCHIFF NUTRITION INTERNATIONAL, INC. Entity Name Incorporation Shareholder/Parent Corp. Ownership Percentage Schiff Nutrition International, Inc. Delaware Schiff Nutrition Group, Inc. Utah Schiff Nutrition International, Inc. 100% WNG Holdings (International) LTD, Inc. Nevada Schiff Nutrition Group, Inc. 100% Coppal Research, Inc. Utah WNG Holdings (International) LTD, |
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August 12, 2011 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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August 12, 2011 |
SCHIFF NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA FINANCIAL INFORMATION Exhibit 99.2 SCHIFF NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA FINANCIAL INFORMATION INTRODUCTION The following are the unaudited pro forma consolidated financial statements of Schiff Nutrition International, Inc. and Subsidiaries (?Schiff,? ?we,? ?us? or ?our?) as of and for the nine months ended February 28, 2011, and for the year ended May 31, 2010. The unaudited pro for |
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August 12, 2011 |
Exhibit 99.1 GANEDEN BIOTECH, INC. DIETARY SUPPLEMENTS BUSINESS TABLE OF CONTENTS Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS Statements of Assets Acquired and Liabilities Assumed 2 Statements of Revenues and Direct Expenses 3 Notes to Statements of Assets Acquired and Liabilities Assumed and Statements of Revenues and Direct Expenses 4-6 Independent Auditors? Report To the Shareholde |
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July 21, 2011 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2011 FOURTH QUARTER AND YEAR-END RESULTS - Projects accelerated sales growth in Fiscal Year 2012 ? Salt Lake City, Utah, July 21, 2011: Schiff Nutrition International, Inc., (NYSE: WNI), announced results for the fiscal 2011 fourth quarter and year ended May 31, 2011. Tarang Amin, president and chief executive officer, stated: ?Schiff Nutrition |
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July 21, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 July 21, 2011 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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July 6, 2011 |
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 July 5, 2011 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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July 6, 2011 |
Exhibit 99.1 SCHIFF NUTRITION AND AKER BIOMARINE SIGN LONG-TERM KRILL OIL SUPPLY AGREEMENT - Plan to Collaborate on Future Innovations - Salt Lake City, Utah, July 6, 2011: Schiff Nutrition Group, Inc. a wholly owned subsidiary of Schiff Nutrition International, Inc. (NYSE:WNI), and Aker BioMarine (OSE:AKBM) expanded their supply agreement through at least June 2016 to provide Schiff high quality |
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July 6, 2011 |
POWER OF ATTORNEY The undersigned hereby authorizes Joseph W. Baty or James F. Cobb, Jr. of Schiff Nutrition International, Inc., a Delaware corporation (the ?Company?), singularly, to execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of the Company, Forms 3, 4 and 5, and any amendments thereto, and cause such form(s) to be filed with the Uni |
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June 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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June 3, 2011 |
Exhibit 10.1 INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between GANEDEN BIOTECH, INC. (“Ganeden” or “Licensor”) and SCHIFF NUTRITION GROUP, INC. (“Licensee”) DATED AS OF June 1, 2011 INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (“Agreement”) is dated as of June 1, 2011 (“Effective Date”), by and between Ganeden Biotech, Inc., a Delaware corporation, havi |
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June 3, 2011 |
AMENDMENT NO. 1 Dated as of May 31, 2011 LOAN AGREEMENT Dated as of August 18, 2009 Exhibit 4.1 AMENDMENT NO. 1 Dated as of May 31, 2011 To LOAN AGREEMENT Dated as of August 18, 2009 This AMENDMENT NO. 1 (this “Amendment”) dated as of May 31, 2011 is entered into between SCHIFF NUTRITION GROUP, INC., a Utah corporation, as Borrower, and the Lenders that are a party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Le |
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June 3, 2011 |
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 May 31, 2011 Date of Report (date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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June 3, 2011 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between GANEDEN BIOTECH, INC. (“Seller”) SCHIFF NUTRITION GROUP, INC. (“Purchaser”) and with respect to Article 7 only U.S. BANK NATIONAL ASSOCIATION (“Escrow Agent”) DATED AS OF June 1, 2011 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (collectively with the Exhibits, Disclosure Schedules and Schedules referred to herein, this “Agreement”) is |
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June 3, 2011 |
Exhibit 99.1 SCHIFF NUTRITION INTERNATIONAL ACQUIRES LEADING PROBIOTIC BRANDS AND RIGHTS TO PROBIOTIC TECHNOLOGY - Enters fast growing probiotic category by purchasing Sustenex and Digestive Advantage brands and rights to leading BC30 technology from Ganeden Biotech, Inc. - - $40 million asset purchase expected to increase revenues and generate accretive earnings - Salt Lake City, Utah, June 2, 20 |
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May 12, 2011 |
Submission of Matters to a Vote of Security Holders 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) May 9, 2011 SCHIFF NUTRITION INTERNATIONAL, INC. |
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May 10, 2011 |
As filed with the Securities and Exchange Commission on May 10, 2011 As filed with the Securities and Exchange Commission on May 10, 2011 Registration No. |
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April 26, 2011 |
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 April 26, 2011 Date of Report (Date of earliest event reported) SCHIFF NUTRITION INTERNATIONAL, INC. |
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April 26, 2011 |
Exhibit 99.1 SCHIFF NUTRITION INTERNATIONAL APPOINTS JON FIELDMAN AS SENIOR VICE PRESIDENT - OPERATIONS - Branded consumer products leader to oversee global supply chain management - Salt Lake City, Utah, April 26, 2011: Schiff Nutrition International, Inc. (NYSE: WNI) announced that it has appointed Jon Fieldman to the position of Senior Vice President ? Operations, effective May 10, 2011. Schiff |
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April 14, 2011 |
Click here to go directly to INDEX UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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April 12, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14C-5(d)(2)) Q Definitive Information Statement SCHIFF NUTRITION INTERNATIONAL, |
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March 28, 2011 |
Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Cathy Mattison (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] CORRECTING and REPLACING Schiff Nutrition International, Inc. Announces Fiscal 2011 Third Quarter Results - Reports Revenue Growth of |
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March 28, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 March 25, 2011 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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March 22, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 March 22, 2011 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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March 22, 2011 |
Exhibit 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Cathy Mattison (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2011 THIRD QUARTER RESULTS - Reports Revenue Growth of 8% - Salt La |
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March 21, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Ad |
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March 3, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Ad |
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February 18, 2011 |
AMENDMENT NO. 4 TO THE SCHIFF NUTRITION INTERNATIONAL, INC. 2004 INCENTIVE AWARD PLAN Exhibit 10.3 AMENDMENT NO. 4 TO THE SCHIFF NUTRITION INTERNATIONAL, INC. 2004 INCENTIVE AWARD PLAN This Amendment No. 4 (the ?Amendment?) to the Schiff Nutrition International, Inc. 2004 Incentive Award Plan (the ?Plan?), is adopted by Schiff Nutrition International, Inc., a Delaware corporation (the ?Company?), effective on , 2011. Capitalized terms used in this Amendment and not otherwise define |
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February 18, 2011 |
Exhibit 10.2 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into as of February 17, 2011, with employment effective as of March 7, 2011 (the ?Effective Date), by and between Schiff Nutrition International, Inc., a Delaware corporation (together with any of its current or future subsidiaries or affiliates as may employ the Executive from time |
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February 18, 2011 |
EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is entered into as of February 17, 2011, by and between Schiff Nutritional International, Inc., a Delaware corporation (the “Company”) and Bruce J. Wood (the “Executive”). WHEREAS, the Executive has been employed as the President and Chief Executive Officer of the Company p |
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February 18, 2011 |
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) February 17, 2011 SCHIFF NUTRITION INTERNATIONAL, INC. |
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February 18, 2011 |
Exhibit 99.1 SCHIFF NUTRITION INTERNATIONAL APPOINTS TARANG AMIN AS CEO - Replaces retiring CEO Bruce Wood - - Consumer products executive brings 20 years of experience building national and global brands - Salt Lake City, Utah, Feb. 18, 2011: Schiff Nutrition International, Inc., (NYSE: WNI), announced its board of directors has appointed Tarang Amin as CEO, president and director, effective Marc |
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January 18, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Ad |
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January 7, 2011 |
Jump to Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2010 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHI |
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December 17, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 December 17, 2010 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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December 17, 2010 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2011 SECOND QUARTER RESULTS Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Cathy Mattison (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2011 SECOND QUARTER RESULTS Salt Lake City, Utah, Dec. 17, 2010: Schiff Nutritio |
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November 16, 2010 |
Submission of Matters to a Vote of Security Holders SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 November 11, 2010 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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October 27, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DEF 14A 1 proxyfy10.htm FY'10 PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as pe |
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October 18, 2010 |
EXHIBIT 2 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 14, 2010, by and between Weider Health and Fitness, a Nevada corporation (the “Seller”) and TPG STAR SNI, L. |
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October 18, 2010 |
JOINT FILING AGREEMENT In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement. |
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October 18, 2010 |
EXECUTION COPY STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT is entered into as of October 14, 2010, by and among Weider Health and Fitness, a Nevada corporation (together with its successors in interest and permitted assigns, ?Weider?), TPG STAR SNI, L. |
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October 18, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securitie |
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October 18, 2010 |
EXECUTION COPY STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this ?Agreement?) is entered into as of October 14, 2010, by and between Weider Health and Fitness, a Nevada corporation (the ?Seller?) and TPG STAR SNI, L. |
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October 18, 2010 |
Exhibit 1 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT is entered into as of October 14, 2010, by and among Weider Health and Fitness, a Nevada corporation (together with its successors in interest and permitted assigns, “Weider”), TPG STAR SNI, L. |
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October 18, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 SCHIFF NUTRITION INTERNATIONAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securitie |
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October 18, 2010 |
EXHIBIT 3 JOINT FILING AGREEMENT In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement. |
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October 15, 2010 |
Exhibit 10.1 STANDSTILL AGREEMENT This Standstill Agreement (this “Agreement”), dated as of October 14, 2010, is by and between Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and TPG STAR SNI, L.P., a Delaware limited partnership (the “Purchaser”). RECITALS WHEREAS, simultaneously with the execution of this Agreement (a) pursuant to the terms of that certain Stock Pur |
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October 15, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 October 14, 2010 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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October 15, 2010 |
Exhibit 99.1 SCHIFF NUTRITION INTERNATIONAL ANNOUNCES A MAJOR NEW SHAREHOLDER; TPG GROWTH ACQUIRED AN APPROXIMATE 25% COMPANY STAKE FROM WEIDER HEALTH AND FITNESS IN PRIVATE TRANSACTION - Schiff adds TPG Growth executives to its board of directors - - Schiff’s management updates financial guidance - Salt Lake City, Utah, Oct. 15, 2010: Schiff Nutrition International, Inc., (NYSE: WNI), announced t |
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October 1, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INT |
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September 28, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2010 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INTERNAT |
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September 14, 2010 |
Exhibit 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2011 FIRST QUARTER RESULTS AND DECLARES SPECIAL CASH DIVIDEND OF $0 |
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September 14, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 September 14, 2010 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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September 10, 2010 |
POWER OF ATTORNEY For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G POWER OF ATTORNEY For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G The undersigned hereby constitutes and appoints each of Bernard Cartoon and Leon Katz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned (and its affiliates) (a) Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of |
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September 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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September 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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August 17, 2010 |
Exhibit 21.1 Entity Name Incorporation Shareholder/Parent Corp. Ownership Percentage Schiff Nutrition International, Inc. Delaware Schiff Nutrition Group, Inc. Utah Schiff Nutrition International, Inc. 100% WNG Holdings (International) LTD, Inc. Nevada Schiff Nutrition Group, Inc. 100% Coppal Research, Inc. Utah WNG Holdings (International) LTD, Inc. 100% |
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August 17, 2010 |
Exhibit 4.2 LOAN AGREEMENT by and among SCHIFF NUTRITION GROUP, INC. as Borrower and the Lenders from time to time party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders, the ?Agent? Dated as of August 18, 2009 TABLE OF CONTENTS Page Section 1. DEFINITIONS. 1 1.01 Definitions 1 1.02 Accounting Terms and Determinations 15 Sect |
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August 17, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INTERNATIONAL, INC. (Exact n |
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July 20, 2010 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2010 FOURTH QUARTER AND YEAR-END RESULTS EXHIBIT 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2010 FOURTH QUARTER AND YEAR-END RESULTS Salt Lake City, Utah, July |
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July 20, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 July 20, 2010 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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July 16, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Ad |
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June 18, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 |
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June 18, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 |
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June 18, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SC |
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June 18, 2010 |
June 18, 2010 VIA EDGAR Mr. H. Christopher Owings Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Schiff Nutrition International, Inc. Form 10-K for the Year Ended May 31, 2009 Filed August 20, 2009 Proxy Statement on Schedule 14A Filed September 24, 2009 Form 10-Q for the Quarter Ended August 31, 200 |
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June 1, 2010 |
May 28, 2010 VIA EDGAR Mr. H. Christopher Owings Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Schiff Nutrition International, Inc. Form 10-K for the Year Ended May 31, 2009 Filed August 20, 2009 Proxy Statement on Schedule 14A Filed September 24, 2009 Form 10-Q for the Quarter Ended August 31, 2009 |
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April 28, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Ad |
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April 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION I |
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March 17, 2010 |
Exhibit 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2010 THIRD QUARTER RESULTS AND DECLARES SPECIAL CASH DIVIDEND OF $0 |
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March 17, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 March 11, 2010 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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January 8, 2010 |
Click HERE to navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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December 17, 2009 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2010 SECOND QUARTER RESULTS Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2010 SECOND QUARTER RESULTS Salt Lake City, Utah, December 17, 2009: Schiff Nutr |
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December 17, 2009 |
Results of Operations and Financial Condition, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 December 17, 2009 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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October 8, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Click here to quickly navigate through document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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September 24, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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September 17, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 September 17, 2009 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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September 17, 2009 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2010 FIRST QUARTER RESULTS Exhibit 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2010 FIRST QUARTER RESULTS Salt Lake City, Utah, September 17, 2009 |
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September 4, 2009 |
SALES AGREEMENT between Aker BioMarine Antarctic AS, Organisation No. 988354139 (the “Supplier”) and Schiff Nutrition Group, Inc. (the “Customer”) This Sales Agreement is entered into as of August 31, 2009 (the “Effective Date”) by and between Aker BioMarine Antarctic AS (Organisation No. 988354139), Fjordalleen 16, N-0112 Oslo, Norway (the “Supplier”) and Schiff Nutrition Group, Inc., 2002 S. 507 |
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September 4, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 August 31, 2009 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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August 20, 2009 |
SUBSIDIARIES OF SCHIFF NUTRITION INTERNATIONAL, INC. Exhibit 21.1 SUBSIDIARIES OF SCHIFF NUTRITION INTERNATIONAL, INC. Entity Name Incorporation Shareholder/Parent Corp. Ownership Percentage Schiff Nutrition International, Inc. Delaware Schiff Nutrition Group, Inc. Utah Schiff Nutrition International, Inc. 100% WNG Holdings (International) LTD, Inc. Nevada Schiff Nutrition Group, Inc. 100% Coppal Research, Inc. Utah WNG Holdings (International) LTD, |
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August 20, 2009 |
CONTINUING AND UNCONDITIONAL GUARANTY – WNG HOLDINGS (INTERNATIONAL) LTD. Exhibit 10.30 CONTINUING AND UNCONDITIONAL GUARANTY This Continuing and Unconditional Guaranty (“Guaranty”) is made as of August 18, 2009, by WNG Holdings (International) Ltd. a Nevada corporation (“Guarantor”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors, the “Agent”) for the Lenders (as defined in the Loan Agreement referred |
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August 20, 2009 |
Exhibit 10.28 SECURITY AGREEMENT Dated as of August 18, 2009 among SCHIFF NUTRITION GROUP, INC., as a Grantor and SCHIFF NUTRITION INTERNATIONAL, INC., as a Grantor and WNG HOLDINGS (INTERNATIONAL) LTD., as a Grantor and COPPAL RESEARCH, INC., as a Grantor and U.S. BANK NATIONAL ASSOCIATION, as Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 Section 1.2 Certain Oth |
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August 20, 2009 |
LOAN AGREEMENT by and among SCHIFF NUTRITION GROUP, INC. as Borrower and the Lenders from time to time party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders, the “Agent” Dated as of August 18, 2009 TABLE OF CONTENTS Page Section 1. DEFINITIONS. 1 1.01 Definitions 1 1.02 Accounting Terms and Determinations 15 Section 2. THE L |
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August 20, 2009 |
CONTINUING AND UNCONDITIONAL GUARANTY – COPPAL RESEARCH, INC. Exhibit 10.31 CONTINUING AND UNCONDITIONAL GUARANTY This Continuing and Unconditional Guaranty (“Guaranty”) is made as of August 18, 2009, by Coppal Research, Inc. a Utah corporation (“Guarantor”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors, the “Agent”) for the Lenders (as defined in the Loan Agreement referred to below) and |
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August 20, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INTERNATIONAL, INC. (Exact n |
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August 20, 2009 |
CONTINUING AND UNCONDITIONAL GUARANTY – SCHIFF NUTRITION INTERNATIONAL, INC. Exhibit 10.29 CONTINUING AND UNCONDITIONAL GUARANTY This Continuing and Unconditional Guaranty (“Guaranty”) is made as of August 18, 2009, by Schiff Nutrition International, Inc., a Delaware corporation (“Guarantor”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors, the “Agent”) for the Lenders (as defined in the Loan Agreement re |
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July 30, 2009 |
Exhibit 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2009 FOURTH QUARTER AND YEAR-END RESULTS AND DECLARES SPECIAL CASH |
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July 30, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 July 30, 2009 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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June 4, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 May 29, 2009 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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June 4, 2009 |
SECOND AMENDED AND RESTATED LICENSE AND PRODUCT SUPPLY AGREEMENT SECOND AMENDED AND RESTATED LICENSE AND PRODUCT SUPPLY AGREEMENT THIS SECOND AMENDED AND RESTATED LICENSE AND PRODUCT SUPPLY AGREEMENT (?Agreement?) is made as of the 29th day of May, 2009 (the ?Effective Date?), by and between UNIGEN PHARMACEUTICALS, INC. |
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April 22, 2009 |
POWER OF ATTORNEY The undersigned hereby authorizes Joseph W. Baty or Kristen Dittami of Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), singularly, to execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer and/or director of the Company, Forms 3, 4 and 5, and any amendments thereto, and cause such form(s) to be filed with |
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April 22, 2009 |
POWER OF ATTORNEY The undersigned hereby authorizes Joseph W. Baty or Kristen Dittami of Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), singularly, to execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer and/or director of the Company, Forms 3, 4 and 5, and any amendments thereto, and cause such form(s) to be filed with |
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April 7, 2009 |
Click here to quickly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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April 3, 2009 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 April 1, 2009 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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April 3, 2009 |
SCHIFF NUTRITION INTERNATIONAL APPOINTS TWO NEW MEMBERS TO ITS BOARD OF DIRECTORS Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL APPOINTS TWO NEW MEMBERS TO ITS BOARD OF DIRECTORS Salt Lake City, Utah, April 1, 2009: Schiff Nutritio |
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March 19, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Ad |
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March 17, 2009 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2009 THIRD QUARTER RESULTS Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2009 THIRD QUARTER RESULTS Salt Lake City, Utah, March 17, 2009: Schiff Nutritio |
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March 17, 2009 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 March 17, 2009 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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January 9, 2009 |
Back to 10Q Exhibit 10.2 AMENDMENT NO. 3 TO THE SCHIFF NUTRITION INTERNATIONAL, INC. 2004 INCENTIVE AWARD PLAN This Amendment No. 3 (“Amendment”) to the Schiff Nutrition International, Inc. 2004 Incentive Award Plan (the “Plan”), is adopted by Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), on December 8, 2008 (the “Effective Date”). Capitalized terms used in this Ame |
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January 9, 2009 |
Back to 10Q Exhibit 10.4 EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT BRUCE J. WOOD PARTIES This Employment and Change in Control Agreement (this “Agreement”) is entered into effective as of June 1, 2007 (the “Effective Date”) by and between Schiff Nutrition Group, Inc., a Utah corporation with offices at 2002 South 5070 West, Salt Lake City, Utah 84104-4836 (the “Company”) and Bruce J. Wood residin |
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January 9, 2009 |
Click here to quickly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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January 9, 2009 |
Back to 10Q Exhibit 10.3 AMENDMENT NO. 4 TO THE 1997 EQUITY PARTICIPATION PLAN OF WEIDER NUTRITION INTERNATIONAL, INC. This Amendment No. 4 (“Amendment”) to the 1997 Equity Participation Plan of Weider Nutrition International, Inc. (the “Plan”), is adopted by Schiff Nutrition International, Inc., a Delaware corporation, formerly known as Weider Nutrition International, Inc. (the “Company”), on Dec |
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January 9, 2009 |
Back to 10Q Exhibit 10.5 AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into effective as of October 27, 2008 (the “Effective Date”) by and between , an individual residing at , Utah 84 (“Executive”), and Schiff Nutrition Group, Inc., a Utah corporation with offices located at 2002 South 5070 West, Salt Lake City, Utah 84104 (the “Company”). This A |
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January 9, 2009 |
Back to 10Q Exhibit 10.6 CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is made and entered into as of November 3, 2008, by and between Schiff Nutritional Group, Inc., a Utah corporation (the ?Company?), and Daniel Thomson, a Utah resident (?Consultant?). Introduction. Consultant is the former Executive Vice President of Business Development, General Counsel and Corporate Secret |
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December 18, 2008 |
SCHIFF NUTRITION INTERNATIONAL, INC. 2004 INCENTIVE AWARD PLAN PERFORMANCE AWARD GRANT NOTICE Exhibit 10.1 SCHIFF NUTRITION INTERNATIONAL, INC. 2004 INCENTIVE AWARD PLAN PERFORMANCE AWARD GRANT NOTICE Section 1: Notice of Grant Schiff Nutrition International, Inc. (the “Company”), pursuant to our 2004 Incentive Award Plan, as amended (the “Plan”), hereby grants this performance award (the “Performance Award”) to the holder listed below (“Holder”) pursuant to the Plan. The Performance Award |
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December 18, 2008 |
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 AND EXCHANGE ACT OF 1934 December 12, 2008 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 Incorpor |
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December 16, 2008 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2009 SECOND QUARTER RESULTS Exhibit 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2009 SECOND QUARTER RESULTS Salt Lake City, Utah, December 16, 2008 |
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December 16, 2008 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 December 16, 2008 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |
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November 28, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Ad |
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October 8, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2008 q TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14608 SCHIFF NUTRITION INT |
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September 29, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) Schiff Nutrition International, Inc. (Name of Issuer) Class A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 806693107 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Ad |
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September 26, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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September 18, 2008 |
SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2009 FIRST QUARTER RESULTS Exhibit 99.1 Company Contact: Agency Contact: Joseph W. Baty, Chief Financial Officer Keith Lippert / Kirsten Chapman (801) 975-5186 Lippert / Heilshorn & Associates email: [email protected] (212) 838-3777 / (415) 433-3777 www.schiffnutrition.com email: [email protected] SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2009 FIRST QUARTER RESULTS Salt Lake City, Utah, September 18, 2008 |
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September 18, 2008 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 September 18, 2008 Date of Report (Date of earliest event reported) Schiff Nutrition International, Inc. |