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Soliciting
Material Pursuant to § 240.14a-12
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VITACOST.COM
INC.
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(Name
of Registrant as Specified in Its Charter)
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Registrant)
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On or
about June 4, 2010, Vitacost.com Inc. caused the following letter to be mailed
to its stockholders.
DON’T
LET DISSIDENT STOCKHOLDER GREAT HILL
CHANGE
CONTROL OF YOUR BOARD OF DIRECTORS
VOTE
THE ENCLOSED GOLD CARD TODAY
Dear
Vitacost.com Stockholder:
By now
you have probably received consent solicitation materials from dissident
stockholder Great Hill Equity Partners IV, L.P. and certain of its affiliates
(“Great Hill”) soliciting your written consent to allow it to change control of
your Board of Directors – without providing you with any payment whatsoever,
without offering you any specific plan to implement your company’s growth and
expansion strategy, without any plan to support your current management team,
and by installing up to four insurgent directors with no board experience in the
health and wellness products industry.
DO
NOT ALLOW GREAT HILL TO SUCCEED!
We urge
you to reject Great Hill’s dissident proposals and
discard the white consent card
you received. If you previously signed a white consent card, you can
revoke that consent and
support
your Board by completing and sending back today the enclosed GOLD consent
revocation card
. Only your latest-dated vote will
count.
Your vote
is very important! As you consider your choice, please ask yourself
the following questions:
Q. IS
THERE ANY CERTAIN VALUE THAT GREAT HILL IS OFFERING YOU IN RETURN FOR CONTROL OF
YOUR BOARD?
A. NO!
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Great
Hill is not making any payment to you whatsoever or offering any economic
transaction in connection with its intention to change control of your
Board. Yet, if you consent to the removal of four of your
current directors and to filling those vacancies with Great Hill’s four
insurgent nominees, you will have turned over control of your Board to
Great Hill’s nominees. If this happens, these insurgent
directors would have the ability, if acting together, to make all future
decisions of your Board.
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·
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In
its consent solicitation statement, Great Hill fails to disclose any
specific business or strategic operating plan to enhance Vitacost.com’s
future financial performance and the value of your common stock
investment.
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·
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In
fact, by its own admission, neither Great Hill nor its insurgent
director-nominees have any specific plans to implement the company’s
growth and expansion or to support your current
management.
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Q. WHY
WERE VITACOST.COM AND GREAT HILL UNABLE TO REACH AN UNDERSTANDING TO AVOID THIS
EXPENSIVE, TIME-CONSUMING AND DISTRACTING FIGHT?
A.
When
we were approached by Great Hill in March 2010 about its intention to purchase
shares of common stock from the company’s co-founder and certain other
stockholders, we engaged in discussions to determine if an agreement could be
reached involving minority board representation and certain transfer, voting and
standstill restrictions to protect the interests of the company’s other
stockholders. These discussions were unproductive because Great Hill insisted on
the ability to buy up to
30%
of our outstanding common stock, with minimal or no restrictions, and it further
insisted on obtaining majority control of your Board.
We also
offered Great Hill an opportunity to work with the company to identify several
new experienced, qualified and independent director candidates to replace
several members of your current Board.
Great
Hill declined our offers!
We even
invited Great Hill to present to your Board and to management a business or
operating plan, and to meet with your Board to explain its specific plans to
enhance stockholder value and to present its nominees for interview and
evaluation by the Nominating/Corporate Governance Committee and your full
Board.
Great
Hill declined our invitations!
Q. WHY
DOES YOUR BOARD BELIEVE YOU SHOULD REJECT GREAT HILL’S ACTIONS?
A.
Your
Board believes that Great Hill’s consent solicitation is not in your best
interests. If you vote for Great Hill’s proposals:
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You
will be handing control of your Board to a 19.7% stockholder who has
admitted that neither it nor its insurgent director-nominees have any
specific plans for your company’s future or how to enhance the value of
your investment.
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You
will enable all future decisions of your Board to be made by insurgent
director-nominees who have no industry experience in health and wellness
products.
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As
the company’s largest stockholder, Great Hill may have interests different
from, and in direct conflict with, the best interests of all of the
company’s stockholders. According to Great Hill’s consent
solicitation statement: “It is possible that circumstances may
arise in which the interests of Great Hill, on the one hand, and the
interests of other stockholders of the company, on the other hand, may
differ. In any such case, Great Hill expects the nominees to
fully discharge their obligations to the company and its stockholders
under Delaware law.”
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You
will enable Great Hill to effect a change-in-control of your Board without
making any payment whatsoever to all of the company’s
stockholders.
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YOUR
BOARD IS COMMITTED TO THE LONG-TERM GROWTH AND SUCCESS OF VITACOST.COM AND TO
ENHANCING VALUE FOR ALL STOCKHOLDERS.
Although
we are not even one year into our public company lifecycle and we have faced
some short-term disappointments, your Board is taking proactive steps to help
position the company for growth and continued profitability. Unlike
Great Hill, we have a strategic business plan that we have been
executing.
OUR
OWN PLAN TO IMPROVE THE EXPERTISE, EXPERIENCE AND DIVERSITY OF YOUR
BOARD
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As
we announced previously, prior to Great Hill’s nomination of its director
candidates, your Board engaged an independent executive search and
consulting firm to help identify, evaluate and ultimately submit for
election at the company’s 2010 annual meeting of stockholders, several
new, experienced, qualified and independent individuals to replace several
members of your current Board.
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While
this process is not yet complete, we have narrowed the field to several
candidates whom your Board believes would greatly enhance the depth,
diversity and experience of your Board. We expect to complete
this process by the end of June and to propose the Board’s nominees for
election at the company’s upcoming 2010 annual meeting of
stockholders.
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·
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In
view of the proximity of Great Hill’s dissident consent solicitation
campaign to the Company’s upcoming 2010 annual meeting of stockholders,
your current Board asks you to allow it the time to complete its own
orderly and thoughtful Board recomposition process so that you will be
able to vote on a fully informed basis with the benefit of first reviewing
the alternative slates of
directors.
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OUR
PLAN TO IMPROVE THE COMPANY’S OPERATIONS
Your
Board and management are continuing to focus on improving
operations.
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Our
new 155,000 square foot distribution center in Las Vegas, Nevada is now
open for business. We believe that the new, automated
technologies in this new distribution center will materially improve
productivity, create efficiencies and support the company’s continued
growth.
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We
recently announced the groundbreaking for the expansion our East Coast
manufacturing and distribution facility in Lexington, North
Carolina. We will add 113,000 square feet to our existing
facility, increasing the square footage to roughly 225,000. We
will equip the facility with new state-of-the-art A-Frame technology that
will allow us to double the number of orders processed from approximately
500 an hour currently to 1,000 per
hour.
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To
correct the short-term manufacturing logistics situation we experienced in
the first quarter of 2010, we are improving technology related to our
order processing system, making significant changes in staffing at the
manufacturing facility and increasing oversight by management into the
manufacturing facility. At this time, out of stocks have been
reduced by more than 70%.
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We
believe that these actions taken by your Board and management team will help
position Vitacost.com for long-term growth and improved profitability, and
should yield significant future benefits to all of our
stockholders.
Q. WHAT
DOES YOUR BOARD RECOMMEND?
A. We
urge you not to give your written consent to Great Hill’s proposals, and
recommend that you instead permit your current Board and management an
opportunity to put into action and achieve the goals set forth in our strategic
business plan and our orderly plan to thoughtfully recompose the Board with
several new, experienced, qualified and independent
individuals. Remember – you will have the opportunity to vote on all
directors nominees at the 2010 annual meeting of stockholders.
WE
BELIEVE THAT NOW IS NOT THE RIGHT TIME TO DELIVER CONTROL OF YOUR BOARD INTO THE
HANDS OF GREAT HILL’S DIRECTOR NOMINEES
Do
NOT
sign or submit Great
Hill’s white consent card. However, if you have already signed and
submitted a white consent card, you may revoke that consent by immediately
marking, signing, dating and mailing the enclosed
GOLD
Consent Revocation
Card. Only your latest-dated vote will count.
Finally,
if you have not signed or submitted Great Hill’s white consent card, you can
show your support for your Board by marking, signing, dating and mailing the
enclosed
GOLD
Consent
Revocation Card.
REGARDLESS
OF THE NUMBER OF SHARES YOU OWN, YOUR REVOCATION OF CONSENT IS VERY
IMPORTANT. PLEASE ACT TODAY.
Thank you
for your continued support.
Very
truly yours,
Ira P.
Kerker
Chief
Executive Officer
If you
have any questions about revoking any consent you may have previously given, or
if you require assistance, please contact the company’s consent revocation
solicitor:
The
Altman Group, Inc.
1200 Wall
Street West, 3rd Floor
Lyndhurst,
NJ 07071
Call Toll
Free: (800) 591-8269
Email:
proxyinfo@altmangroup.com
Facsimile:
(201) 460-0050
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