- Current report filing (8-K)
05 3월 2009 - 11:11PM
Edgar (US Regulatory)
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):
February 27, 2009
NBTY,
INC.
(Exact Name of
Registrant as Specified in Charter)
001-31788
(Commission File
Number)
DELAWARE
|
|
11-2228617
|
(State or Other
Jurisdiction
|
|
(I.R.S. Employer
|
of
Incorporation)
|
|
Identification
No.)
|
|
|
|
2100
Smithtown Avenue
|
|
|
Ronkonkoma,
New York
|
|
11779
|
(Address of
Principal Executive Offices)
|
|
(Zip Code)
|
(631)
567-9500
(Registrants
telephone number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
|
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
|
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
|
|
|
|
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
ITEM 5.02.
|
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
|
(e) On February 27, 2009 at the 2009
Annual Meeting of Stockholders (the
Meeting
) of NBTY, Inc. (the
Company
),
the stockholders of the Company approved the 2009 Equity Awards Plan (the
2009
Plan
). The Companys Board of Directors (the
Board
) had
previously approved the 2009 Plan, subject to approval by the stockholders. The
Companys Proxy Statement for the Meeting, which was filed on Schedule 14A with
the Securities and Exchange Commission on January 15, 2009, included a
summary description of the 2009 Plan, as well the full text of the 2009 Plan. The
following is a brief description of the material terms and conditions of the
2009 Plan.
All of the Companys
employees, directors, officers and consultants are eligible to receive awards
under the 2009 Plan. Subject to
adjustment as described below, the total number of shares of Common Stock that
may be granted under the 2009 Plan is 2.5 million shares. The Committee will adjust the number of
shares of Common Stock available for issuance under the 2009 Plan, the maximum
number of shares that may be granted to any person during a fiscal year, and
the terms of any outstanding awards (including the number of shares covered by
any outstanding award and the exercise or strike price per share thereof), in
each case in such manner that it deems appropriate for any increase or decrease
in the number of issued shares of Common Stock resulting from any
recapitalization, stock split, reverse stock split, stock dividend, spin-off,
split-up, combination, reclassification or exchange of shares of Common Stock,
merger, consolidation, rights offering, separation, reorganization or liquidation
or any other change in the corporate structure or shares of Common Stock.
The Compensation
Committee of the Board (the
Committee
) will administer the 2009 Plan,
unless the Board, in its sole discretion, elects to administer the 2009 Plan
directly. The Committee will have the authority to, among other things, (i) grant
awards and determine who will receive awards, when such awards will be granted
and the terms of such awards, (ii) construe, interpret and implement the
2009 Plan and all award agreements, and (iii) make all determinations
necessary or advisable in administering the 2009 Plan.
Each award granted
under the 2009 Plan will be evidenced by an award agreement that will contain
such provisions and conditions as the Committee deems appropriate. The
following types of awards may be granted under the 2009 Plan: stock options,
stock appreciation rights, restricted shares, restricted stock units, and other
Common Stock-based awards. These awards
may be granted on a stand alone basis, in combination or on a tandem basis.
The exercise price
of stock options and stock appreciation rights (SAR) granted under the 2009
Plan shall be at least equal to the fair market value (or, in the case of an
incentive stock option granted to a holder of greater than 10% of the Common
Stock, 110% of the fair market value) of a share of Common Stock on the date of
grant. The term of each option and each
SAR may not exceed 10 years (or, in the case of an incentive stock option
granted to a holder of greater than 10% of the Common Stock, 5 years) from the
date of grant. Other than in connection
with an adjustment, as described above, repricing of stock options and SARs
granted under the 2009 Plan is not permitted without stockholder approval. The maximum number of shares of Common Stock
with respect to which stock options and SARs may be granted to any individual
during any fiscal year is 150,000 shares, subject to adjustment as described
above.
The 2009 Plan
provides that, unless otherwise provided in the applicable award agreement, in
the event of a change in control (as defined in the 2009 Plan), any outstanding
awards then held by a grantee which are unexercisable or otherwise unvested or
subject to lapse restrictions will automatically be deemed exercisable or
otherwise vested or no longer subject to lapse restrictions, as the case may
be, as of the date of such change in control.
Unless otherwise provided
in the 2009 Plan or in an award agreement, the Board, from time to time, may
suspend, discontinue, revise or amend the 2009 Plan in any respect, including
in any manner that adversely affects the rights, duties or obligations of award
recipients. Unless otherwise determined by the Board, stockholder approval
2
of any suspension,
discontinuance, revision or amendment will be obtained only to the extent
necessary to comply with any applicable laws, regulations or rules of a
securities exchange or self-regulatory agency.
The description of the
2009 Plan is qualified in its entirety by reference to the full text of the
2009 Plan, which is filed as
Exhibit 99.1
to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01.
|
|
FINANCIAL STATEMENTS AND
EXHIBITS
|
|
|
|
(c)
|
|
Exhibits:
|
99.1 2009 Equity Awards
Plan
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: March 5, 2009
|
|
NBTY, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Harvey
Kamil
|
|
|
|
Harvey Kamil
|
|
|
|
President and
Chief Financial Officer
|
4
N B T Y (NYSE:NTY)
과거 데이터 주식 차트
부터 7월(7) 2024 으로 8월(8) 2024
N B T Y (NYSE:NTY)
과거 데이터 주식 차트
부터 8월(8) 2023 으로 8월(8) 2024