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.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14608
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87-0563574
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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2002 South 5070 West
Salt Lake City, Utah
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84104-4726
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(Address of principal
executive offices)
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(Zip Code)
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(801) 975-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
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Results of Operations and Financial Condition.
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On July 30, 2009, the registrant announced its financial results for its fiscal 2009 fourth
quarter and year ended May 31, 2009
. A copy of the press release announcing the earnings is attached hereto as Exhibit 99.1.
On July 30, 2009, the Company announced that its Board of Directors (the “
Board
”) approved a special cash dividend of $0.50 per share (the
“Special Dividend”
) payable to holders of the Company’s
Class A Common Stock and Class B Common Stock on August 28, 2009 (the
“Dividend Payment Date”
) to shareholders of record as of the close of business on August 14, 2009 (the
“Dividend Record Date”
). The Company’s Class A Common Stock will start trading on an ex-dividend basis beginning August 12, 2009 (the
“Ex-Dividend
Date”
), in accordance with New York Stock Exchange rules. Shareholders who sell their shares on or before the Ex-Dividend Date will also be selling their right to receive the Special Dividend. The aggregate amount of payments to be made in connection with the Special Dividend and the special dividend equivalent rights described below (assuming 100% vesting of equity awards) will be approximately $15 million.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Also on July 30, 2009, the Company announced that the Compensation Committee of the Board (the “
Compensation Committee
”) and the Board adjusted the terms of the stock options to purchase shares of the Company’s Class A Common Stock held by the Company’s employees
and non-employee directors to provide for a cash payment in an amount equal to the Special Dividend for each share of Class A Common Stock underlying each outstanding stock option held on the Dividend Record Date (the
“Special Dividend Equivalent Rights”
).
With respect to stock options vested on the Dividend Record Date, the Special Dividend Equivalent Rights will be paid on the Dividend Payment Date. With respect to stock options that are not vested as of the Dividend Record Date that subsequently vest, the Special Dividend Equivalent Rights will be paid on the first day of the
next fiscal quarter following the date of vesting of the stock options.
Additionally, the Compensation Committee and the Board provided and clarified that the dividend equivalents previously granted in connection with certain outstanding performance-based restricted stock units held by the Company’s employees and the restricted stock units held by the Company’s non-employee directors shall include
and be payable with respect to the Special Dividend. Payment of the dividend equivalents with respect to the Special Dividend will occur on the terms provided for in the existing award agreements evidencing the outstanding restricted stock units and related dividend equivalents, but only to the extent that the shares underlying the restricted stock units vest. The effect of the Special Dividend Equivalent Rights and the dividend equivalents is to provide each holder of outstanding stock options or restricted
stock units with the same economic value immediately after the time the Company’s common stock begins trading ex-dividend as such holder had immediately prior to such time.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
The information in Item 2.02 of this report (including exhibits relating thereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or the Securities and Exchange Commission’s rules and regulations, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933
(except as shall be expressly set forth by specific reference in such filing)
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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.
SCHIFF NUTRITION INTERNATIONAL, INC.
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By:
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/s/ JOSEPH W. BATY
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Name:
Joseph W. Baty
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Title:
Executive Vice President and Chief Financial Officer
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Date: July 30, 2009
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INDEX TO EXHIBITS