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.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-14608 | | 87-0563574 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | | | | |
2002 South 5070 West Salt Lake City, Utah | | | | 84104-4726 |
(Address of principal executive offices) | | | | (Zip Code) |
(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:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition |
On March 17, 2010, the Company announced its financial results for its fiscal 2010 third quarter, which ended on February 28, 2010. A copy of the press release announcing the earnings is attached hereto as Exhibit 99.1.
On March 11, 2010, the Board of Directors (the “Board”) approved a special cash dividend of $0.50 per share (the “Special Dividend”) payable on April 14, 2010 (the “Dividend Payment Date”) to shareholders of record of the Company’s Class A Common Stock and Class B Common Stock as of the close of business on March 31, 2010 (the “Dividend Record Date”). The Company’s Class A Common Stock will start trading on an ex-dividend basis beginning March 29, 2010 (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, the dividend equivalent rights described below and all other dividend equivalents provided under currently outstanding equity awards (assuming 100% vesting of equity awards) will be approximately $15 million.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Also on March 11, 2010, the Compensation Committee of the Board (the “Compensation Committee”) and the Board approved dividend equivalent rights with respect to the Special Dividend for all stock options to purchase shares of the Company’s Class A Common Stock held by the Company’s employees and non-employee directors (the “Special Dividend Equivalent Rights”), which 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.
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 vested 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 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 the holders of outstanding stock options or such 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. The outstanding dollar-denominated, performance-based restricted stock units that will be earned based on the Company’s performance for the three-year period ending May 31, 2011 do not have dividend equivalent rights.
The Company manufactures and distributes private label (store brand) products for certain retail customers where it sells branded products. There has recently been a significant increase in bidding activity for the manufacture of private label dietary supplements distributed in mass market retail accounts. The increasingly competitive bidding activity began in January 2010 and is expected to continue throughout the year. As a result of a recent bidding process, beginning in May 2010 the Company will no longer manufacture a product that represented a significant portion of its private label business. The Company expects to continue to participate in the bidding processes for products it believes will contribute to the success of its business. The Company cannot predict at th is time how many new products it will win, how many existing products it will lose or the net effect on the Company’s sales and profit margins. The Company believes that the bidding processes could negatively impact sales and profit margins, potentially significantly, though it cannot at this time quantify the magnitude of this impact.
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based on management’s beliefs and assumptions, current expectations, estimates, and projections. These statements are subject to known and unknown risks and uncertainties, certain of which are beyond the Company’s ability to control or predict, and, therefore, actual results may differ materially. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date hereof. The Company disclaims any obligation to update any forward-looking statements whether as a result of new infor mation, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
99.1 Press Release dated March 17, 2010
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).
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.
| By: | /s/ JOSEPH W. BATY |
| | Name: Joseph W. Baty |
| | Title: Executive Vice President and Chief Financial Officer |
| Date: March 17, 2010 | |
INDEX TO EXHIBITS
| Item Number | | Exhibit |
| 99.1 | | Press Release dated March 17, 2010 |
