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): December 1, 2010
Vitamin Shoppe, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34507 | | 11-3664322 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
2101 91st Street
North Bergen, New Jersey 07047
(Addresses of Principal Executive Offices, including Zip Code)
(201) 868-5959
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 1, 2010, Vitamin Shoppe, Inc. (the “Company”), and certain stockholders of the Company, entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters, in connection with the offering of a total of 7,248,456 shares of the Company’s common stock (the “Offering”), sold by the selling stockholders, at a public offering price of $29.00 per share. Under the Underwriting Agreement, the Company agreed to indemnify the underwriters and the selling stockholders against certain liabilities that could be incurred by them in connection with the offering.
The closing of the sale of the shares contemplated by the Underwriting Agreement occurred on December 7, 2010. The selling stockholders received all of the proceeds from the offering, and the Company did not receive any proceeds from the sale of shares in the offering.
The foregoing description of the Underwriting Agreement is a summary only and is qualified in its entirety by reference to the complete text thereof. A copy of the Underwriting Agreement is attached to this Form 8-K as Exhibit 1.1 and incorporated herein by reference.
Item 14 of Registration Statement
This Current Report on Form 8-K is also being filed for the purpose updating Item 14 of the Registration Statement. Information relating to Item 14 — “Other Expenses of Issuance and Distribution” with respect to the Offering is as follows:
| | | | |
Securities and Exchange Commission Registration Fee | | $ | 24,955 | (1) |
FINRA filing fee | | | 15,000 | |
Legal Fees and Expenses | | | 200,000 | |
Transfer agent and registrar fees | | | 13,500 | |
Accounting Fees and Expenses | | | 81,545 | |
Blue Sky fees and expenses | | | N/A | |
Printing and Delivery Expenses | | | 60,000 | |
Rating Agency Fees and Expenses | | | N/A | |
Miscellaneous Expenses | | | 5,000 | |
| | | | |
Total(2) | | $ | 400,000 | (2) |
| | | | |
| (2) | The total includes the previously paid registration fee. |
All amounts, other than the registration fee, are estimates.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| | |
| 1.1 | | Underwriting Agreement dated December 1, 2010. |
SIGNATURE
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.
| | | | | | |
| | | | Vitamin Shoppe, Inc. |
| | | |
| Date: December 9, 2010 | | | | By: | | /s/ James M. Sander |
| | | | Name: | | James M. Sander |
| | | | Title: | | Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| 1.1 | | Underwriting Agreement dated December 1, 2010. |
