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): April 20, 1998 NBTY, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-10666 11-2228617 --------------- ----------- -------------- (State or other (Commission (IRS Employer jurisdiction of File No.) identification incorporation) number) 90 Orville Drive, Bohemia, New York 11716 ---------------------------------------------------- (Address of principal executive office and zip code) Registrant's telephone number (516) 567-9500 -------------- ITEM 2. Acquisition or Disposition of Assets - --------------------------------------------- On April 20, 1998, NBTY, Inc. a Delaware corporation ("NBTY"), acquired all of the issued and outstanding capital stock of three affiliated privately held companies - Nutrition Headquarters, Inc. ("NHQ"); Lee Nutrition, Inc. ("Lee"); Nutro Laboratories, Inc. ("Nutro") and Brunswick Laboratories, Inc. ("Brunswick"), collectively referred to as the ("Nutrition Headquarters Group") for approximately 8.8 million shares of the Registrant's Common Stock. Nutro and Lee are well known catalog companies offering 2,300 private label and branded products of vitamins and nutritional supplements primarily under the Nutrition Headquarters, Lee Nutrition and Life's Finest brands. NHQ and Lee have each been in the mail order catalog business for 20 years, during which time, they have developed customer lists which include more than 1.5 million active names. Nutro and Brunswick manufacture over 700 national brands equivalent vitamins and nutritional supplement tablets and capsules, approximately 25% of which are for NHQ and Lee and the balance are contract manufacturing for other major domestic and foreign wholesalers, distributors and retailers. Currently Nutro and Brunswick produce over three billion tablets and capsules, and package over six million bottles annually. Management believes that NHQ's and Lee's mail order operations and Nutro's and Brunswick's manufacturing operations will complement NBTY's operations. The acquired companies had aggregate sales of approximately $77.4mm for the fiscal year ended September 1997. The merger was accounted for as a pooling of interests. The persons from whom the assets were acquired were: Michael C. Slade 114 Piping Rock Road Matinecock, NY 11560 Abraham Feldman Trust, F/B/O Ruth Slade, U/A 1/21/91 c/o Ruth Slade 114 Piping Rock Road Matinecock, NY 11560 Abraham Feldman Trust, F/B/O Steven Lenger, U/A 1/21/91 c/o Dr. E. Steven Lenger 62 Independence Drive East Brunswick, NJ 08816 Complete financial statements will be provided as required by Item 7 of Form 8-K. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized. NBTY, Inc. By: /s/ Harvey Kamil ----------------------------- Harvey Kamil Executive Vice President Dated: April 27, 1998