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) January 7, 2000
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Commission File Number 0-21884
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REXALL SUNDOWN, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-1688986
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6111 Broken Sound Parkway, NW, Boca Raton, Florida 33487
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (561) 241-9400
N/A
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(Former Name or Former Address,
if Changed Since Last Report)
Item 2. Acquisition of Assets
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On January 7, 2000, Rexall Sundown, Inc. (the "Registrant"), a Florida
corporation, consummated its acquisition (the "Transaction") of MET-Rx
Nutrition, Inc. ("MET-Rx"), a Delaware corporation, in accordance with the
Merger Purchase Agreement dated December 14, 1999 (the "Merger Purchase
Agreement") by and between Rexall, RSM Acquisition Corp., MET-Rx and all of the
stockholders of MET-Rx. The Merger Purchase Agreement is filed as Exhibit 2.1 to
this Current Report on Form 8-K and is expressly incorporated by reference
herein. In connection with the Merger Purchase Agreement, MET-Rx entered
into an Employment Agreement (the "Employment Agreement") with A. Scott
Connelly, MD to serve as Chief Technical Officer of MET-Rx. The Employment
Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is
expressly incorporated by reference herein.
MET-Rx is based in Irvine, California and markets and sells national
branded sports nutrition supplements including MET-Rx(R) powdered protein drink
mixes, MET-Rx Protein Plus(TM), Source One(TM) and MET-Rx Natural Krunch food
bars and other sports nutrition supplements
The aggregate purchase price for the Transaction was $108 million
(including the assumption of indebtedness), subject to certain adjustments. The
amount of consideration was determined through arm's length negotiations between
the parties. The Registrant funded the Transaction, in part, through its line of
credit pursuant to that certain Credit Agreement dated January 7, 2000 (the
"Credit Agreement") by and among Registrant as Borrower, Bank Of America, N.A.,
as Administrative Agent and as Lender and the Lenders Party Thereto From Time To
Time. The Credit Agreement is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is expressly incorporated by reference herein. The Transaction was
accounted for as a purchase.
The press release dated January 7, 2000 announcing the consummation of
the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is expressly incorporated by reference herein.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired.
It is currently impracticable to provide the financial information
required pursuant to Item 7(a) prior to the due date of this Report.
This Report will be amended within 60 days of the date that this Report
was required to be filed to include such financial information.
(b) Pro Forma Financial Information.
It is currently impracticable to provide the pro forma financial
information required pursuant to Item 7(b) prior to the due date of
this Report. This Report will be amended within 60 days of the date
that this Report was required to be filed to include such pro forma
financial information.
(c) Exhibits
2.1 Merger Purchase Agreement dated December 14, 1999 by
and between Rexall Sundown, Inc., RSM Acquisition
Corp., MET-Rx Nutrition, Inc. and all of the
stockholders of MET-Rx Nutrition, Inc.
10.1 Credit Agreement dated January 7, 2000 by and among
Rexall Sundown, Inc. as Borrower, Bank Of America,
N.A., as Administrative Agent and as Lender and The
Lenders Party Thereto From Time To Time
10.2 Employment Agreement dated January 7, 2000 by and
between MET-Rx Nutrition, Inc. and A. Scott
Connelly, M.D.
99.1 Press Release dated January 10, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REXALL SUNDOWN, INC.
Date: January 13, 2000 /s/ Damon DeSantis
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Name: Damon DeSantis
Title: President and Chief Executive Officer
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