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) March 23, 2000
--------------
Commission File Number 0-21884
REXALL SUNDOWN, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-1688986
------- ----------
(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
----------------------------
(Former Name or Former Address,
if Changed Since Last Report)
Item 2. Acquisition of Assets
---------------------
On March 23, 2000, Rexall Sundown, Inc. (the "Registrant"), a Florida
corporation, consummated its acquisition (the "Transaction") of Worldwide Sport
Nutritional Supplements Inc. ("Worldwide"), a New York corporation, in
accordance with the Stock Purchase Agreement dated February 23, 2000 (the "Stock
Purchase Agreement") by and between the Registrant, Worldwide and the
shareholders of Worldwide. The Stock Purchase Agreement is filed as Exhibit 2.1
to this Current Report on Form 8-K and is expressly incorporated by reference
herein.
Based in Largo, Florida, Worldwide is best known for its leading branded
sports nutrition supplements including Pure Protein(R) food bars, Burn-IT(TM)
food bars, Pure Protein Cookie(TM), Ultra Pure Protein Shake(TM), Extreme Pure
Protein(TM) drinks, and the recently introduced Protein Revolution(TM)low-carb
bars, among others.
The aggregate purchase price for the Transaction was $71.5 million,
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 the Registrant's Current Report on Form 8-K dated January 13,
2000 and is expressly incorporated by reference herein. The Transaction was
accounted for as a purchase.
The press release dated March 23, 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
(a) Financial Statements of Business Acquired.
Pursuant to Rule 3-05 of Regulation S-X, the Registrant is not
required to file financial statements of the acquired business.
(b) Pro Forma Financial Information.
Pursuant to Article 11 of Regulation S-X, the Registrant is not
required to file pro forma financial information with respect
to the acquired business.
(c) Exhibits
2.1 Stock Purchase Agreement dated February 23, 2000 by and
between Rexall Sundown, Inc., Worldwide Sport
Nutritional Supplements Inc. and the shareholders of
Worldwide Sport Nutritional Supplements Inc.
99.1 Press Release dated March 23, 2000.
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: March 29, 2000 /s/ Damon DeSantis
------------------
Name: Damon DeSantis
Title: President and Chief Executive Officer