Nbty Inc - Current report filing (8-K)
30 Maggio 2008 - 11:14PM
Edgar (US Regulatory)
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):
May 30, 2008
NBTY,
INC.
(Exact Name of Registrant as Specified in
Charter)
DELAWARE
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001-31788
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11-2228671
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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2100 Smithtown Avenue
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11779
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Ronkonkoma,
New York
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(Zip Code)
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(Address of
Principal Executive Offices)
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(631)
567-9500
(Registrants
telephone number, including area code)
(Former Name or Former Address, if Changed
Since Last Report)
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 (
see
General Instruction A.2. below):
o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On
May 30, 2008, NBTY, Inc., entered into an Asset Purchase Agreement (the
Agreement) for the purchase of substantially all of the assets of Leiner
Health Products, Inc. (Leiner) for $230 million plus assumption of certain
liabilities. The Agreement is subject to
higher or better offers that may be submitted by competing bidders in
connection with a process conducted under the supervision of the bankruptcy
court presiding over Leiners chapter 11 bankruptcy case. If a higher or better offer is submitted, an
auction will be conducted on June 9, 2008, in which case the terms of the
Agreement may change.
The
Agreement provides for a purchase price adjustment downward if the amount of
actual working capital at closing is less than $116.5 million, and for a
purchase price adjustment upward if the amount of actual working capital at
closing is greater than $126.5 million. Simultaneously with the execution of
the Agreement, NBTY and Leiner also entered into an escrow agreement pursuant
to which a portion of the purchase price is held in escrow until the closing of
the purchase transaction. In addition to the bankruptcy court process, the
transaction is subject to regulatory and other customary approvals. If no higher or better offer is submitted by
a competing bidder, the purchase transaction contemplated by the Agreement is
expected to close no later than September, 2008.
2
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.
Dated: May 30, 2008
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NBTY, INC.
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By:
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/s/ Harvey Kamil
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Harvey Kamil
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President and
Chief Financial Officer
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3
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