Nbty Inc - Amended Current report filing (8-K/A)
29 Settembre 2008 - 10:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report
(Date of earliest event reported):
July 14,
2008
NBTY,
INC.
(Exact Name of
Registrant as Specified in Charter)
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DELAWARE
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001-31788
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11-2228617
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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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Ronkonkoma,
New York
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11779
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(Address of
Principal Executive Offices)
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(Zip Code)
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(631)
567-9500
(Registrant’s
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
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 2.01.
COMPLETION OF ACQUISITION OR
DISPOSITION OF ASSETS
On
July 14, 2008 NBTY, Inc. (“NBTY”) completed its previously announced
acquisition of substantially all of the assets of Leiner Health Products Inc. (“Leiner”)
for approximately $371 million plus assumption of certain liabilities. On July 18, 2008, the Company filed a
Current Report on Form 8-K with respect to the transaction. This Amendment to the Current Report on Form 8-K
is being filed for the purposes of providing the required historical financial
statements and the pro forma financial information related to this acquisition.
ITEM 9.01.
FINANCIAL STATEMENTS AND
EXHIBITS
(a)
Financial
Statements of Business Acquired.
Audited
financial statements of Leiner Health Products Inc. as of March 29, 2008 and
March 31, 2007 and for the years ended March 29, 2008, March 31, 2007 and March
25, 2006 are filed as Exhibit 99.1 to this Amendment.
(b)
Pro
Forma Financial Information.
The
pro forma financial information as of March 31, 2008, for the six months
ended March 31, 2008 and for the year ended September 30, 2007 is
filed as Exhibit 99.2 to this Amendment.
(d)
Exhibits.
See Exhibit Index attached hereto which is incorporated herein by
reference.
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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.
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Dated:
September 29, 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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EXHIBIT
INDEX
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Exhibit
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No.
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Description
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Exhibit 2.1
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AMENDED
AND RESTATED ASSET PURCHASE AGREEMENT by and among NBTY Acquisition, LLC as
Purchaser, NBTY, Inc. as Buyer Holdco, and Leiner Health
Products, Inc., Leiner Health Services Corp., and Leiner Health
Products, LLC as Sellers Dated as of June 9, 2008.*
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Exhibit 10.1
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AMENDED AND RESTATED CREDIT AGREEMENT, DATED JULY
25, 2008,
among the
Registrant, as Borrower, the several lenders from time to time parties
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent, Bank of America, N.A., Citibank, N.A., HSBC Bank USA, National
Association and Wachovia Bank, National Association as Co-Syndication Agents.
(1)
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Exhibit 10.2
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AMENDED AND RESTATED GUARANTEE AND COLLATERAL
AGREEMENT, DATED AS OF JULY 25, 2008,
made by NBTY, Inc. and the other grantors party thereto in
favor of JPMorgan Chase Bank, N.A., as Administrative Agent. (1)
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Exhibit 23.1
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Consent of Independent Registered Public Accounting Firm.*
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Exhibit 99.1
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Audited
Financial Statements of Leiner Health Products, Inc. as of March 29,
2008 and March 31, 2007 and for the years ended March 29, 2008, March
31, 2007 and March 25, 2006.
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Exhibit 99.2
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Unaudited
Pro Forma Combined Condensed Balance Sheet as of March 31, 2008.
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Unaudited
Pro Forma Combined Condensed Statement of Operations of NBTY, Inc. and
Leiner Health Products Inc. for the six months ended March 31, 2008 and
for the year ended September 30, 2007.*
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*
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Filed herewith
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(1)
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Incorporated
by reference to the registrant’s Form 8-K, dated July 25, 2008,
filed with the SEC on July 30, 2008.
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4
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