- Current report filing (8-K)
30 Dicembre 2009 - 10:29PM
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):
December 23, 2009
NBTY, INC.
(Exact Name of Registrant as
Specified in Charter)
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
(Registrants
telephone number, including area code)
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 5.02 COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On
December 23, 2009, the Board of Directors (the Board) of NBTY, Inc.
(the Corporation), upon the recommendation of the Compensation Committee of
the Board (the Committee), determined that Scott Rudolph, Harvey Kamil, Glenn
Schneider, Hans Lindgren and James Flaherty will receive the bonus set forth
next to their respective names in the following table with respect to the
fiscal year ended September 30, 2009.
The Committee further determined to make the equity award grants (stock
options and restricted stock units) set forth next to their respective names as
long-term equity incentive awards.
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Annual Bonus
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With respect to
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Stock Option
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Restricted
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Officer
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Fiscal Year 2009
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Grant
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Stock Unit Grant
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Scott
Rudolph
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$
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1,500,000
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38,970
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8,573
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Harvey
Kamil
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$
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1,000,000
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35,722
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5,716
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Glenn
Schneider
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$
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300,000
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11,145
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1,783
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Hans
Lindgren
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$
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225,000
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6,716
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1,075
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James
Flaherty
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$
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190,000
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6,716
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1,075
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The
stock option grants have an exercise price of $43.88, equal to the closing
price of the Corporations common stock (the Common Stock) on the New York
Stock Exchange on December 23, 2009 (the Grant Date). The option awards will vest one-third on each
of the second, third and fourth anniversary of the Grant Date, except those
granted to Mr. Kamil, the vesting of which will accelerate if he retires
after the second anniversary of the Grant Date.
Awards will be either non-qualified stock options or incentive stock
options, determined in a manner that will provide for a maximum number of
incentive stock options. The awards will
be granted under the Corporations Year 2000 Incentive Stock Option Plan, if
the option is an incentive stock option, until the optioned shares available
under that plan have been exhausted, and then be granted under the Corporations
other available equity plans so as to maximize flexibility and shareholder
value.
The
restricted stock units will vest one third on each of the second, third and
fourth anniversary of the Grant Date, except those granted to Mr. Kamil,
the vesting of which will accelerate if he retires after the second anniversary
of the Grant Date. These restricted
stock units will be granted under the 2009 Equity Awards Plan, and will be
settled in shares of Common Stock, not in cash.
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: December 30, 2009
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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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