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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 12, 2001
VITAMINSHOPPE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27499 22-3659179
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
444 MADISON AVENUE, SUITE 802, NEW YORK, NEW YORK 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-6730
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On January 12, 2001, VitaminShoppe.com, Inc., a Delaware corporation (the
"Company"), and Vitamin Shoppe Industries Inc. ("The Vitamin Shoppe") entered
into an Agreement and Plan of Merger (the "Merger Agreement"). As a result of
the transactions contemplated by the Merger Agreement, the Company would be
merged with and into The Vitamin Shoppe, and the stockholders of the Company,
other than The Vitamin Shoppe, would receive $1.00 per share in cash. The value
of the merger to the public stockholders is approximately $7.3 million.
The Company's board of directors, upon unanimous recommendation of a Special
Committee of independent directors, approved the merger agreement. The Special
Committee was advised by Houlihan Lokey Howard & Zukin Capital.
The merger is subject to certain conditions, including approval of a
majority vote of the Company's stockholders. The Vitamin Shoppe, which holds
64.3% of common stock and 91.5% of the voting power of the Company's stock, has
agreed to vote in favor of the merger. The Vitamin Shoppe's principal
shareholder has committed to provide equity financing for the merger. The merger
is not subject to receipt of financing, but does require the consent of The
Vitamin Shoppe's lenders.
On January 12, 2001, the Company issued a press release announcing the
execution of the Merger Agreement.
The foregoing description of the Merger Agreement and the press release is
qualified in its entirety by reference to the Merger Agreement, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference, and
to the Press Release, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
c. Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
2.1 Agreement and Plan of Merger by and between Registrant and
Vitamin Shoppe Industries Inc. dated as of January 12, 2001.
99.1 Press Release, dated January 12, 2001, relating to the
signing of the Agreement and Plan of Merger by and between
Registrant and Vitamin Shoppe Industries Inc. dated as of
January 12, 2001.
2
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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.
VITAMINSHOPPE.COM, INC.
(Registrant)
/s/ Ann M. Sardini
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Ann M. Sardini
Chief Financial Officer,
January 16, 2001 Secretary and Treasurer
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
2.1 Agreement and Plan of Merger by and between Registrant
and Vitamin Shoppe Industries Inc. dated as of
January 12, 2001.
99.1 Press Release, dated January 12, 2001, relating to the
signing of the Agreement and Plan of Merger by and between
Registrant and Vitamin Shoppe Industries Inc. dated as
of January 12, 2001.
