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):
October 23, 1997
NBTY, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-10666 11-2228617
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(State or other (Commission (IRS Employer
jurisdiction of File No.) identification
incorporation) number)
90 Orville Drive, Bohemia, New York 11716
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(Address of principal executive office and zip code)
Registrant's telephone number (516) 567-9500
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ITEM 5. Other Events
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On October 23, 1997, the registrant announced that it had signed a
memorandum of understanding to settle a class action lawsuit. Under the
terms of the memorandum, the registrant will pay to the class a total of
eight million dollars comprised of four million, four hundred thousand
dollars in cash and three million, six hundred thousand dollars in the
registrant's common stock.
An undetermined amount of the cash payment will be covered by
insurance reimbursement. This settlement requires the approval of the U.S.
District Court, Eastern District of New York.
The registrant also announced that total sales for the fiscal year
ended September 30, 1997 were $281 million compared to $194 million in the
prior year. The $281 million includes $23 million in revenues from its
acquisition of Holland & Barrett.
The registrant stated that it will take the litigation settlement as a
one-time charge in its 4th quarter (ended September 30, 1997), and the
settlement of an interest rate hedge of $2.3 million in connection with the
Holland & Barrett acquisition.
Annexed to this report as an exhibit is the press release dated
October 23, 1997.
ITEM 7. Financial Statements and Exhibits.
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(i) Press Release dated October 23, 1997.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement or
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
NBTY, Inc.
By: /s/ Harvey Kamil
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Harvey Kamil
Executive Vice President
Dated: November 4, 1997
G.S.
Schwartz
& Co. Inc.
Public Relations
470 Park Avenue South, New York, NY 10016 (212) 725-4500 NEWS
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FOR IMMEDIATE RELEASE
CONTACT:
Harvey Kamil, EVP/CFO Carl Hymans
NBTY, Inc. G.S. Schwartz & Co.
516-244-2020 212-725-4500
NBTY SIGNS MEMORANDUM OF UNDERSTANDING
TO SETTLE CLASS ACTION LAWSUIT
--ANNOUNCES RECORD SALES RESULTS FOR FISCAL 1997--
BOHEMIA, NY, October 23, 1997--NBTY, Inc. (NASDAQ: NBTY), a worldwide
leading manufacturer and marketer of high-quality vitamins and nutritional
supplements, announced that it has signed a memorandum of understanding to
settle a class action lawsuit. Under the terms of the settlement, the
Company will pay a total of $8 million, comprised of $4.4 million in cash
and $3.6 million in stock. An undetermined portion of that payment will be
covered by insurance reimbursement.
Although the settlement agreement has been reached between the Company
and the attorneys representing the class, the litigation which was commenced
in October 1994 in the U.S. District Court, Eastern District of New York,
still requires the approval of the Court to be finalized.
Scott Rudolph, Chairman and Chief Executive Officer of NBTY, Inc.,
said, "We have vigorously denied all allegations since the litigation was
first filed three years ago, and continue to do so. However, the time
required of senior management combined with the financial expense of
continuing the litigation led to our decision to settle the case."
Financial charges from the litigation settlement will be taken as a
one-time charge in the fourth quarter for the fiscal year ended September
30, 1997. In addition, the Company will be taking an additional $2.3 million
one-time charge in settlement of an interest rate hedge in conjunction with
the recent acquisition of Holland & Barrett and related financing.
The Company also announced total sales for the fiscal year ended
September 30, 1997 increased 44% to $281 million compared to $194 million a
year ago. The $281 million includes $23 million in revenues from Holland and
Barrett, the largest chain of vitamin and healthfood stores in the United
Kingdom, which was acquired by NBTY in August 1997. Without the inclusion of
revenue from Holland & Barrett, total sales for fiscal 1997 increased 32.5%
to $268 million.
This release contains forward looking statements which are subject to
various risks and uncertainties.
NBTY is committed to educating consumers on the importance of
nutritional supplements as an essential part of a healthy lifestyle.
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