REXALL SUNDOWN INC
8-K, 1998-10-02
PHARMACEUTICAL PREPARATIONS
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                                  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) September 29, 1998
                                                        ------------------

                         Commission File Number 0-21884
                                                -------

                              REXALL SUNDOWN, INC.
                              --------------------
             (Exact Name of Registrant as Specified in its Charter)


              FLORIDA                                       59-1688986
              -------                                       ----------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)


            6111 Broken Sound Parkway, NW, Boca Raton, Florida 33487
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, Including Area Code (561) 241-9400
                                                            -------------

             851 Broken Sound Parkway, NW, Boca Raton, Florida 33487
            ---------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report


<PAGE>



Item 5.  Other Events
         ------------

Incorporated by reference is the press release issued by the Registrant on
September 29, 1998 concerning the Registrant's announcement of the approval by
its Board of Directors of a share repurchase program of up to $100 million of
its common stock. The press release is attached hereto as Exhibit 99.

Item 7.  Financial Statements, Pro-Forma Financial Information and Exhibits
         ------------------------------------------------------------------

         (c)      Exhibits

                  99       Press Release dated September 29, 1998.


                                    SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     REXALL SUNDOWN, INC.

                                                     /s/ Damon DeSantis
                                                     ---------------------------
                                                     Damon DeSantis, President


September 29, 1998




Exhibit 99


AT THE COMPANY:                     AT THE FINANCIAL RELATIONS BOARD:
- --------------                      --------------------------------
Geary Cotton                          Karen Griffiths-General Information
Chief Financial Officer               Lynn Sawyer-Landau-Analyst Information
(561) 241-9400, Ext. 1500             (212) 661-8030


For Immediate Release
- ---------------------

     REXALL SUNDOWN'S BOARD AUTHORIZES $100 MILLION SHARE REPURCHASE PROGRAM
     -----------------------------------------------------------------------

Boca Raton, Florida -- September 29, 1998 -- Rexall Sundown, Inc. (Nasdaq: RXSD)
today announced that its Board of Directors has authorized a share repurchase
program, which will allow the Company to buy up to $100 million of its common
stock.

Under the terms of the program, which has no expiration date, the Company
expects to buy shares from time to time in the open market or in privately
negotiated transactions, depending on market conditions and other factors. At
yesterday's closing price of $16 1/4, the repurchase program would allow the
Company to buy approximately 8.5% of the total common stock outstanding or
nearly 17% of the shares in the public float. As of May 31, 1998, the end of its
third fiscal quarter, Rexall Sundown had $99.6 million in cash and marketable
securities and no long-term debt on its Balance Sheet.

"The action taken by the Board of Directors reflects our continued confidence in
the Company, its future growth potential and our positive outlook regarding the
long-term fundamentals of the vitamin and nutritional supplement industry," said
Carl DeSantis, Chairman of the Board. "The Board believes that this repurchase
program represents an attractive investment opportunity which will benefit our
shareholders."

Rexall Sundown, Inc. develops, manufactures and distributes vitamins,
nutritional supplements and other consumer health products. Visit the Company's
website at www.rexallsundown.com.

This Press Release may contain "forward-looking statements" as such term is
defined in the Private Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represents the Company's interpretation or beliefs. These forward-looking
statements, by their nature, involve substantial risks and uncertainties,
certain of which may be beyond the Company's control and actual results may
differ materially depending on a variety of important factors including
uncertainties related to acquisitions, government regulation, managing and
maintaining growth, the effect of adverse publicity, reliance on independent
distributors of Rexall Showcase, competition and other factors described in the
Company's filings with the Securities and Exchange Commission.

To receive additional information on Rexall Sundown, Inc., via fax at no charge,
                    dial 1-800-PRO-INFO and enter code RXSD.



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