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) April 30, 2000
--------------
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
--------------
N/A
---------------------------
(Former Name or Former Address,
if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
On April 30, 2000, Rexall Sundown, Inc., a Florida corporation (the
"Company"), Koninklijke Numico N.V., a company organized under the laws of the
Netherlands ("Numico") and Nutricia Investment Corp., a Florida corporation and
indirect wholly owned subsidiary of Numico (the "Purchaser"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"). The Merger Purchase
Agreement provides for, among other things, (i) the Purchaser to purchase all
the outstanding shares of common stock, $.01 per share, of the Company at a
price of $24.00, net to seller in cash, without interest, upon the terms and
subject to the conditions of the Offer to Purchase dated as of May 5, 2000, as
supplemented from time to time (the "Offer to Purchase") and (ii) the subsequent
merger of the Purchaser with and into the Company.
On April 30, 2000, the Company, Numico, the Purchaser and certain
executive officers and shareholders of the Company (the "Shareholders") who, in
the aggregate hold more than 50% of the Company's issued and outstanding shares
of common stock, entered into a Shareholder Agreement (the "Shareholder
Agreement") pursuant to which the Shareholders have agreed to tender all of
their shares into the Numico tender offer and have granted Numico an option and
proxy on such shares.
The Merger Agreement, the Shareholder Agreement, the Offer to Purchase,
and the Company's Schedule 14D-9 related thereto are filed hereto as Exhibits
2.1, 20.1, 20.2 and 20.3, respectively, and incorporated herein by reference.
SIGNATURES
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.
Date: May 10, 2000 /s/ Damon DeSantis
------------------
Name: Damon DeSantis
Title: President and Chief
Executive Officer
2
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
Exhibit No. Exhibit
- ----------- -------
<S> <C>
2.1 Agreement and Plan of Merger dated as of
April 30, 2000 (incorporated by reference to
Exhibit (d)(1) to the Tender Offer Statement
on Schedule TO filed on May 5, 2000 by
Numico and the Purchaser).
20.1 Shareholder Agreement dated as of April 30, 2000
(incorporated by reference to Exhibit (d)(2) to the Tender
Offer Statement on Schedule TO filed on May 5, 2000 by
Numico and the Purchaser).
20.2 Offer to Purchase dated as of May 5, 2000 (incorporated
by reference to Exhibit (a)(1) to the Tender Offer Statement
on Schedule TO filed on May 5, 2000 by Numico and the Purchaser).
20.3 Solicitation/Recommendation Statement on Schedule
14D-9 filed on May 5, 2000 by the Company (incorporated by
reference herein).
20.4 Text of Press Release dated May 1, 2000 (incorporated by reference
to Exhibit (a)(6) to the Tender Offer Statement on Schedule TO filed on May 5,
2000 by Numico and the Purchaser.
20.5 Text of Press Release dated May 5, 2000 (incorporated by reference
to Exhibit (a)(9) to the Tender Offer Statement on Schedule TO filed on May 5,
2000 by Numico and the Purchaser.
20.6 Letter to Shareholders of the Company dated May 5, 2000 (incorporated by
reference to Exhibit (a)(3) to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 filed on May 5, 2000.
</TABLE>
