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) February 23, 2000
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Commission File Number 0-21884
REXALL SUNDOWN, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-1688986
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(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
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N/A
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(Former Name or Former Address,
if Changed Since Last Report)
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Item 5. Other Events
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Reference is hereby made to that certain Press Release issued by the
Registrant on February 23, 2000 which is filed herewith as Exhibit 99.1.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Press Release dated February 23, 2000.
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: February 25, 2000 /s/ Damon DeSantis
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Name: Damon DeSantis,
Title: President and Chief Executive Officer
At The Company: At The Financial Relations Board:
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Investors: General Information:
Donna Conners Karen Griffiths
Press: Analyst Information:
Carol Walters Vanessa Schwartz
(561) 241-9400 (212) 661-8030
FOR IMMEDIATE RELEASE:
REXALL SUNDOWN TO ACQUIRE WORLDWIDE SPORT NUTRITION FOR $71.5 MILLION
Boca Raton, FL - February 23, 2000 - Rexall Sundown, Inc. (NASDAQ: RXSD) today
announced it has signed a definitive agreement to purchase privately-held
Worldwide Sport Nutritional Supplements, Inc., a leader in the sports nutrition
category with its line of PureProtein(R) bars and shakes, as well as sports
drinks, for $71.5 million in cash.
The acquisition of Worldwide, which will be accounted for as a purchase, will be
financed by Rexall Sundown's current line of credit. The transaction, which is
subject to regulatory and other approvals, is anticipated to close in March 2000
and is expected to be slightly accretive in fiscal year 2000.
Based in Largo, Florida, Worldwide was founded in 1995 by David McCabe. For the
fiscal year ended December 31, 1999, Worldwide posted net sales of approximately
$42 million, and achieved annual compounded sales growth rates in excess of 100%
over the past two years. Worldwide is best known for its leading branded sports
nutrition supplements including Pure Protein(R) food bars, Burn-IT(TM) food
bars, Pure Protein Cookie(TM), Ultra Pure Protein Shake(TM), Extreme Pure
Protein(TM) drinks, as well as other sports nutrition supplements. Worldwide
products are primarily distributed through health food stores and fitness
centers, as well as food, drug and mass retailers.
In making the announcement, Damon DeSantis, Rexall Sundown's President and Chief
Executive Officer, stated, "The proposed acquisition of Worldwide will expand
our reach within the sports and active nutrition category and reflects our
strategy of becoming a leader across multiple segments within the nutritional
supplement industry. Our goal is to acquire strong brands and to offer
additional delivery forms which sell through multiple channels of distribution."
Rexall Sundown, which acquired MET-Rx(R) in January 2000, has been executing its
strategy to diversify into new categories and delivery forms, particularly in
the sports nutrition and bar categories. The acquisition of Worldwide, along
with Met-Rx, will help strengthen Rexall Sundown's position in this high growth
category with two of the premier brands in the country. DeSantis continued,
"Upon consummation of this acquisition, we will become a leader in bars and
active nutrition, which will give us the opportunity to capitalize on the recent
consumer trends towards convenience, staying healthier and pursuing more active
lifestyles. In addition, when combined with the MET-Rx acquisition, we will have
critical mass in the sports and active nutrition category which should enable us
to leverage our current infrastructure and help accelerate both our top and
bottom line growth rates over the long-term."
David McCabe, President and Chief Executive Officer of Worldwide, said, "Our new
partnership with Rexall Sundown and MET-Rx will give Worldwide the opportunity
to expand the distribution of its products and the ability to capitalize on the
product development strength and entrepreneurial spirit of these two industry
leaders."
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DeSantis concluded, "Our financial position and cash flow remain strong and we
are continuing to appropriately leverage our balance sheet by financing this
transaction with debt. We continue to have the financial resources and
flexibility to pursue additional acquisitions to help achieve our strategic
goals."
Rexall Sundown, Inc., develops, manufactures and distributes vitamins,
nutritional supplements and other consumer health products in the United States
and internationally. Visit the Company's websites at www.rexallsundown.com or
www.rexall.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, litigation, reliance on
independent distributors of Rexall Showcase, competition and other factors
described in the Company's filings with the Securities and Exchange Commission.
