Nbty Inc - Current report filing (8-K)
April 03 2008 - 10:08AM
Edgar (US Regulatory)
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):
March 31, 2008
NBTY,
INC.
(Exact Name of
Registrant as Specified in Charter)
DELAWARE
|
|
001-31788
|
|
11-2228671
|
(State or Other
Jurisdiction of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification
No.)
|
|
|
|
|
|
2100
Smithtown Avenue
|
|
|
Ronkonkoma, New York
|
|
11779
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(631) 567-9500
(Registrants telephone number, including area
code)
90 Orville Drive, Bohemia, New
York 11716
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (
see
General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 1.01. ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On March 31, 2008, NBTY,
Inc. (the Company) entered into new employment agreements with our Chairman
and Chief Executive Officer, Scott Rudolph, and our President and Chief
Financial Officer, Harvey Kamil (the new agreements). The new agreements,
effective as of March 1, 2008, replace their previous agreements with the
Company that were entered into on October 1, 2002 and which expired on September
30, 2007. The terms of the new agreements are described below, however the
descriptions are not complete and are qualified in their entirety by reference
to the new agreements, copies of which are attached as Exhibits 10.1 and 10.2
to this Current Report on Form 8-K and are incorporated by reference herein.
The new agreements
provide for three-year terms with automatic annual renewal unless either party
gives notice of non-renewal. The new
agreements also provide for (i) a base salary of $925,000 per year and of
$600,000 per year for Rudolph and Kamil, respectively (in each case, subject to
increase upon annual review, but in no event shall the increase over the prior
years base salary be less than the percentage increase in the Consumer Price
Index), (ii) the opportunity to receive an annual bonus, payable in cash,
with a target amount of 100% of the executives base salary and a maximum of
200% of the executives base salary, (iii) an opportunity to receive
stock-based awards as determined by the Compensation Committee, (iv) the
right to participate in all welfare benefit plans and programs maintained by
the Company and to receive such other employment benefits as the Company may
provide, including a Company-leased car at a maximum rental cost to the Company
of $2,500 per month and $2,000 per month for Rudolph and Kamil, respectively.
If the executive is
terminated without cause or resigns for good reason, the new agreements provide
for severance equal to the sum of (i) base salary through the date of
termination, (ii) three times executives base salary in effect
immediately prior to such termination and (iii) three times the average
actual annual bonus earned by executive in the three fiscal years preceding the
year of termination. In addition, the Company will continue to provide health
and life insurance for three years following termination and all outstanding
equity incentive awards shall immediately vest and any then outstanding stock
options or similar awards shall remain exercisable for a period of one year
from the date of termination (or, if earlier, the end of the option term).
The new agreements also
provide for gross-up payments should it be determined that any payment or
distribution by the Company to or for the benefit of the executive would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code.
The new agreements
contain non-competition and non-solicitation provisions that apply during the
term of the agreement and for a one-year period beyond the expiration of the
agreement in the case of non-competition and non-solicitation of customers and
for a two-year period in the case of non-solicitation of employees.
2
ITEM 9.01.
FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits.
|
Exhibit No.
|
|
Description:
|
|
|
|
|
|
10.1
|
|
Employment
Agreement between NBTY, Inc. and Scott Rudolph, dated as of
March 1, 2008.
|
|
|
|
|
|
10.2
|
|
Employment
Agreement between NBTY, Inc. and Harvey Kamil, dated as of March 1,
2008.
|
3
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.
Dated: April 2, 2008
|
NBTY, INC.
|
|
|
|
|
|
By:
|
/s/
|
Harvey Kamil
|
|
|
Harvey Kamil
|
|
|
President and
Chief Financial Officer
|
4
N B T Y (NYSE:NTY)
Historical Stock Chart
From Jun 2024 to Jul 2024
N B T Y (NYSE:NTY)
Historical Stock Chart
From Jul 2023 to Jul 2024