- Current report filing (8-K)
March 20 2009 - 3:46PM
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 20, 2009
NBTY,
INC.
(Exact Name of
Registrant as Specified in Charter)
001-31788
(Commission
File Number)
DELAWARE
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11-2228617
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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2100 Smithtown Avenue
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Ronkonkoma, New York
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11779
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(Address of Principal Executive Offices)
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(Zip Code)
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(631) 567-9500
(Registrants
telephone number, including area code)
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 7.01. REGULATION
FD DISCLOSURE
On March 20, 2009,
NBTY, Inc. (NBTY) issued a press
release announcing that the acquisition of Julian Graves Limited (Julian
Graves) by NBTYs subsidiary, NBTY Europe Limited (NBTY Europe), has been
referred in the United Kingdom by the Office of Fair Trading ( OFT) to the
Competition Commission. A copy of NBTYs
press release is attached as Exhibit 99.1. A copy of OFTs decision to refer the Julian Graves
acquisition to the Competition Commission is attached as Exhibit 99.2.
NBTY Europe purchased all
of the issued share capital of Julian Graves, a chain of 350 food and
confectionary stores in the U.K., on September 16, 2008 for approximately
$25 million USD. As previously
announced, the Julian Graves acquisition was the subject of an inquiry from the
OFT for potential anti-trust implications.
In conjunction with this inquiry, Julian Graves operations have not been
integrated with the operations of NBTY Europe.
In the event of an
adverse finding by the Competition Commission, NBTY Europe may be required to
offer undertakings to resolve the competition concerns that are
identified. These undertakings could
include the divestment of all or some of the acquired Julian Graves stores.
ITEM 9.01.
FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits.
99.1 Press release issued by NBTY, Inc.,
dated March 20, 2009.
99.2 Press release issued by Office of Fair
Trading, dated March 20, 2009.
This Form 8-K and
the attached Exhibit are furnished to comply with Item 7.01 and Item 9.01
of Form 8-K. Neither this Form 8-K
nor the attached Exhibit are to be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall this Form 8-K nor the
attached Exhibit be deemed incorporated by reference in any filing under
the Securities Act of 1933 (except as shall be expressly set forth by specific
reference in such filing).
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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: March 20, 2009
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NBTY, INC.
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By:
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/s/ Harvey Kamil
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Harvey Kamil
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President and
Chief Financial Officer
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