VITAMIN SHOPPE, INC. (NYSE:VSI) Files An 8-K Entry into a Material Definitive Agreement

VITAMIN SHOPPE, INC. (NYSE:VSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On April23, 2018, the Company issued a press release announcing the Company’s entry into the Cooperation Agreements. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This report contains “forward-looking” statements within the meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934, including with respect to the composition of the Company’s board of directors, the commencement of the tender offer described in this communication (the “Offer”) the terms of any such Offer or the repurchase of the Convertible Notes. These forward-looking statements can be identified by the use of words such as “outlook”, “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “seeks”, “predicts”, “intends”, “plans”, “estimates”, “anticipates”, “target”, “could” or the negative version of these words or other comparable words. These statements are subject to various risks and uncertainties, many of which are outside the Company’s control. The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes with certainty and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made and the Company undertakes no obligation to update these statements in light of subsequent events or developments. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.

Additional Information

This communication is not a recommendation to buy or sell Company common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Company common stock or any other securities. The Offer has not commenced. If the Offer is commenced, the Company will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offer. If the Offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC’s website at www.sec.gov or from the Company’s website at www.vitaminshoppe.com.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Document

10.1 Cooperation Agreement dated as of April20, 2018 by and among Vitamin Shoppe, Inc., Shah Capital Management, Inc., Shah Capital Opportunity Fund LP and Himanshu H. Shah.
10.2 Cooperation Agreement dated as of April20, 2018 by and among Vitamin Shoppe, Inc., Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn.
99.1 Press release dated April23, 2018.


Vitamin Shoppe, Inc. Exhibit
EX-10.1 2 d559608dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement,…
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About VITAMIN SHOPPE, INC. (NYSE:VSI)

Vitamin Shoppe, Inc. (VSI) is a multi-channel specialty retailer and contract manufacturer of vitamins, minerals, herbs, specialty supplements, sports nutrition, and other health and wellness products. The Company operates through three segments: retail, which includes Vitamin Shoppe, Super Supplements and Vitapath retail store formats; direct, which sells its products directly to consumers through the Internet, primarily at www.vitaminshoppe.com, and manufacturing, which provides custom manufacturing and private labeling of vitamin, mineral and supplement (VMS) products. The Company markets approximately 800 brands, as well as its own brands. The Company operates approximately 760 stores in over 40 states, the District of Columbia, Puerto Rico and Ontario, Canada, primarily located in retail centers and stand-alone locations. The Company also offers homeopathic remedies and weight management products.

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