-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QwmPrjBVPhpptE3kuNX/k99Y1RDM1OAoxymiIHdj2huLDkQS8hOw5FDiUf2Odlb+ CLV/vr4Afyngr/JDhYr2zg== 0001022368-06-000036.txt : 20060804 0001022368-06-000036.hdr.sgml : 20060804 20060804163414 ACCESSION NUMBER: 0001022368-06-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHIFF NUTRITION INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001022368 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 870563574 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 061006227 BUSINESS ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 BUSINESS PHONE: 8019755000 MAIL ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 FORMER COMPANY: FORMER CONFORMED NAME: WEIDER NUTRITION INTERNATIONAL INC DATE OF NAME CHANGE: 19960906 8-K 1 form8_k04aug2006.htm 8-K 04AUG2006 8-K 04Aug2006

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
   

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

July 31, 2006
Date of Report (Date of earliest event reported)
   

Schiff Nutrition International, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-14608
 
87-0563574
(State or other Jurisdiction
of Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification Number)
         
2002 South 5070 West
Salt Lake City, Utah
     
84104-4726
(Address of principal
executive offices)
     
(Zip Code)

(801) 975-5000
(Registrant’s telephone number, including area code)

N/A
(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:

r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r
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 July 31, 2006, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Schiff Nutrition International, Inc. (the “Company”) approved fiscal 2007 base salaries for the Company’s named executive officers as follows:

 
Salary
 
Bruce J. Wood, President and Chief Executive Officer
 
$
488,000
 
Joseph W. Baty, Executive Vice President and Chief Financial Officer
 
$
264,000
 
Thomas H. Elitharp, Executive Vice President—Operations and Support Services
 
$
230,000
 
Daniel A. Thomson, Executive Vice President—Business Development, General Counsel and Corporate Secretary
 
$
213,000
 

The new base salaries are effective August 1, 2006.

On July 31, 2006, the Compensation Committee also approved the continued use of the Company’s annual management incentive bonus program for fiscal 2007. Participants include Company management, including the named executive officers. The specific cash bonus a participant receives is dependent on the Company’s financial performance and individual performance against pre-established performance objectives. Aggregate annual management incentive bonus program amounts for fiscal 2007 will be based on the Company’s performance against a pre-established range for “income from continuing operations before income taxes.” Individual bonus amounts will be adjusted for personal performance against certain pre-established individual performance objectives. Bonus payments may range from zero to 150% of target bonus, depending upon Company and personal performance. Target bonuses, as a percentage of base salary, for the named executive officers have been reduced for fiscal 2007 from fiscal 2006 as follows: for Mr. Wood, from 90% to 80% of base salary; for Messrs. Baty and Elitharp, from 65% to 60% of base salary; and for Mr. Thomson, from 50% to 45% of base salary.


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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.

                    SCHIFF NUTRITION INTERNATIONAL, INC.

By:
/s/ Joseph W. Baty
 
Name: Joseph W. Baty
 
Title:  Executive Vice President and Chief Financial Officer
Date: August 4, 2006
 
   

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