8-K

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

November 26, 2007

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)

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:

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

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

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

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 26, 2007, the Board of Directors of Schiff Nutrition International, Inc. expanded the size of the Board from seven to eight members and appointed Glenn W. Schaeffer as a director of the Company to hold office until the Company’s annual meeting of shareholders in 2008 or until his successor is qualified and elected. Mr. Schaeffer was also appointed as a member of both the Compensation Committee and Audit Committee of the Board. Mr. Schaeffer’s appointment will be effective as of December 1, 2007.

Mr. Schaeffer is co-founder, president and chief executive officer at Fontainebleau Resorts, headquartered in Las Vegas, Nevada.  Mr. Schaeffer also served as president and chief financial officer of Mandalay Resort Group, a leading company in the gaming industry, until its sale to MGM-Mirage in April 2005. A copy of the November 30, 2007 press release regarding Mr. Shaeffer’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Mr. Schaeffer will receive an $18,000 annual retainer paid to each of the Company’s non-management directors, and $2,000 per Board meeting attended, $1,500 per Audit Committee meeting attended, and $1,000 per Compensation Committee meeting attended. In addition, pursuant to the terms of the Company’s 2004 Incentive Award Plan, as amended (the “2004 Plan”), Mr. Schaeffer will receive an initial grant of restricted stock on December 1, 2007 with a fair market value of $40,000. The restricted stock vests in substantially equal annual installments over a period of approximately three years from the grant date, subject to continued service on the Board. Also pursuant to the terms of the 2004 Plan, Mr. Schaeffer will receive a three year service grant of restricted stock on December 1, 2007 with a fair market value of $60,000. The three year service restricted stock will cliff vest in one installment on the third anniversary of the grant date, subject to continued service on the Board.

The Company will also enter into an Indemnification Agreement with Mr. Schaeffer to be effective as of December 1, 2007. The Indemnification Agreement provides for indemnification of, and advancement of litigation and other expenses to, Mr. Schaeffer to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries, subject to the terms and conditions contained in the form of Indemnification Agreement incorporated by reference hereto as Exhibit 10.1. The Indemnification Agreement is similar to the indemnification agreements entered into with certain directors and executive officers of the Company.

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement incorporated by reference hereto as
Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1.   Form of Indemnification Agreement (previously filed in the Company's Current Report on Form 8-K filed on August 10, 2005 and incorporated herein by reference).

99.1.   Press Release dated November 30, 2007.

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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: November 30, 2007

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INDEX TO EXHIBITS

Item Number	Exhibit
10.1	Form of Indemnification Agreement (previously filed in the Company's Current Report on Form 8-K filed on August 10, 2005 and incorporated herein by reference)
99.1	Press Release dated November 30, 2007

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EX-99.1

Exhibit 99.1

 

Company Contact:	Agency Contact:
Joseph W. Baty, Chief Financial Officer	Keith Lippert / Kirsten Chapman
(801) 975-5186	Lippert / Heilshorn & Associates
email: joeb@schiffnutrition.com	(212) 838-3777 / (415) 433-3777
www.schiffnutrition.com	email: KChapman@lhai.com

SCHIFF NUTRITION INTERNATIONAL APPOINTS GLENN SCHAEFFER TO BOARD

Salt Lake City, Utah, November 30, 2007: Schiff Nutrition International, Inc., (NYSE: WNI), today announced the appointment of Glenn Schaeffer, 54, to its board of directors effective December 1, 2007.  With the addition of Schaeffer, Schiff’s board has eight members.

Eric Weider, Chairman, stated, “Glenn has a long-standing interest in our business, having previously served on the board of the Company from 1997 to 2000, and we are delighted to welcome him back to the Schiff Nutrition International board.”

“Glenn’s extensive financial and operational experience in building world famous hotel and gaming brands, and in leading large business enterprises will be a tremendous asset for Schiff as we continue to focus on our long term goal of profitable branded growth,” said Bruce Wood, President and Chief Executive Officer.

“Schiff Nutrition has a long history as a leading developer and marketer of high quality, innovative products for the nutritional supplements industry,” Glenn Schaeffer stated. “Management has developed a strong team to support its brand building initiatives, and I look forward to contributing to the company’s efforts to execute its overall growth strategies.”

Schaeffer is co-founder, president and chief executive officer at Fontainebleau Resorts, headquartered in Las Vegas.  Fontainebleau Resorts owns the historic Fontainebleau Miami Beach and is building the Fontainebleau Las Vegas, a luxury casino hotel expected to open in late 2009.  Schaeffer also served as president and chief financial officer of Mandalay Resort Group, a leading company in the gaming industry, until its sale to MGM-Mirage in April 2005.  During his 22-year tenure at Mandalay, formerly Circus Circus Enterprises, Inc., Schaeffer set an industry record for financing new projects.  Schaeffer holds a BA and MA from the University of California at Irvine, an MFA from the Iowa Writers’ Workshop at the University of Iowa and an honorary Litterarum Doctor (Litt.D.) awarded by Victoria University in Wellington, New Zealand.  Schaeffer also founded the Black Mountain Institute, a humanities and social issues think tank, at the University of Nevada at Las Vegas.

About Schiff Nutrition

Schiff Nutrition International, Inc. develops, manufactures, markets and distributes branded and private label vitamins, nutritional supplements and nutrition bars in the United States and throughout the world.  To learn more about Schiff, please visit the web site www.schiffnutrition.com.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based on management’s beliefs and assumptions, current expectations, estimates, and projections.  These statements are subject to known and unknown risks and uncertainties, certain of which are beyond the company’s ability to control or predict, and, therefore, actual results may differ materially.  Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date hereof.  Schiff Nutrition disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.  You are cautioned not to place undue reliance on these forward-looking statements.

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Important factors that may cause these forward-looking statements to be false include, but are not limited to: the level of customer and consumer acceptance of Move Free Advanced; the inability to successfully implement marketing and spending programs behind our Move Free brand and other new branded products; the impact of raw material pricing, availability and quality (particularly relating to joint care products and ingredients from suppliers outside the United States, including China); the mix between branded and private label products; the ability to grow and/or maintain branded and private label sales; the inability to enforce or protect our intellectual property rights against infringement; the inability to achieve cost savings and operational efficiencies; the inability to increase operating margins and increase revenues; the inability to successfully grow our export business; dependence on individual products, product lines and the joint care category; dependence on individual customers; the impact of competitive products and pricing (including private label), particularly in the joint care category; market and industry conditions (including demand for products and level of trade inventories); the success of product development; the inability to obtain customer acceptance of new product introductions; changes in laws and regulations, litigation and government regulatory action in the United States and internationally; the possibility of product recalls; the inability or increased cost to obtain adequate product liability and general insurance; insurance coverage limitations and exclusions; adverse publicity, scientific research, litigation, regulatory proceedings and other media attention regarding the consumption of nutritional supplements, particularly regarding the joint care category; the inability to find strategic acquisitions or the inability to successfully consummate or integrate an acquisition; changes in accounting standards; and other factors indicated from time to time in the company’s SEC reports (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained  therein), copies of which are available upon request from the company’s investor relations department or may be obtained at the SEC's web site (www.sec.gov).  These risks and uncertainties should be carefully considered before making an investment decision with respect to shares of our common stock.

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