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

September 18, 2008

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))

1

Item 2.02.      Results of Operations and Financial Condition.

On September 18, 2008, the registrant announced its financial results for its fiscal 2009 first quarter, which ended on August 31, 2008. A copy of the press release announcing the earnings is attached hereto as Exhibit 99.1.

Item 9.01.      Financial Statements and Exhibits.

(d)        Exhibits

99.1   Press Release dated September 18, 2008

The information in this report (including exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or the Securities and Exchange Commission’s rules and regulations, nor shall it 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).

2

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: September 18, 2008

3

INDEX TO EXHIBITS

Item Number	Exhibit
99.1	Press Release dated September 18, 2008

4

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, INC. ANNOUNCES

FISCAL 2009 FIRST QUARTER RESULTS

Salt Lake City, Utah, September 18, 2008: Schiff Nutrition International, Inc., (NYSE: WNI), today announced results for the fiscal 2009 first quarter.

Schiff Nutrition’s net sales were $47.8 million for the three months ended August 31, 2008, compared to $40.7 million for the same period in fiscal 2008. For the fiscal 2009 first quarter, Schiff Nutrition reported net income of $3.2 million, or $0.11 per diluted share. This compares to fiscal 2008 first quarter net income of $1.6 million, or $0.06 per diluted share, which included an unusual pre-tax compensation charge of $3.0 million associated with the declaration of a special dividend.

Bruce Wood, President and Chief Executive Officer, stated, “Our first quarter net sales increased more than 17%, as compared to the year ago period.  The significant increase was driven by incremental private label sales volume as new business acquired in the fiscal 2008 fourth quarter continued to positively impact the current quarter.  At the same time, our overall branded business remained stable, on a quarter-over-quarter basis.  Furthermore, our operating income was consistent with the prior period, including incremental advertising investment in the current quarter and after adjusting for the unusual charge in the year ago quarter.”

Wood continued, “Looking ahead, we expect to expand distribution of our new Schiff® MegaRed™ product to certain other customers in the second quarter.  Supported by our strong financial position, we will continue to pursue branded, private label, and strategic growth initiatives that we believe enhance long term shareholder value.”

Conference Call Information

Schiff Nutrition International will hold a conference call today, September 18 at 11 a.m. ET. The U.S. domestic access number is 800-591-6923. International participants should dial 617-614-4907. The participant pass code is 83433744. Please call in approximately ten minutes in advance. The conference call will be broadcast live over the Internet at http://www.schiffnutrition.com/press.asp, and the webcast will be available through October 8, 2008. A replay of the call will be available by dialing 888-286-8010 for domestic callers and 617-801-6888 for international callers; enter access code 27862499. The telephone replay will be available through September 22, 2008.

1

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.

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 level of customer and consumer acceptance of MegaRed, the inability to gain or maintain market distribution for MegaRed, 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 inability 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, dependence on individual products, dependence on individual customers, the impact of competitive products and pricing (including private label), market and industry conditions (including pricing, demand for products and level of trade inventories), the impact of clinical studies regarding nutritional supplements, particularly relating to the joint care category, the success of product development, the inability to obtain customer acceptance of new product introductions, changes in laws and regulations, litigation and government or administrative regulatory action in the United States and internationally, including challenges to marketing, advertising or product claims, the inability to comply with or maintain new good manufacturing practices for the dietary supplement industry, the inability or increased cost to obtain product liability and general insurance, the uncertainty of market acceptance of new products, adverse publicity regarding nutritional supplements and/or their ingredients, the inability to find strategic transaction opportunities or the inability to successfully consummate or integrate a strategic transaction, changes in accounting standards, and other factors indicated from time to time in the company’s SEC reports, 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.

– Tables to Follow –

2

SCHIFF NUTRITION INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(unaudited)

	Three Months Ended August 31,
	2008		2007
Net sales	$	47,790	$	40,727
Cost of goods sold		29,912		24,306
Gross profit		17,878		16,421
Operating expenses:
Selling and marketing		8,133		6,756
Other operating expenses, net		4,725		7,813
Total operating expenses(1)		12,858		14,569
Income from operations		5,020		1,852
Other income, net		279		798
Income before income taxes		5,299		2,650
Income tax expense		2,050		1,002
Net income	$	3,249	$	1,648
Weighted average common shares outstanding – diluted		28,627		27,427
Net income per share – diluted	$	0.11	$	0.06

(1)   In association with declaration of a special dividend, the three months ended August 31, 2007 includes a $3.0 million compensation charge associated with dividend equivalents paid or payable on stock options and certain restricted stock units.

— More —

3

SCHIFF NUTRITION INTERNATIONAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(IN THOUSANDS)

	August 31,		May 31,
	2008		2008
	(unaudited)
Cash and cash equivalents	$	44,400	$	45,979
Available-for-sale securities		1,000		3,298
Receivables, net		24,478		22,536
Inventories		32,013		29,233
Other current assets		3,841		3,709
Total current assets		105,732		104,755
Property and equipment, net		13,025		13,567
Other assets, net		6,122		6,164
Total assets	$	124,879	$	124,486
Current liabilities	$	21,372	$	23,274
Long-term liabilities		1,728		1,725
Stockholders’ equity		101,779		99,487
Total liabilities & stockholders’ equity	$	124,879	$	124,486

— # # # —

4