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

December 16, 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))

Item 2.02.                      Results of Operations and Financial Condition.

On December 16, 2008, the registrant announced its financial results for its fiscal 2009 second quarter, which ended on November 30, 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 December 16, 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).

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: December 16, 2008

INDEX TO EXHIBITS

Item Number	Exhibit
99.1	Press Release dated December 16, 2008

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 SECOND QUARTER RESULTS

Salt Lake City, Utah, December 16, 2008: Schiff Nutrition International, Inc., (NYSE: WNI), today announced results for the fiscal 2009 second quarter and six months ended November 30, 2008.

For the second quarter, Schiff Nutrition’s net sales were $47.3 million, compared to $39.5 million for the same period in fiscal 2008.  For its fiscal 2009 second quarter, Schiff Nutrition reported net income of $2.9 million, or $0.10 per diluted share.  This compares to fiscal 2008 second quarter net income of $2.8 million, or $0.10 per diluted share, which included an unusual pre-tax compensation charge of $657,000 associated with the declaration of a special dividend.

For the six months ended November 30, 2008, Schiff Nutrition’s net sales were $95.1 million, compared to $80.3 million for the same period in fiscal 2008.  For the first six months of fiscal 2009, Schiff Nutrition reported net income of $6.2 million, or $0.22 per diluted share.  This compares to $4.5 million, or $0.16 per diluted share, for the same period a year ago, which included an unusual pre-tax compensation charge of $3.7 million for the special dividend.

Bruce Wood, President and Chief Executive Officer, stated “We experienced a 19.6% increase in net sales in the second quarter, versus the year ago period.  This increase was driven by a substantial increase in our private label business, primarily resulting from the incremental new business acquired during the fiscal 2008 fourth quarter.  Our branded business also registered an increase during the quarter.  At the same time, gross profit and operating income increased modestly in absolute dollars versus the year ago quarter.  As expected however, the respective percentage margins decreased due to higher private label sales mix, marketing expenses and raw material costs.”

Wood added, “We continued to expand the distribution of our Schiff MegaRedâKrill Oil new product during the quarter and remained encouraged with MegaRed’s positive performance in our initial test customer.  Even in the tough general economic conditions, we remain profitable and financially strong.  We believe we have the resources to capitalize upon new growth opportunities that could enhance long term shareholder value, and we are optimistic about our prospects.”

Conference Call Information

Schiff Nutrition International will hold a conference call today, December 16 at 11 a.m. ET.  The U.S. domestic access number is 866-788-0538. International participants should dial 857-350-1676. The participant pass code is 78795561. 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 January 5, 2009. 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 47130664. The telephone replay will be available through December 19, 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, MegaRed and other 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 November 30,				Six Months Ended November 30,
	2008		2007		2008		2007
Net sales	$	47,293	$	39,535	$	95,083	$	80,262
Cost of goods sold		29,690		22,974		59,602		47,280
Gross profit		17,603		16,561		35,481		32,982
Operating expenses:
Selling and marketing		8,412		6,737		16,545		13,493
Other operating expenses		4,729		5,697		9,455		13,510
Total operating expenses(1)		13,141		12,434		26,000		27,003
Income from operations		4,462		4,127		9,481		5,979
Other income, net		260		401		539		1,199
Income before income taxes		4,722		4,528		10,020		7,178
Income tax expense		1,810		1,725		3,859		2,727
Net income	$	2,912	$	2,803	$	6,161	$	4,451
Weighted average common shares outstanding - diluted		28,629		27,728		28,649		27,480
Net income per share - diluted	$	0.10	$	0.10	$	0.22	$	0.16

(1) In association with declaration of a special dividend, the three and six months ended November 30, 2007, respectively, includes $657 and $3,660 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)

	November 30,		May 31,
	2008		2008
	(unaudited)
Cash and cash equivalents	$	44,580	$	45,979
Available-for-sale securities		673		3,298
Receivables, net		23,076		22,536
Inventories		41,757		29,233
Other current assets		4,690		3,709
Total current assets		114,776		104,755
Property and equipment, net		13,276		13,567
Other assets, net		6,066		6,164
Total assets	$	134,118	$	124,486
Current liabilities	$	27,156	$	23,274
Long-term liabilities		1,739		1,725
Stockholders’ equity		105,223		99,487
Total liabilities & stockholders’ equity	$	134,118	$	124,486

— # # # —

4