form8k_newdir.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

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)

(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 April 1, 2009, Glenn W. Schaeffer resigned from the Board of Directors of Schiff Nutrition International, Inc. (the “Board”). Mr. Schaeffer was appointed to the Board on November 26, 2007 (effective as of December 1, 2007) and served as a member of both the Compensation and Audit Committees of the Board.

On April 1, 2009 upon Mr. Schaeffer’s resignation, the Board expanded the size of the Board from eight to nine members and appointed Michael Hyatt and Eugene B. Jones as directors of the Company to hold office until the Company’s annual meeting of shareholders in 2009 or until their successors are qualified and elected. Mr. Hyatt was appointed as a member of the Compensation Committee and Mr. Jones was appointed as a member of the Audit Committee. The expansion of the size of the Board and the appointments to the Board and the Committees will be effective as of April 21, 2009. A copy of the April 1, 2009 press release regarding the appointment to the Board of Messrs. Hyatt and Jones is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Mr. Hyatt has been a Senior Advisor at Irving Place Capital since October 2008. Prior to that, he was a Senior Managing Director of Investment Banking at Bear Stearns, having joined in 1980. Mr. Hyatt serves on the Board of Directors of Endo Pharmaceutical Corp.

Mr. Jones was a partner of KPMG LLP until his retirement in April 2002. He was elected to partnership with the firm in 1984. From April 2004 through January 2007, Mr. Jones was Chief Financial Officer of Amedica Corporation, an early stage company seeking to develop ceramic orthopedic implants for spinal and reconstructive joint applications.

Messrs. Hyatt and Jones will each receive the standard non-employee director compensation, including an $18,000 annual retainer and $2,000 per Board meeting attended. Mr. Hyatt will be paid $1,000 per Compensation Committee meeting attended. Mr. Jones will be paid $1,500 per Audit Committee meeting attended. In addition, pursuant to the terms of the Company’s 2004 Incentive Award Plan, as amended (the “2004 Plan”), Messrs. Hyatt and Jones will each receive an initial grant of restricted stock on April 21, 2009 with a fair market value of $40,000. The restricted stock will vest 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, Messrs. Hyatt and Jones will each receive a three year service grant of restricted stock on April 21, 2009 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 Indemnification Agreements with each of Mr. Hyatt and Mr. Jones effective as of April 21, 2009. The Indemnification Agreements provide for indemnification of, and advancement of litigation and other expenses to, Mr. Hyatt and Mr. Jones to the fullest extent permitted by law for claims relating to their 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 herein as Exhibit 10.1.

Item. 9.01. Financial Statements and 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 April 1, 2009.

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.

April 1, 2009	By:	/s/ Joseph W. Baty
		Name: Joseph W. Baty
		Title: Executive Vice President & Chief Financial Officer

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 TWO NEW MEMBERS TO ITS BOARD OF DIRECTORS

Salt Lake City, Utah, April 1, 2009: Schiff Nutrition International, Inc., (NYSE: WNI), today announced the appointment of Michael Hyatt and Eugene Jones to its board of directors effective April 21, 2009.

Eric Weider, chairman, stated, “We are pleased to welcome Michael and Gene to our board. Michael’s investment banking and corporate advisory experience will provide valuable perspective as we implement our organic growth strategies and evaluate potential transactions. Gene possesses an exceptional range of financial skills and business experience, including serving as an SEC reviewing and audit assurance partner while at KPMG.”

Mr. Hyatt is a senior advisor at Irving Place Capital, formerly Bear Stearns Merchant Banking, which he joined in 2008. Previously he served as senior managing director of investment banking at Bear Stearns, having joined in 1980. Mr. Hyatt serves as a director at Endo Pharmaceutical Corp. Mr. Hyatt is a graduate of Syracuse University and holds a JD from Emory University School of Law.

Mr. Jones was a partner at KPMG LLP until his retirement in 2002. Subsequent to his retirement from KPMG, Mr. Jones served as chief financial officer of Amedica Corporation, an early stage medical device company, from 2004 until 2007. Mr. Jones holds a BA in accounting from the University of Utah.

The company also announced that Glenn Schaeffer resigned from the board effective April 1, 2009 to pursue other business opportunities. Accordingly, Schiff’s board will have nine members.

Mr. Weider added, “I would like to thank Glenn Schaeffer for his many valuable contributions during his tenure on the board of directors. We wish him well in his future endeavors.”

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.

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