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

July 30, 2009

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))

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Item 2.02. Results of Operations and Financial Condition.

On July 30, 2009, the registrant announced its financial results for its fiscal 2009 fourth quarter and year ended May 31, 2009. A copy of the press release announcing the earnings is attached hereto as Exhibit 99.1.

Item 8.01. Other Events

On July 30, 2009, the Company announced that its Board of Directors (the “Board”) approved a special cash dividend of $0.50 per share (the “Special Dividend”) payable to holders of the Company’s Class A Common Stock and Class B Common Stock on August 28, 2009 (the “Dividend Payment Date”) to shareholders of record as of the close of business on August 14, 2009 (the “Dividend Record Date”).  The Company’s Class A Common Stock will start trading on an ex-dividend basis beginning August 12, 2009 (the “Ex-Dividend Date”), in accordance with New York Stock Exchange rules. Shareholders who sell their shares on or before the Ex-Dividend Date will also be selling their right to receive the Special Dividend.  The aggregate amount of payments to be made in connection with the Special Dividend and the special dividend equivalent rights described below (assuming 100% vesting of equity awards) will be approximately $15 million.

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

Also on July 30, 2009, the Company announced that the Compensation Committee of the Board (the “Compensation Committee”) and the Board adjusted the terms of the stock options to purchase shares of the Company’s Class A Common Stock held by the Company’s employees and non-employee directors to provide for a cash payment in an amount equal to the Special Dividend for each share of Class A Common Stock underlying each outstanding stock option held on the Dividend Record Date (the “Special Dividend Equivalent Rights”).

With respect to stock options vested on the Dividend Record Date, the Special Dividend Equivalent Rights will be paid on the Dividend Payment Date.  With respect to stock options that are not vested as of the Dividend Record Date that subsequently vest, the Special Dividend Equivalent Rights will be paid on the first day of the next fiscal quarter following the date of vesting of the stock options.

Additionally, the Compensation Committee and the Board provided and clarified that the dividend equivalents previously granted in connection with certain outstanding performance-based restricted stock units held by the Company’s employees and the restricted stock units held by the Company’s non-employee directors shall include and be payable with respect to the Special Dividend. Payment of the dividend equivalents with respect to the Special Dividend will occur on the terms provided for in the existing award agreements evidencing the outstanding restricted stock units and related dividend equivalents, but only to the extent that the shares underlying the restricted stock units vest. The effect of the Special Dividend Equivalent Rights and the dividend equivalents is to provide each holder of outstanding stock options or restricted stock units with the same economic value immediately after the time the Company’s common stock begins trading ex-dividend as such holder had immediately prior to such time.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

      99.1  Press Release dated July 30, 2009

The information in Item 2.02 of this report (including exhibits relating thereto) 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).

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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: July 30, 2009

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INDEX TO EXHIBITS

Item Number	Exhibit
99.1	Press Release dated July 30, 2009

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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, INC. ANNOUNCES FISCAL 2009

FOURTH QUARTER AND YEAR-END RESULTS AND DECLARES SPECIAL

CASH DIVIDEND OF $0.50 PER SHARE

Salt Lake City, Utah, July 30, 2009: Schiff Nutrition International, Inc., (NYSE: WNI), today announced results for the fiscal 2009 fourth quarter and year ended May 31, 2009.  The company also announced plans to return $0.50 per share to shareholders through a special cash dividend payable on August 28, 2009 to shareholders of record at the close of business on August 14, 2009.

Financial Results

Schiff Nutrition’s net sales were $45.7 million for the three months ended May 31, 2009, compared to $50.4 million for the same period in fiscal 2008.  For the fiscal 2009 fourth quarter, Schiff Nutrition reported net income of $553,000, or $0.02 per diluted share, compared to net income of $2.8 million, or $0.10 per diluted share, for the same period a year ago.  Fiscal 2008 fourth quarter results included after-tax charges of $0.8 million attributable to a potential acquisition and $0.4 million attributable to the fiscal 2008 first quarter  special dividend.

Schiff Nutrition’s net sales were $190.7 million for the year ended May 31, 2009, compared to $176.9 million for fiscal 2008.  For fiscal 2009, Schiff Nutrition reported net income of $10.3 million, or $0.36 per diluted share, compared to net income of $11.3 million, or $0.40 per diluted share, for fiscal 2008.  Fiscal 2008 results included the after-tax charge of $0.8 million attributable to a potential acquisition and an aggregate $3.0 million after-tax charge  attributable to the fiscal 2008 special dividend.

Bruce Wood, President and Chief Executive Officer, stated “Our fourth quarter results reflect decreased demand as many retailers reduced their inventory positions in the face of difficult economic conditions, coupled with the ongoing very intense competitive environment.  Additionally, we experienced a volume shift from branded products to lower margin private label products in the quarter, versus year ago.  Despite these pressures, based on long-term market opportunity and in keeping with our investment philosophy, we continued consumer marketing support of our brands at a level comparable to the year ago period.”

Wood added, “We remain solidly profitable and financially strong and expect to continue to support our brands, most notably our flagship Schiff® Move Free® joint care brand, and our Schiff MegaRed® krill oil product. We believe we are well positioned to compete aggressively as the economy recovers.”

Wood concluded, “We are pleased to make a $0.50 per share special cash dividend  to our shareholders.  The company has continued to generate positive cash flows from operations and as of May 31, 2009 has available approximately $56.9 million in cash and short-term investments. The dividend payment also reflects our confidence the company will continue to generate positive cash flows from operations during fiscal 2010 while highlighting our commitment to our shareholders. We believe our cash position after the dividend payment provides us with the financial flexibility to continue investing in our business, funding growth initiatives, and exploring acquisition opportunities.”

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Special Dividend

Schiff Nutrition’s Board of Directors approved a $0.50 per share special cash dividend, payable on August 28, 2009 to shareholders of record at the close of business on August 14, 2009.  Schiff’s Class A common stock will begin trading on an ex-dividend basis on August 12, 2009, in accordance with NYSE rules.  Shareholders who sell their shares on or before the August 12, 2009 ex-dividend date will also be selling their right to receive the $0.50 per share cash dividend.  Shareholders are advised to contact their financial advisor before selling their shares. 

In connection with the declaration of the special dividend, the Board of Directors approved certain dividend equivalent rights, clarifying that holders of other Schiff equity awards, including stock options and certain restricted stock units, will receive dividend equivalents in the form of cash on each share underlying the stock options and restricted stock units.  In aggregate, at August 14, 2009, the record date, the company expects approximately 29.9 million potential common shares to be outstanding, including approximately 27.6 million shares of outstanding Class A and Class B common stock, approximately 1.3 million shares of Class A common stock underlying outstanding stock options and approximately 1.0 million shares of Class A common stock underlying outstanding restricted stock units.  The aggregate amount of the special dividend is approximately $15.0 million, presuming 100 percent vesting of shares underlying equity awards. To the extent outstanding stock options, restricted shares and restricted stock units are unvested at August 14, 2009, the $0.50 per share dividend will not be distributed until after such equity awards become vested.

For U.S. federal income tax purposes, it is expected that the special dividend will represent dividend income to shareholders.  Shareholders are encouraged to consult with their own tax and financial advisors regarding the implications of the special dividend.

Conference Call Information

Schiff Nutrition International will hold a conference call today, July 30, at 11 a.m. ET.  The U.S. domestic access number is 800-591-6942. International participants should dial 617-614-4909.  The participant pass code is 56414995.  Please call in approximately ten minutes in advance. The conference call will be broadcast live over the Internet at www.schiffnutrition.com/press.asp.  A replay of the call will be available by dialing 888-286-8010 for domestic callers and 617-801-6888 for international callers, and entering access code 19257637.  The telephone replay will be available through August 3, 2009.

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 and 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 (particularly relating to the limited number of krill oil suppliers) 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,

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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 FDA enforcement and 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 –

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SCHIFF NUTRITION INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(in thousands, except per share amounts)

	Three Months Ended				Year Ended
	May 31,				May 31,
	2009		2008		2009		2008
	(unaudited)
Net sales	$	45,736	$	50,444	$	190,691	$	176,914
Cost of goods sold		31,696		29,417		123,861		102,491
Gross profit		14,040		21,027		66,830		74,423
Operating expenses:
Selling and marketing		8,929		9,262		33,702		31,366
Other operating expenses		4,617		7,523		17,942		26,693
Total operating expenses(1)		13,546		16,785		51,644		58,059
Income from operations		494		4,242		15,186		16,364
Other income, net		105		307		761		1,930
Income before income taxes		599		4,549		15,947		18,294
Income tax expense		46		1,741		5,617		6,992
Net income	$	553	$	2,808	$	10,330	$	11,302
Weighted average common shares outstanding - diluted		28,618		28,697		28,638		28,000
Net income per share - diluted	$	0.02	$	0.10	$	0.36	$	0.40

(1) In association with the previous declaration of a special dividend, the three months and year ended May 31, 2008, respectively, include $630 and $4,920 in compensation charges associated with dividend equivalents paid or payable on stock options and certain restricted stock units.

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SCHIFF NUTRITION INTERNATIONAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

	May 31,
	2009		2008
Cash and cash equivalents	$	52,648	$	45,979
Available-for-sale securities		4,241		3,298
Receivables, net		20,716		22,536
Inventories		30,024		29,233
Other current assets		3,620		3,709
Total current assets		111,249		104,755
Property and equipment, net		13,920		13,567
Other assets, net		5,028		6,164
Total assets	$	130,197	$	124,486
Current liabilities	$	19,035	$	23,274
Long-term liabilities		1,470		1,725
Stockholders’ equity		109,692		99,487
Total liabilities & stockholders’ equity	$	130,197	$	124,486

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