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

October 14, 2010

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 1.01. Entry into a Material Definitive Agreement.

On October 14, 2010, Schiff Nutrition International, Inc. (the “Company”) entered into a Standstill Agreement (the “Standstill Agreement”) with TPG STAR SNI, L.P. (“TPG”) in connection with the Stock Purchase Agreement described in Item 8.01.  Under the Standstill Agreement, TPG agreed that during the term of the Standstill Agreement, none of TPG, its affiliates, nor any of its representatives would in any manner (other than as expressly permitted and set forth in the Stockholders Agreement described in Item 8.01 below), singly or as part of a group, directly or indirectly:

●   effect or seek, offer or propose to effect, or announce any intention to effect or cause or participate in or in any way directly or indirectly cause any other person to effect or seek, offer or propose to effect or participate in (i) any acquisition of the beneficial ownership of any voting securities in excess of one percent (1%) of the aggregate number of voting securities that are, as of the date of the Standstill Agreement, issued and outstanding, or any assets or businesses of the Company or any of its subsidiaries (except the acquisition of voting securities in respect of Purchased Shares (as defined in Item 8.01 below) pursuant to a stock split, stock dividend, recapitalization, reclassification or similar transaction of the Company or the acquisition of voting securities directly from the Company), (ii) any tender or exchange offe r, merger or other business combination involving the Company, any of its subsidiaries or the assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company or its subsidiaries, (iii) any dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) a “solicitation” of “proxies” or consent to vote any voting securities of the Company or any of its subsidiaries or affiliates;

●   form, join or in any way participate in a group with respect to the Company or otherwise act in concert with any person in respect of any such voting securities;

●   otherwise act, alone or in concert with any person, to seek representation on or to control or influence the management, the Company’s Board of Directors (the “Board”) or policies of the Company or to obtain representation on the Board;

●   take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in the first clause above; or

●   enter into any discussions or arrangements with any third party with respect to any of the foregoing.

The term of the Standstill Agreement lasts from the date of the Standstill Agreement to the earlier of the third (3rd) anniversary of the date of the Stock Purchase Agreement, or a Change of Control of the Company, as defined in the Standstill Agreement.  The standstill restrictions also lapse upon the occurrence of certain other events, as further described in the Standstill Agreement.

The foregoing summary of the Standstill Agreement is qualified in its entirety by reference to the full text of the Standstill Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.  The descriptions of the Stock Purchase Agreement and the Stockholders Agreement set forth in Item 8.01 below are incorporated herein by reference.

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

In accordance with the terms of the Stockholders Agreement described in Item 8.01 below, TPG designated for appointment, and the Board appointed, Messrs. William E. McGlashan, Jr. and Matthew T. Hobart as directors of the Company.  The Board also appointed Mr. McGlashan to serve on the Compensation Committee and Mr. Hobart to serve on the Executive Committee of the Board.

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Mr. McGlashan is a founding Partner of TPG Growth formed in 2004.  Prior, Mr. McGlashan was the Chairman and CEO of Critical Path. He joined Critical Path in April of 2001 to undertake a major financial and operational restructuring of the company. Previously, Mr. McGlashan co-founded and served as CEO of Vectis Group, a venture corporation that capitalized and built companies in emerging markets, in partnership with leading U.S. technology businesses. He also co-founded and served as President of Pharmanex, Inc., a leading phyto-pharmaceutical and dietary supplement company with annual sales of approximately $1 billion globally. Prior to Pharmanex, Mr. McGlashan was a senior associate with Bain Capital and Information Partners.  He earned a B.A. with honors from Yale University and an M.B.A. from the Stanfo rd Graduate School of Business.  Mr. McGlashan is a member of Young Presidents' Organization in the San Francisco Barbary Coast chapter.  He serves on the Boards of XOJET, David’s Bridal, AgraQuest, SuccessFactors, Elevance Renewable Sciences, Bay Area Discovery Museum and the Advisory Council for the Yale School of Management.

Prior to joining TPG Growth in 2004, Mr. Hobart was the Vice President of Corporate Development for Critical Path, where he was part of a turnaround team that led Critical Path through a major financial and operational restructuring. Previously, Mr. Hobart co-founded and served as a Managing Director of Vectis Group, a venture corporation that capitalized and built companies globally, in partnership with leading U.S. technology businesses. Prior to Vectis Group, he made private equity investments in the US and Europe for the $2.2 billion Morgan Stanley Capital Partners III L.P. and helped raise and invest the $350 million Morgan Stanley Global Emerging Markets Fund.  Mr. Hobart earned a B.A. with Honors in Economics from Miami University and an M.B.A., from the Stanford Graduate School of Business.

For so long as Eric Weider, the Chairman of the Board, does not receive any compensation for his service on the Board, neither Mr. McGlashan nor Mr. Hobart will receive compensation for their service on the Board.

In accordance with the terms of certain management and non-employee director award agreements and the 2004 Incentive Award Plan, as amended (the “Plan”), the consummation of the transactions contemplated by the Stock Purchase Agreement and the execution of the Stockholders Agreement triggered the accelerated vesting, and in certain cases accelerated payment, of certain awards granted under the Plan.

The description of the Stock Purchase Agreement and the Stockholders Agreement set forth in Item 8.01 below are incorporated herein by reference.

Item 8.01. Other Events.

On October 14, 2010, TPG entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Weider Health and Fitness (“WHF”), the majority shareholder of the Company, pursuant to the terms of which, WHF sold, and TPG purchased, 7,486,574 shares of the Company’s Class A Common Stock (the “Purchased Shares” and such transaction, the “Sale”) for an aggregate total of $48,836,167, which Purchased Shares were converted from 7,486,574 shares of the Company’s Class B Common Stock in accordance with the Compan y’s Certificate of Incorporation immediately prior to the consummation of the Sale.

Concurrent with the execution of the Stock Purchase Agreement, WHF and TPG entered into a Stockholders Agreement (the “Stockholders Agreement”), which provided TPG with certain rights, including:

●   for as long as TPG and its affiliates hold at least 50% of the Purchased Shares, WHF has agreed to vote against, and cause the Company not to, (i) declare dividends or redemptions of Company common stock, with certain exceptions, (ii) issue debt or debt-like securities that are convertible into shares or execute indebtedness for borrowed money or lease transactions, with certain exceptions, (iii) merge or consolidate the Company with any other person, subject to certain exceptions, (iv) acquire or invest in another person (other than acquisitions or investments which do not exceed $7,500,000 and which, with certain exceptions, would not result in a change in control of the Company), (v) sell or dispose of more than 25% of the Company’s assets, (vi) engage in certain transactions with affiliates, (vii) alter the size of the Board, (viii) h ire, terminate or replace certain executive officers and (ix) decide to engage in any line of business other than the Company’s current line of business that involves an expenditure or investment in an amount that exceeds $500,000;

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●   for so long as TPG holds at least 25% of the Purchased Shares, WHF has agreed to vote against, and cause the Company not to, (i) engage in a change of control transaction unless TPG will receive in excess of three times the purchase price paid for the Purchased Shares, (ii) authorize or issue any equity security or convertible security with equal or superior rights to any security already authorized by the Company, other than pursuant to a benefit plan, (iii) issue any Class B Common Stock or authorize any additional class of common stock and (iv) alter the Company’s certificate of incorporation or by laws;

Additionally, from and after the fifth (5th) anniversary of the Stockholders Agreement, as long as TPG and its affiliates continue to own at least 30% of the Purchased Shares, WHF will, upon the request of TPG, use its reasonable best efforts to cause the Board to approve the initiation of a sale of the Company and provide certain assistance in connection with the sale, and, to the extent the sale is a Qualified Change of Control (as defined in the Stockholders Agreement), and has been approved by TPG’s board and the Company’s Board, to vote in favor of such sale.

Both WHF and TPG have agreed to certain restrictions on the transfer of their respective shares of Company capital stock and each of WHF and TPG have certain tag-along and drag-along rights.

Under the Stockholders Agreement, TPG has the right to designate a certain number of directors to serve on the Company’s Board.  In particular, WHF agreed, among other things, to vote all shares of the Company’s capital stock it beneficially owns in favor of, or to otherwise approve and use its reasonable best efforts to cause the Company to include on the Board:

(i)at any time TPG and its affiliates beneficially own in excess of the Purchased Shares, two (2) directors designated by TPG, plus a number of directors designated by TPG that is equal to the product of the number of directors then serving on the Board, multiplied by the percentage of TPG’s and its affiliates’ collective ownership of the total number of Company shares outstanding, rounded down to the nearest whole number, less the two (2) directors already to be designated by TPG;

(ii)for so long as TPG and its affiliates beneficially own at least 25% and 100% or less of the Purchased Shares (and subject to clause (iii)), two (2) directors designated by TPG; and

(iii)for so long as TPG and its affiliates beneficially own at least 25% but less than 50% of the Purchased Shares and WHF beneficially owns at least 50% of the shares of Class B Common Stock owned as of the date of the Stockholders Agreement, one (1) director designated by TPG.

The Stockholders Agreement will terminate if TPG and its affiliates cease to own at least 10% of the shares of Class A Common Stock purchased.

The Company issued a press release on October 15, 2010 announcing TPG’s purchase of the shares from WHF, which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
10.1	Standstill Agreement between Schiff Nutrition International, Inc. and TPG STAR SNI, L.P. dated October 14, 2010
99.1	Press release dated October 15, 2010

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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: October 15, 2010

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INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Standstill Agreement between Schiff Nutrition International, Inc. and TPG STAR SNI, L.P. dated October 14, 2010
99.1	Press release dated October 15, 2010

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EX-10.1

Exhibit 10.1

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”), dated as of October 14, 2010, is by and between Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and TPG STAR SNI, L.P., a Delaware limited partnership (the “Purchaser”).

RECITALS

WHEREAS, simultaneously with the execution of this Agreement (a) pursuant to the terms of that certain Stock Purchase Agreement by and between the Purchaser, on the one hand, and Weider Health and Fitness, a Nevada corporation (“Weider”) on the other hand, dated as of the date hereof (together with all exhibits, schedules, and other attachments, and as amended, restated, or otherwise modified from time to time, the “Purchase Agreement”), the Purchaser is entering into an agreement to purchase shares of the Company’s Class A Common Stock (the “Purchased Stock”), and (b) p ursuant to the terms of that certain Stockholders Agreement by and between the Purchaser and Weider, as in effect on the date hereof (together with all exhibits, schedules, and other attachments as of the date hereof, the “Stockholders Agreement”), Weider and the Purchaser have entered into certain agreements regarding governance of the Company by its stockholders and representation on the Company’s board of directors by designees of the Purchaser;

WHEREAS, the Company’s Board of Directors or a duly constituted committee thereof has, prior to the date hereof, and in accordance with the terms set forth in Delaware General Corporation Law Section 203, unanimously approved the transactions contemplated by the terms set forth in the Purchase Agreement and the Stockholders Agreement; and

WHEREAS, the Company has requested in connection with such approval, that the Purchaser enter into this Agreement in order to set forth certain restrictions with respect to the Purchased Stock and the actions taken or to be taken by the Purchaser, its Affiliates and each of its Representatives, and the Purchaser is so willing.

AGREEMENT

NOW, THEREFORE, in consideration of the representations and warranties, covenants, agreements, and other promises set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.DEFINITIONS.

As used in this Agreement, the following terms shall have the meanings set forth below:

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“Action” means any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding to, from, by or before any United States federal, state or local or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body.

“Affiliate” shall mean, with respect to any first Person, any second Person directly or indirectly controlling, controlled by, or under common control with such first Person where, for purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the preamble.

“Beneficial Owner” shall have the meaning given it in Rule 13(d)-3 under the Exchange Act, and “Beneficially Own” and “Beneficial Ownership” shall apply to securities held by a Beneficial Owner of such securities; provided, however, that the Purchaser shall not be deemed to Beneficially Own any securities owned directly, as of the date of determination of such Beneficial Ownership, by Weider.

“Change of Control” shall mean (a) the acquisition by a Third Party of more than 50% of the Company’s then outstanding Voting Securities, excluding however, the acquisition by an underwriter or group of underwriters pursuant to an Underwriting Agreement (or similar agreement) in a registered public offering to the public, (b) the consummation of a merger, acquisition, consolidation or reorganization or series of such related transactions involving the Company, unless both (i) immediately after such transaction or transactions, the Beneficial Owners of the Company immediately prior to such transaction shall Beneficially Own at least 50% of the outstanding Voting Securities of the Company (or, if the Company shall not be the survivin g company in such merger, consolidation or reorganization, the Voting Securities of the surviving corporation issued in such transaction in respect of Voting Securities of the Company shall represent at least 50% of the Voting Securities of such surviving company), and (ii) the Company is not subject to an agreement that provides that individuals who are directors of the Company immediately prior to such transaction (or individuals designated by the Company at or before the closing of such transaction) shall constitute less than a majority of the directors of the Company (or such surviving company, as the case may be) after the closing of such transaction, (c) a change or changes in the membership of the Company’s Board of Directors that represents a change of a majority or more of such membership during any twelve (12) month period (unless such change or changes in membership are caused by the actions of the then-existing Board of Directors or the Purchaser), (d) an Insolvency Proc eeding (as defined below), or (e) the consummation of a sale of all or substantially all of the Company’s assets unless, immediately after such transaction, the Beneficial Owners of the Company immediately prior to such transaction shall Beneficially Own at least 50% of the Voting Securities of the acquiring company.

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“Company” shall have the meaning set forth in the preamble.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Group” shall mean two or more Persons acting as a partnership, limited partnership, limited liability company, syndicate or other group for the purposes of acquiring, holding, or disposing of securities or material assets of an issuer.

“Insolvency Proceeding” shall mean (a) an assignment by the Company for the benefit of creditors, (b) the filing by the Company of a petition to have the Company adjudged insolvent, bankrupt, or which seeks a reorganization or liquidation under any law relating to bankruptcy, insolvency or receivership, (c) an appointment of a receiver or trustee for all or substantially all of the assets of the Company, unless appointed without the Company’s consent, and such appointment has not been vacated or stayed after ninety (90) days, or (d) a public admission in writing of the Company’s inability to pay its debts as they come due.

“Person” shall mean an individual, corporation, partnership, association, trust, unincorporated organization or other entity.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Purchased Stock” shall have the meaning set forth in the preamble.

“Purchaser” shall have the meaning set forth in the preamble.

“Representatives” shall mean, as to any Person, such Person’s members, directors, officers, employees, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and prospective sources of capital or financing).

“Stockholders Agreement” shall have the meaning set forth in the preamble.

“Term” is defined in Section 2.1.

“Third Party” shall mean any Person (other than Weider or the Purchaser or its Affiliates) or Group (other than any Group that includes Weider, or the Purchaser or its Affiliates).

“Voting Securities” of any Person shall mean any securities entitled to vote generally in the election of directors of such Person, or any direct or indirect rights or options or warrants to acquire any such securities or any securities (including, without limitation, the Purchased Stock) convertible or exercisable into or exchangeable for such securities, whether or not such securities are so convertible, exercisable or exchangeable at the time of determination.

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“Weider” shall have the meaning set forth in the preamble.

2.TERM AND SUSPENSION OF RESTRICTIONS.

2.1.Term.  The term (the “Term”) of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following:

(a)the third (3rd) anniversary of the date of the Purchase Agreement; and

(b)a Change of Control of the Company.

2.2.Suspension of Restrictions.  The limitations provided in Section 3 shall immediately be suspended until the expiration of the time period provided below in this Section 2.2, upon the occurrence of any of the following events, but only so long as neither the Purchaser, nor any of its Affiliates or Representatives directly or indirectly assisted, facilitated, encouraged or participated in any such events:

(a)on the tenth (10th) business day (as such term is defined in Rule 14d-1 under the Exchange Act) following the commencement (as defined in Rule 14d-2 of the Exchange Act) by any Third Party of a tender or exchange offer seeking to acquire Beneficial Ownership of fifty percent (50%) or more of the outstanding shares of Voting Securities of the Company, but only if the Company has not, on or prior to such tenth (10th) business day, publicly recommended that such offer be rejected;

(b)on the execution of a definitive agreement that, if consummated, would result in a Change of Control of the Company;

(c)on the tenth (10th) business day (as such term is defined in Rule 14d-1 under the Exchange Act) following the filing of a preliminary proxy statement by any Third Party with respect to the commencement of a bona fide proxy or consent solicitation subject to Section 14 of the Exchange Act to elect or remove a majority of the directors of the Company that is not publicly opposed by the Company’s Board of Directors and that, if successful, would result in a change in the composition of a majority of the Board of Directors of the Company; or

(d)on the adoption by the Board of Directors of a plan of liquidation or dissolution.

Upon (i) any withdrawal or lapsing of any such tender or exchange offer referred to in Section 2.2(a) in which such Third Party does not acquire more than fifty percent (50%) of the outstanding Voting Securities of the Company, (ii) the termination of the agreement referred in Section 2.2(b) without a Change in Control having occurred, (iii) the withdrawal or termination or failure of the solicitation referred to in Section 2.2(c), or (iv) the termination of the plan of liquidation referenced in Section 2.2(d), as the case may be, the limitations provided in

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Section 3 (except to the extent then suspended as a result of any other event specified in this Section 2.2) shall again be applicable for so long as and only to the extent provided in this Agreement without any extension of the Term.

3.STANDSTILL PROVISIONS.

3.1.General Standstill.  The Purchaser agrees, that during the Term, unless specifically invited in writing by the Company, neither the Purchaser nor any of its Affiliates, nor any of its or their Representatives acting on its or their behalf with respect to the actions described in this Section 3, will in any manner (other than as expressly permitted and set forth in the Stockholders Agreement), singly or as part of a Group, directly or indirectly, (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intent ion to effect or cause or participate in or in any way directly or indirectly cause any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of the Beneficial Ownership of any Voting Securities in excess of one percent (1%) of the aggregate number of Voting Securities that are, as of the date hereof, issued and outstanding, or any assets or businesses of the Company or any of its subsidiaries (except the acquisition of Voting Securities in respect of Purchased Stock pursuant to a stock split, stock dividend, recapitalization, reclassification or similar transaction of the Company or the acquisition of Voting Securities directly from the Company), (ii) any tender or exchange offer, merger or other business combination involving the Company, any of its subsidiaries or the assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company or its subsidiaries, (iii)  any dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) a “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consent to vote any Voting Securities of the Company or any of its subsidiaries or Affiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such Voting Securities; (c) otherwise act, alone or in concert with any Person, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or ( e) enter into any discussions or arrangements with any Third Party with respect to any of the foregoing.  The Purchaser agrees that during the Term, the Purchaser, and its Representatives and Affiliates, shall not request that the Company, directly or indirectly, amend or waive any provision of this Section 3.

3.2.Voting Securities Acquired in Violation of this Agreement.  If the Purchaser or any of its Affiliates or its or their Representatives acting on its or their behalf violates Section 3.1 of this Agreement, the Purchaser shall notify the Company and Voting Securities acquired in violation of this Agreement shall, within sixty (60) days (exclusive of any time the Purchaser or any of its Affiliates is in possession of any material, non-public material relating to the Company) be disposed of to Persons other than the Purchaser or Affiliates thereof; provided, however, that the Company may also pursue any other available remedy to which it may be entitled as a result of such violation.

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4.MISCELLANEOUS.

4.1.Notices.  All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a)by hand (in which case, it will be effective upon delivery);

(b)by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission); or

(c)by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the next weekday, not including any weekday on which banks in New York, New York are authorized or required to be closed, after being deposited with such courier service);

in each case, to the address (or facsimile number) listed below:

If to the Company, to it at:

Schiff Nutrition International, Inc.

2002 South 5070 West

Salt Lake City, UT 84104-4726

Telephone number: (801) 975-5000

Facsimile number: (801) 975-1924

Attention: General Counsel

with a copy to:

Latham & Watkins LLP

650 Town Center Drive

Costa Mesa, CA 92626

Telephone number: (714) 540-1235

Facsimile number: (714) 755-8290

Attention: Charles K. Ruck

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If to the Purchaser, to it at:

c/o TPG Growth, LLC

345 California Street, Suite 3300

San Francisco, CA 94104

Attn: Ransom A. Langford

Facsimile: (415) 438-1329

with a copy to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036-8704

Telephone number:  (212) 841-0623

Facsimile number: (646) 728-1523

Attention: Carl P. Marcellino

Each of the parties to this Agreement may specify a different address or telecopy number by giving notice in accordance with this Section 4.1 to each of the other parties hereto.

4.2.Succession and Assignment; No Third-Party Beneficiary.  Subject to Section 4.2.1 and 4.2.2, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns shall be deemed to be a party hereto for all purposes hereof.  Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such successors and assignees, any legal or equitable rights hereunder.

4.2.1.The Purchaser may not assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Company; provided, however, that nothing set forth in this Agreement shall limit the Purchaser’s ability to transfer Voting Securities to any Person; provided, further, that, notwithstanding any such transfer, the Purchaser shall continue to be bound by its obligations under this Agreement).  Except for Affiliates of the Purchaser, the terms and provisions of this Agreement shall not be binding upon any transferee of the Purchaser that purchases any securities subject to this Agreement.

4.2.2.The Company may not assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Purchaser, except that the Company may assign all or part of this Agreement and its rights, interests and obligations hereunder to the successor or an assignee of substantially all of the Company’s business without such prior written approval.

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4.3.Amendments and Waivers.  No amendment or waiver of any provision of this Agreement shall be valid and binding unless the same shall be in writing and signed, (a) in the case of an amendment, by the Company and the Purchaser, (b) in the case of a waiver that is to be effective against the Company, by the Company, or (c) in the case of a waiver that is to be effective against the Purchaser, by the Purchaser.  No waiver by any party of any breach of any provision hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach of any such provision hereunder or aff ect in any way any rights arising by virtue of any prior or subsequent such occurrence.  No delay or omission on the part of any party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof.

4.4.Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto.

4.5.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.  This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other parties hereto.

4.6.Severability.  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, each party hereto intends that such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with , and possible under, applicable law.

4.7.Headings.  The headings contained in this Agreement are for convenience purposes only and shall not in any way affect the meaning or interpretation hereof.

4.8.Construction.

4.8.1The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  The parties intend that each provision contained herein shall have independent significance.  If any party has breached any provision contained herein in any respect, the fact that there exists another provision relating to the same subject matter (regardless of the relative lev els of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first provision.

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4.8.2Each reference in this Agreement to the Exchange Act, provisions thereof and rules promulgated thereunder shall be construed as a reference to such act, provision or rule as such may be amended or modified from time to time; provided, however, that in the event that any provision of or rule promulgated under the Exchange Act is replaced with a new provision or rule, the reference in this Agreement shall be deemed to be a reference to such successor provision or rule.

4.9.Governing Law.  This Agreement and any dispute arising out of or relating in any way to this Agreement, whether in contract, tort, or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to, or otherwise giving effect to, any body of law or other rule that would cause or otherwise require the application of the laws of any other jurisdiction.

4.10.Jurisdiction and Venue; Service of Process.

4.10.1Jurisdiction and Venue.  Any Action against either party relating in any way to this Agreement may be brought exclusively in the courts of the State of Delaware located in Wilmington, Delaware, or (to the extent subject matter jurisdiction exists therefore) the United States District Court for the District of Delaware, and each of the parties hereto irrevocably submits to the jurisdiction of both such courts in respect of any such Action.  Any Action to enforce a judgment issued by one of the foregoing courts may be enforced in any jurisdiction.

4.10.2Service of Process.  Each party hereby (a) consents to service of process in any Action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (b) agrees that service of process made in accordance with Section 4.1(a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.1, shall constitute good and valid service of process in any such A ction, and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (a) or (b) of this Section 4.10.2 does not constitute good and valid service of process.

4.11.Specific Performance.  Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that each and every one of the covenants or agreements in this Agreement are not performed in accordance with their terms, and it is therefore agreed that, in addition to, and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order, or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically each and every one of the terms and provision s hereof.  Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.

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4.12.Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, OR BASED UPON, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.  EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS BEEN INFO RMED BY THE OTHER PARTY THAT THIS SECTION 4.12 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH IT IS RELYING, AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH OF THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as an agreement under seal as of the date first above written.

COMPANY:

SCHIFF NUTRITION INTERNATIONAL, INC.

By:	/s/ Bruce J. Wood
Name:	Bruce J. Wood
Title:	President and CEO

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as an agreement under seal as of the date first above written.

PURCHASER:

TPG STAR SNI, L.P.

By: TPG STAR ADVISORS, L.L.C.,

its general partner

By:	/s/ Ronald Cami
Name:	Ronald Cami
Title:	Vice President

EX-99.1

Exhibit 99.1

SCHIFF NUTRITION INTERNATIONAL ANNOUNCES A MAJOR NEW SHAREHOLDER;

TPG GROWTH ACQUIRED AN APPROXIMATE 25% COMPANY STAKE

FROM WEIDER HEALTH AND FITNESS IN PRIVATE TRANSACTION

- Schiff adds TPG Growth executives to its board of directors -

- Schiff’s management updates financial guidance -

Salt Lake City, Utah, Oct. 15, 2010: Schiff Nutrition International, Inc., (NYSE: WNI), announced today that TPG Growth, the middle market buyout and growth platform of TPG, a global private investment firm, has purchased approximately 25% of Schiff Nutrition’s fully diluted outstanding shares from Weider Health and Fitness (WHF), Schiff Nutrition’s majority shareholder, for $48.8 million.

TPG Growth purchased 7.487 million shares of Class B common stock, which automatically converted to Class A common stock on a one-to-one basis.  WHF President and CEO Eric Weider continues to serve as chairman of the board of Schiff Nutrition.  Following the transaction, WHF owns approximately 25% of the fully diluted outstanding shares and retains approximately 78% of the voting power.  TPG Growth and WHF have agreed to vote together on major business issues affecting the growth and operations of the company.

“We are delighted to partner with TPG, a world-class firm with substantial expertise and resources, to build an exciting future for Schiff Nutrition,” said Weider. “TPG has extensive healthcare, pharmaceutical, consumer/retail and operational expertise that can help support the company’s organic growth, new product development, global sourcing, potential acquisition activities and enhance shareholder value.”

In connection with the transaction, Schiff Nutrition appointed two TPG Growth executives, William E. McGlashan, Jr., managing partner, and Matthew T. Hobart, managing director, to its board of directors effective October 14th, increasing the board to ten.

McGlashan said, “Schiff Nutrition has consistently delivered strong execution and solid profitability in an intensely competitive industry.  The management team has grown the Move Free® brand into a category leader while successfully launching innovative new products such as MegaRed®.  We believe Schiff is an effective platform for growth that can take advantage of industry consolidation and excel in new product development in an expanding category.  We support the company’s strategy and look forward to helping bolster its long-term growth.”

Weider concluded, “I am especially pleased to welcome Bill and Matt to the board.  In addition to the TPG Growth support, they bring an impressive array of personal experience.  Bill co-founded and led Pharmanex, Inc., a leading dietary supplement company, and has over 20 years experience in the nutritional supplements industry.  Matt brings a strong background positioning companies in the consumer space for significant financial growth and working with companies to expand globally.”

McGlashan became a founding partner of TPG Growth in 2004.  Prior to that he was the turn-around Chairman and CEO of Critical Path, and previously was the co-founder and CEO of Vectis Group, a venture capital corporation. He was also co-founder and President of Pharmanex, Inc, a leading phyto-pharmaceutical and dietary supplement company.  Prior to Pharmanex, McGlashan was a senior associate with Bain Capital and Information Partners.  He earned a B.A. with honors from Yale University and an M.B.A. from the Stanford Graduate School of Business.  He serves on the Boards of XOJET, David’s Bridal, AgraQuest, SuccessFactors, Elevance Renewable Sciences, Bay Area Discovery Museum and the Advisory Council for the Yale School of Management.

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Hobart joined TPG Growth in 2004.  Prior, he was the Vice President of Corporate Development for Critical Path.  Previously, Hobart co-founded and served as a Managing Director of Vectis Group, a venture capital corporation.  Prior to Vectis Group, he made private equity investments in the US and Europe for the $2.2 billion Morgan Stanley Capital Partners III L.P. fund.  Hobart earned a B.A. with Honors in Economics from Miami University and an M.B.A. from the Stanford University Graduate School of Business.

Financial Guidance

The WHF-TPG transaction triggers certain provisions under the company’s management and board of director long-term incentive plans, including accelerated vesting of outstanding awards and, in certain cases, accelerated payment of such awards.  The company will recognize approximately $3.6 million in related long-term incentive plan expenses during its fiscal 2011 second quarter, a portion of which would have been recognized during its fiscal 2011 third and fourth quarters.  As a result of accelerated vesting of the awards, certain fiscal 2011 guidance regarding operating expenses previously provided on September 14, 2010 when the company reported its fiscal 2011 first quarter financial results is being updated.  Including incremental incentive plan expenses, for fiscal 2011 the company be lieves selling and marketing costs will approximate 16.0% to 18.0% of net sales; and other operating expenses will approximate $22.0 million to $23.5 million.  The company anticipates reporting on its fiscal 2011 second quarter and, as appropriate, updating fiscal 2011 financial guidance either during the third or fourth week of December 2010.

About TPG Growth

TPG Growth is the middle market and growth equity investment platform of TPG, the global private investment firm.  With more than $2.5 billion under management, TPG Growth targets investments in a broad range of industries and geographies, utilizing leveraged buyout, growth equity, and private investment in public equity (PIPE) structures.  The firm is backed by the resources of TPG with more than $47 billion of assets under management.  TPG Growth has offices in the United States, China and India.

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.

Forward-Looking Statements

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 actual results of Schiff Nutrition to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to:  the level of customer and consumer acceptance of Move Free Advanced, MegaRed, and other branded products, the inability to gain or maintain market distribution for MegaRed or other new products, the entry of new branded and private label krill oil products into the market, the inability to successfully implement marketing and spending programs behind our Move Free, MegaRed and other branded products, the impact of raw material pricing (particularly relative to joint care products), availability (particularly relating to the limited number of krill oil suppliers), quality (particularly relating to joint care products and ingredi ents from suppliers outside the United States, including China) and potency, the mix between branded and private label products, the inability to grow or maintain branded and private label sales and/or margins in an increasingly competitive environment, the inability to successfully bid on new and existing private label business, litigation and government or administrative regulatory action in the United States and internationally, including FDA enforcement and challenges to marketing, advertising or product

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claims, adverse publicity regarding our nutritional supplements and/or their ingredients or the dietary supplement industry generally, 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 our products or other 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, the inability or increased cost to comply with or maintain 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, 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.

Schiff Nutrition Contact: Joseph W. Baty, CFO (801) 975-5186 email: joeb@schiffnutrition.com www.schiffnutrition.com IR Agency Contact: Kirsten Chapman Lippert / Heilshorn & Associates (415) 433-3777 email: KChapman@lhai.com TPG Growth Contact: Lisa Baker Owen Blicksilver Public Relations (914) 725-5949 email: lisa@blicksilverpr.com

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