0001181431-12-065051.txt : 20121217 0001181431-12-065051.hdr.sgml : 20121217 20121217143908 ACCESSION NUMBER: 0001181431-12-065051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121215 FILED AS OF DATE: 20121217 DATE AS OF CHANGE: 20121217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COREY RONALD L CENTRAL INDEX KEY: 0001263698 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14608 FILM NUMBER: 121268346 MAIL ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCHIFF NUTRITION INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001022368 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 870563574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1215 BUSINESS ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 BUSINESS PHONE: 8019755000 MAIL ADDRESS: STREET 1: 2002 SOUTH 5070 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104-4726 FORMER COMPANY: FORMER CONFORMED NAME: WEIDER NUTRITION INTERNATIONAL INC DATE OF NAME CHANGE: 19960906 4 1 rrd363714.xml FORM 4 X0306 4 2012-12-15 1 0001022368 SCHIFF NUTRITION INTERNATIONAL, INC. SHF 0001263698 COREY RONALD L 2002 S 5070 W SALT LAKE CITY UT 84104-4726 1 0 0 0 CLASS A COMMON STOCK 2012-12-15 4 U 0 107387 42 D 0 D STOCK OPTION (RIGHT TO BUY) 4.27 2012-12-17 4 D 0 12500 D CLASS A COMMON STOCK 12500 0 D STOCK OPTION (RIGHT TO BUY) 5.27 2012-12-17 4 D 0 12500 D CLASS A COMMON STOCK 12500 0 D STOCK OPTION (RIGHT TO BUY) 5.50 2012-12-17 4 D 0 15000 D CLASS A COMMON STOCK 12500 0 D Includes 2,140 restricted shares of Class A common stock of the Issuer. Pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Reckitt Benckiser LLC, Ascot Acquisition Corp. ("Purchaser"), and Reckitt Benckiser Group plc, dated November 21, 2012 (the "Merger Agreement"), each outstanding restricted share of the Issuer became vested and became free of any restrictions as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement). These shares of Class A common stock of the Issuer were tendered to Purchaser pursuant to Purchaser's offer to purchase all of the outstanding shares of Class A common stock and Class B common stock of the Issuer at a cash purchase price of $42.00 per share, without interest and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on November 27, 2012. Includes 62,516 shares issued upon the settlement of restricted stock units awarded to the Reporting Person under the Issuer's 2004 Incentive Award Plan, as amended, pursuant to the Merger Agreement. In connection with the Merger Agreement, each option to purchase shares of Class A common stock of the Issuer that had not been exercised and tendered into the tender offer was fully accelerated (to the extent not already vested) as of the Offer Acceptance Time (as defined in the Merger Agreement), cancelled in the Merger (as defined in the Merger Agreement) and converted into the right to receive a cash payment equal to the excess of $42.00 over the exercise price per share previously subject to such option multiplied by the number of shares previously subject to such option (without interest and less any applicable withholding tax). /s/ Joseph W. Baty by Power of Attorney 2012-12-17