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