8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 27, 2010

Vitamin Shoppe, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34507	11-3664322
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2101 91st Street

North Bergen, New Jersey 07047

(Addresses of Principal Executive Offices, including Zip Code)

(800) 223-1216

(Registrant’s Telephone Number, Including Area Code)

(Formerly VS Holdings, Inc.)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On October 27, 2010, Vitamin Shoppe, Inc. issued a press release containing its preliminary unaudited financial results for the third fiscal quarter ending September 25, 2010. A copy of the press release is attached as Exhibit 99.1.

Item 8.01 Other Events

On October 27, 2010, Vitamin Shoppe, Inc. announced in the press release referred to above, its election to redeem on November 26, 2010 (the “Redemption Date”) $20,000,000 of the $75,106,000 of its Notes that remain outstanding. The redemption price for the Notes will be 100% of the principal amount of the redeemed Notes, plus accrued and unpaid interest to the Redemption Date. A copy of the notice of redemption is attached to this Form 8-K as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1	Earnings release issued by Vitamin Shoppe, Inc., dated October 27, 2010.
99.2	Vitamin Shoppe Industries, Inc., notice of redemption dated October 27, 2010.

This Form 8-K and the attached Exhibits are furnished to comply with Item 2.02, Item 8.01, and Item 9.01 of Form 8-K. Neither this Form 8-K nor the attached Exhibits are to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall this Form 8-K nor the attached Exhibit 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).

SIGNATURE

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.

	Vitamin Shoppe, Inc.
Date: October 27, 2010	By:	/s/    MICHAEL G. ARCHBOLD
	Name:	Michael G. Archbold
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Vitamin Shoppe, Inc. Announces Fiscal Third Quarter 2010 Results

— Comparable store sales grew 7.1% for the fiscal third quarter of 2010; Net sales increased 11.3%

— Income from operations increased 62.9%; Net income more than tripled

— Opened 9 stores during the quarter

NORTH BERGEN, N.J., Oct. 27 /PRNewswire-FirstCall/ — Vitamin Shoppe, Inc. (NYSE: VSI), a leading specialty retailer and direct marketer of nutritional products, today announced its preliminary results for its fiscal third quarter ended September 25, 2010.

“The third quarter marked another strong period of growth, with all areas of the business contributing to the overall success. We had a very successful semi-annual private label promotion which helped drive traffic into our stores” said Rick Markee, Chairman and Chief Executive Officer of Vitamin Shoppe, Inc. “Comparable store sales for the quarter increased 7.1%, while we continued to drive operating leverage across our business. Income from operations increased 63% year-over-year. Net income more than tripled and diluted EPS was $0.25 per share including $0.02 per share from one-time charges.”

Fiscal Third Quarter 2010 Results

Net sales increased $19.0 million, or 11.3%, to $187.4 million for the three months ended September 25, 2010, compared with $168.4 million for the three months ended September 26, 2009. The increase was the result of the growth in comparable store sales predominantly driven by traffic, continued performance from new stores and a 7.7% increase in direct sales driven by further expansion in Vitamin Shoppe’s online business.

The Company operated 472 stores as of September 25, 2010, compared with 434 stores as of September 26, 2009. Overall store sales for the three months ended September 25, 2010 rose due to an increase in non-comparable store sales of $7.0 million and an increase in comparable store sales of $10.5 million, or 7.1%.

Cost of goods sold, which includes product, warehouse, distribution and occupancy costs, increased $10.2 million, or 8.8%, to $126.2 million for the three months ended September 25, 2010, compared with $116.0 million for the three months ended September 26, 2009.

Gross profit increased $8.8 million, or 16.8%, to $61.2 million for the three months ended September 25, 2010, compared with $52.4 million for the three months ended September 26, 2009. Gross profit as a percentage of sales was 32.6% for the quarter ended September 25, 2010, compared with 31.1% for the comparable prior year period. The improvement reflects a reduction in the level of promotional activity compared with the third quarter of 2009, and leverage on occupancy, distribution and transportation costs.

Selling, general and administrative expenses (“SG&A”), including operating payroll and related benefits, advertising and promotion expense, depreciation and amortization, and other SG&A, increased $3.9 million, or 8.9%, to $47.3 million for the three months ended September 25, 2010, compared with $43.4 million for the three months ended September 26, 2009. SG&A as a percentage of net sales decreased to 25.3% for the quarter, compared with 25.8% for the comparable prior year period. This reflects the ongoing maturation of the store base, leverage on depreciation and amortization and leverage on corporate expenses through ongoing attention to financial disciplines.

SG&A for the third quarter of 2010 reflects:

• A non-cash pretax impairment charge of $1.1 million associated with two stores

• A pretax charge of $0.8 million associated with the settlement of a lawsuit in California

• A $1.0 million one-time benefit associated with a credit card fee rebate

Excluding these items, (which equate to approximately $0.02 per share), SG&A as a percentage of net sales would have been 24.8% for the quarter.

Income from operations increased $5.3 million, or 62.9%, to $13.9 million for the three months ended September 25, 2010, compared with $8.5 million for the three months ended September 26, 2009. Income from operations as a percentage of net sales increased to 7.4% for the 2010 quarter, compared with 5.1% for the comparable prior year period.

Net income increased 256.2% to $7.2 million for the three months ended September 25, 2010, compared with $2.0 million for the three months ended September 26, 2009. Earnings per diluted share increased to $0.25 for the three months ended September 25, 2010. Net income benefited from lower interest expense versus the same period in 2009. Excluding the store impairment charge, the credit card fee rebate and the labor settlement expense, earnings per diluted share for the quarter would have been $0.27.

Bond Redemption

With the strong cash flow from operations, the company also announced the planned repurchase of an additional $20 million of outstanding floating rate notes. This redemption is expected to be completed in the fourth quarter of 2010, utilizing cash available on the balance sheet.

2011 Outlook

Looking forward to 2011, management expects:

• 10% new-store growth (approximately 48 new stores)

• Approximately $23 million in capital expenditures

• A 4% to 5% increase in comparable store sales

• Continued improvement in EBIT margin as a percent of sales reflecting continuing maturation of our store base, leverage on depreciation and amortization and corporate expenses

• Lower interest expense reflecting the continuing reduction in outstanding debt through strong cash flows

• Net income growth projected at 25%

• Diluted share count of 29.5 million shares

“This has been a year of tremendous improvement following our initial public offering at the end of October, 2009. We are well on our way toward our long-term objectives of 10% EBIT margin and 900 stores in the United States,” said Rick Markee.

Conference Call

The Company will hold a conference call at 10:00 am Eastern Time today to discuss its fiscal third quarter 2010 results. The call can be accessed live over the phone by dialing 1-888-679-8037, or for international callers, 1-617-213-4849, passcode number 86057252. A replay will be available one hour after the call and can be accessed by dialing 1-888-286-8010 or for international callers, 1-617-801-6888. The passcode for the replay is 54857613. The replay will be available until November 3, 2010.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investor Relations section of the Company’s website at www.vitaminshoppe.com. The on-line replay will be available beginning immediately following the call.

About Vitamin Shoppe, Inc. (NYSE: VSI)

Vitamin Shoppe is a leading specialty retailer and direct marketer of nutritional products based in North Bergen, New Jersey. The Company sells vitamins, minerals, nutritional supplements, herbs, sports nutrition formulas, homeopathic remedies, green living products, and health and beauty aids to customers located primarily in the United States. The Company carries national brand products as well as exclusive products under the Vitamin Shoppe, MD Select, and VS Basics proprietary brands. The Vitamin Shoppe conducts business through more than 470 Company-owned retail stores, national mail order catalogs, and websites, www.VitaminShoppe.com and www.EcoShoppe.com, and has a social community site at www.VSconnect.com.

Certain statements herein are “forward-looking statements”. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including the strength of the economy, changes in the overall level of consumer spending, the performance of the Company’s products within the prevailing retail environment, trade restrictions, availability of suitable store locations at appropriate terms and other factors which are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2009 and in all filings with the Securities Exchange Commission made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

VITAMIN SHOPPE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 25,		September 26,
	2010		2009		2010		2009
Net sales.	$	187,359	$	168,400	$	571,206	$	512,098
Cost of goods sold		126,190		116,011		381,330		346,935
Gross profit		61,169		52,389		189,876		165,163
Selling, general and administrative expenses		47,316		43,439		142,504		130,552
Related party expenses		—		444		—		1,260
Income from operations		13,853		8,506		47,372		33,351
Loss on extinguishment of debt		—		263		1,120		263
Interest expense, net		2,181		4,666		7,670		14,505
Income before provision for income taxes		11,672		3,577		38,582		18,583
Provision for income taxes		4,423		1,542		15,298		7,780
Net income		7,249		2,035		23,284		10,803
Preferred stock dividends in arrears		—		1,593		—		6,799
Net income available to common stockholders	$	7,249	$	442	$	23,284	$	4,004
Weighted average shares outstanding
Basic		27,710,913		14,175,906		27,178,235		14,175,906
Diluted		28,597,381		15,789,680		28,155,098		15,809,899
Net income per share
Basic	$	0.26	$	0.03	$	0.86	$	0.28
Diluted	$	0.25	$	0.03	$	0.83	$	0.25

Key Performance Indicators
	Three Months Ended						Nine Months Ended
	September 25,			September 26,			September 25,			September 26,
	2010			2009			2010			2009
Net sales	$	187,359		$	168,400		$	571,206		$	512,098
Increase in comparable store net sales		7.1	%		4.4	%		7.3	%		4.6	%
Gross profit as a percent of net sales		32.6	%		31.1	%		33.2	%		32.3	%
Income from operations	$	13,853		$	8,506		$	47,372		$	33,351
Impairment charge on fixed assets	$	1,126		$	—		$	1,326		$	—
Depreciation and Amortization	$	5,276		$	5,310		$	16,125		$	15,603
Amortization of deferred financing fees	$	138		$	293		$	612		$	877

Store Count Data
	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 25,			September 26,
	2010		2009		2010			2009
Store Data:
Stores open at beginning of period		463		425		438			401
Stores opened		9		9		35			34
Stores closed		—		—		(1	)		(1	)
Stores open at end of period		472		434		472			434

Segment Data
	Three Months Ended						Nine Months Ended
	September 25,			September 26,			September 25,			September 26,
	2010			2009			2010			2009
Sales:
Retail	$	167,086		$	149,580		$	508,017		$	452,982
Direct		20,273			18,820			63,189			59,116
Net sales		187,359			168,400			571,206			512,098
Income from operations:
Retail		28,742			22,100			90,447			71,762
Direct		3,463			3,223			11,581			11,309
Corporate costs		(18,352	)		(16,817	)		(54,656	)		(49,720	)
Income from operations	$	13,853		$	8,506		$	47,372		$	33,351

VITAMIN SHOPPE, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	September 25, 2010			December 26, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	36,635		$	8,797
Inventories		104,745			106,091
Prepaid expenses and other current assets		13,802			13,401
Deferred income taxes		3,897			5,145
Total current assets		159,079			133,434
Property and equipment, net		80,514			83,960
Goodwill		177,248			177,248
Other intangibles, net		69,841			70,356
Other assets:
Deferred financing fees, net of accumulated amortization of $2,391 and $2,856 in 2010 and 2009, respectively		1,172			2,384
Other long-term assets		1,963			1,875
Total other assets		3,135			4,259
Total assets	$	489,817		$	469,257
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	20,000
Current portion of capital lease obligation		1,628			1,537
Revolving credit facility		28,000			—
Accounts payable		17,557			25,075
Deferred sales		12,542			14,386
Accrued salaries and related expenses		7,408			7,551
Other accrued expenses		18,149			14,469
Total current liabilities		85,284			83,018
Long-term debt, net of current portion		75,106			100,106
Capital lease obligation, net of current portion		1,249			2,303
Deferred income taxes		17,683			19,945
Other long-term liabilities		4,824			4,766
Deferred rent		26,493			24,768
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value; 400,000,000 shares authorized, 27,900,940 shares issued and outstanding at September 25, 2010, and 400,000,000 shares authorized, 26,750,423 shares issued and outstanding at December 26, 2009		279			268
Additional paid-in capital		231,109			210,359
Accumulated other comprehensive loss		(100	)		(882	)
Retained earnings		47,890			24,606
Total stockholders’ equity		279,178			234,351
Total liabilities and stockholders’ equity	$	489,817		$	469,257

CONTACT: Investor Contacts: Michael Archbold Chief Financial Officer 201-624-3611 ir@vitaminshoppe.com, or Ian Lee, Solebury Communications Group, +1-203-428-3215, ilee@soleburycomm.com; Media Contacts: Susan McLaughlin, Director Corporate Communications, +1-201-624-3134, smclaughlin@vitaminshoppe.com, or Tiffani Carter, of Allison & Partners, +1-646-428-0613

EX-99.2

Exhibit 99.2

VITAMIN SHOPPE INDUSTRIES INC.

2101 91st Street

North Bergen, New Jersey 07047

NOTICE OF REDEMPTION

October 27, 2010

Vitamin Shoppe Industries Inc.’s Second Priority Senior Secured Floating Rate Notes due 2012

NOTICE IS HEREBY given by Vitamin Shoppe Industries Inc., a New York corporation (the “Company”), the issuer of certain Second Priority Senior Secured Floating Rate Notes due 2015, CUSIP number 92849A AC 3 (the “Notes”), issued pursuant to the Indenture (the “Indenture”), dated as of November 15, 2005 among the Company, each of the Guarantors party thereto, and Wilmington Trust Company, as trustee (the “Trustee”), that, pursuant to Section 3.07 of the Indenture, the Company has elected to redeem Notes on November 26, 2010 (the “Redemption Date”), in the aggregate totaling $20,000,000 (the “Redeemed Notes”), plus accrued and unpaid interest to the Redemption Date. The current principal amount of the Notes outstanding is $75,106,000. Unless the Company defaults in making such redemption payment, interest on the Redeemed Notes ceases to accrue on and after the Redemption Date. For all purposes of the Indenture, the Redeemed Notes will be deemed to be no longer outstanding from and after the Redemption Date, and all rights with respect thereto, except as stated herein, will cease as of the close of business on that same date.

The redemption price for the Redeemed Notes will be 100% of the principal amount of the Redeemed Notes, plus accrued and unpaid interest to the Redemption Date (the “Redemption Price”). The amount of accrued and unpaid interest on the Redeemed Notes at the Redemption Date will be the amount calculated by (i) multiplying the “Applicable Eurodollar Rate,” which is 750 basis points over the rate determined by the Company equal to the applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars for a period of three months as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two business days prior to November 15, 2010, by the current principal amount of the Redeemed Notes outstanding and then (ii) multiplying by the quotient resulting from dividing 11 by 360.

There are no Liquidated Damages, as defined in the Indenture, payable on the Redeemed Notes. The Trustee will send the total Redemption Price to the sole Holder, the Depositary Trust Company (“DTC”), and DTC will distribute the funds in accordance with its applicable procedures. DTC and the Trustee will make such appropriate notations on their respective records to reflect the decrease in Notes outstanding as a result of the consummation of the redemption.

Notes called for redemption must be surrendered (or transferred by book-entry transfer) to the Paying Agent, as defined in the Indenture, to collect the Redemption Price. The address of the Paying Agent follows:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Delivery of Notes to an address other than as set forth above, or transmission of instructions other than as set forth above, will not constitute a valid delivery.

This Notice of Redemption constitutes the notice required by Section 3.03 of the Indenture. No representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in this Notice of Redemption or printed on the Notes. They are included solely for the convenience of the Holders.