0000921895-19-001712.txt : 20190604 0000921895-19-001712.hdr.sgml : 20190604 20190604084537 ACCESSION NUMBER: 0000921895-19-001712 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190604 DATE AS OF CHANGE: 20190604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vitamin Shoppe, Inc. CENTRAL INDEX KEY: 0001360530 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 113664322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85153 FILM NUMBER: 19875353 BUSINESS ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 300 HARMON MEADOW BLVD. CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018685959 MAIL ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 300 HARMON MEADOW BLVD. CITY: SECAUCUS STATE: NJ ZIP: 07094 FORMER COMPANY: FORMER CONFORMED NAME: VS HOLDINGS, INC. DATE OF NAME CHANGE: 20060425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIEX Capital Advisors, LLC CENTRAL INDEX KEY: 0001619125 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-752-5750 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Vertex Capital Advisors, LLC DATE OF NAME CHANGE: 20140910 SC 13G 1 sc13g10114001_06042019.htm SCHEDULE 13G

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.   )1

 

Vitamin Shoppe, Inc.

 (Name of Issuer)

Common Stock, $0.01 par value

 (Title of Class of Securities)

92849EAB7

 (CUSIP Number)

May 30, 2019

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 92849EAB7

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Opportunities Fund, LP - Series One*  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,540,442**  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          1,540,442**  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,540,442**  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.4%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

*The Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership

**Excludes 436,900 Shares underlying American-style put options sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.

  

2

CUSIP NO. 92849EAB7

  1   NAME OF REPORTING PERSON  
         
        VIEX GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,540,442**  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          1,540,442**  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,540,442**  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.4%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

**Excludes 436,900 Shares underlying American-style put options sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.

  

3

CUSIP NO. 92849EAB7

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Capital Advisors, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,540,442**  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          1,540,442**  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,540,442**  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.4%  
  12   TYPE OF REPORTING PERSON  
         
        IA  

**Excludes 436,900 Shares underlying American-style put options sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.

  

4

CUSIP NO. 92849EAB7

 

  1   NAME OF REPORTING PERSON  
         
        Eric Singer  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,540,442**  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          1,540,442**  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,540,442**  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.4%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

**Excludes 436,900 Shares underlying American-style put options sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.

  

5

CUSIP NO. 92849EAB7

Item 1(a).Name of Issuer:

Vitamin Shoppe, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

300 Harmon Meadow Blvd., Secaucus, New Jersey 07094

Item 2(a).Name of Person Filing:

This Schedule 13G is being jointly filed by

VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, and Eric Singer, a citizen of the United States of America. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

VIEX GP is the general partner of Series One. VIEX Capital is the investment manager to Series One. Mr. Singer is the managing member of each of VIEX GP and VIEX Capital. By virtue of these relationships, each of VIEX GP, VIEX Capital and Mr. Singer may be deemed to beneficially own the securities beneficially owned by Series One.

Item 2(b).Address of Principal Business Office or, if none, Residence:

The principal business office of each of the Reporting Persons is 150 East 52nd Street, 3rd Floor, New York, New York 10022.

Item 2(c).Citizenship:

Each of Series One, VIEX GP, and VIEX Capital is organized under the laws of Delaware. Mr. Singer is a citizen of the United States of America.

Item 2(d).Title of Class of Securities:

Common Stock, $0.01 par value per share (the “Shares”)

Item 2(e).CUSIP Number:

92849EAB7

Item 3.If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    / x / Not Applicable
  (a) /  / Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
  (b) /  / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) /  / Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

6

CUSIP NO. 92849EAB7

  (d) /  / Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) /  / Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).*
  (f) /  / Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
  (g) /  / Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).**
  (h) /  / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i) /  / Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
  (j) /  / Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
  (k) /  / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

 

Item 4.Ownership.

All ownership information reported in this Item 4 is as of the close of business on June 3, 2019.

Series One

(a)Amount beneficially owned:

Series One directly beneficially owns 1,540,442 Shares.

(b)Percent of class:

6.4% (based upon 23,993,608 Shares outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

(ii)Shared power to vote or to direct the vote

1,540,442 Shares

(iii)Sole power to dispose or to direct the disposition of

0 Shares

(iv)Shared power to dispose or to direct the disposition of

1,540,442 Shares

7

CUSIP NO. 92849EAB7

VIEX GP

(a)Amount beneficially owned:

VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,540,442 Shares that may be deemed to be beneficially owned by Series One.

(b)Percent of class:

6.4% (based upon 23,993,608 Shares outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

(ii)Shared power to vote or to direct the vote

1,540,442 Shares

(iii)Sole power to dispose or to direct the disposition of

0 Shares

(iv)Shared power to dispose or to direct the disposition of

1,540,442 Shares

VIEX Capital

(a)Amount beneficially owned:

VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the 1,540,442 Shares that may be deemed to be beneficially owned by Series One.

(b)Percent of class:

6.4% (based upon 23,993,608 Shares outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).

8

CUSIP NO. 92849EAB7

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

(ii)Shared power to vote or to direct the vote

1,540,442

(iii)Sole power to dispose or to direct the disposition of

0 Shares

(iv)Shared power to dispose or to direct the disposition of

1,540,442

Mr. Singer

(b)Amount beneficially owned:

Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 1,540,442 Shares that may be deemed to be beneficially owned by Series One.

(b)Percent of class:

6.4% (based upon 23,993,608 Shares outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

(ii)Shared power to vote or to direct the vote

1,540,442

(iii)Sole power to dispose or to direct the disposition of

0 Shares

(iv)Shared power to dispose or to direct the disposition of

1,540,442

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

9

CUSIP NO. 92849EAB7

Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.Identification and Classification of Members of the Group.

See Exhibit 99.1

Item 9.Notice of Dissolution of Group.

Not Applicable.

Item 10.Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

10

CUSIP NO. 92849EAB7

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 4, 2019

  VIEX Opportunities Fund, LP – Series One
   
  By: VIEX GP, LLC
General Partner
   
  By: /s/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX GP, LLC
   
  By: /s/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Capital Advisors, LLC
   
  By: /s/ Eric Singer
    Name: Eric Singer

 

 

 

   Title: Managing Member

 

  /s/ Eric Singer
  Eric Singer

 

11

 EX-99.1 2 ex991to13g10114001_060419.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G filed June 4, 2019 (including amendments thereto) with respect to the Common Stock of Vitamin Shoppe, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: June 4, 2019

 

  VIEX Opportunities Fund, LP – Series One
   
  By: VIEX GP, LLC
General Partner
   
  By: /s/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX GP, LLC
   
  By: /s/ Eric Singer
    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Capital Advisors, LLC
   
  By: /s/ Eric Singer
    Name: Eric Singer

 

 

 

   Title: Managing Member

 

  /s/ Eric Singer
  Eric Singer