-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S9lU5tuKoRCLHO/zS0emL1d6L2MHDfWu8zrlPvgnP82EU66Q9eo3+zROq3cbUW8P HKYiDrpWyuJXlWnuE4+XHg== 0001104659-05-005631.txt : 20050211 0001104659-05-005631.hdr.sgml : 20050211 20050211122705 ACCESSION NUMBER: 0001104659-05-005631 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050207 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBTY INC CENTRAL INDEX KEY: 0000070793 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 112228617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31788 FILM NUMBER: 05596443 BUSINESS ADDRESS: STREET 1: 90 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5165679500 MAIL ADDRESS: STREET 1: 90 ORVILLE DRIVE CITY: BOHEMIA STATE: NY ZIP: 11716 FORMER COMPANY: FORMER CONFORMED NAME: NATURES BOUNTY INC DATE OF NAME CHANGE: 19920703 8-K 1 a05-3399_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):  February 7, 2005

 

NBTY, INC.

 (Exact Name of Registrant as Specified in Charter)

 

001-31788

(Commission File Number)

 

DELAWARE

 

11-2228617

 

(State or Other Jurisdiction
of Incorporation)

 

(I.R.S. Employe
Identification No.)

 

 

 

 

 

90 Orville Drive

 

11716

 

Bohemia, New York

 

(Zip Code)

 

(Address of Principal Executive Offices)

 

 

 

 

(631) 567-9500

(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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 


 

ITEM 1.01             ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On February 7, 2005, the Board of Directors of NBTY, Inc. (the “Board”) ratified the December 10, 2004 decision of the Compensation and Stock Option Committee (the “Committee”) that Mr. Scott Rudolph shall receive the salary and bonus set forth next to his name in the following table.  In addition, on February 7, 2005, based upon the December 10, 2004 recommendation of the Committee, the Board determined that each of the other named executive officers (as defined in Regulation S-K item 402(a)(3)) shall receive the salary and bonus set forth next to their respective names:

 

EXECUTIVE OFFICER

 

2005 SALARY

 

2004 BONUS

 

Scott Rudolph
Chairman and CEO

 

 

(1)

$

1,250,000

 

Harvey Kamil
President and CFO

 

 

(1)

$

550,000

 

Michael C. Slade
Secretary and Senior Vice President

 

$

353,100

(2)

$

50,000

 

James P. Flaherty
Senior Vice President—Marketing and Advertising

 

$

263,000

(3)

$

125,000

 

William J. Shanahan
Vice President—Information Systems

 

$

230,000

(3)

$

160,000

 

(1)                  Pursuant to the terms of their respective Employment Agreements, Messrs. Rudolph’s and Kamil’s salary increases shall be equal to the percentage increase of the Consumer Price Index for the period from January 1, 2004 to January 1, 2005, as determined by the Bureau of Labor Statistics of the United States Department of Labor.  For 2004, the salaries of Messrs. Rudolph and Kamil were $764,278 and $427,996, respectively.  Messrs. Rudolph’s and Kamil’s salary increases shall take effect as of January 1, 2005.

 

(2)                  Unchanged.

 

(3)                  The salary increases for Messrs. Flaherty and Shanahan shall take effect on February 28, 2005.

 

In addition, upon the recommendation of the Committee, the Board (a) increased the annual fee paid to non-management directors from $50,000 to $60,000, and (b) determined that the chairman of the Audit Committee shall receive an additional $50,000 per year for services rendered in such capacity.

 

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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.

 

 

Dated:  February 11, 2005

 

 

 

NBTY, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Harvey Kamil

 

 

 

 

Harvey Kamil

 

 

 

 

President and Chief Financial Officer

 

 

 

 

 

 

 

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