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):  September 14, 2010

NBTY, INC.

(Exact Name of Registrant as Specified in Charter)

001-31788

(Commission File Number)

DELAWARE	11-2228617
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)

2100 Smithtown Avenue
Ronkonkoma, New York	11779
(Address of Principal Executive Offices)	(Zip Code)

(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):

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

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

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

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

ITEM 7.01.            REGULATION FD DISCLOSURE

On September 14, 2010, NBTY, Inc. issued a press release announcing preliminary unaudited sales results for the two months of July and August, 2010.  A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01.            FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits.

99.1         Press release issued by NBTY, Inc., dated September 14, 2010.

This Form 8-K and the attached Exhibit are furnished to comply with Item 7.01 and Item 9.01 of Form 8-K.  Neither this Form 8-K nor the attached Exhibit 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).

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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: September 15, 2010
	NBTY, INC.
	By:	/s/ Harvey Kamil
		Harvey Kamil
		President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

		Contact: Harvey Kamil		Carl Hymans
	NBTY, Inc.		G.S. Schwartz & Co.
		President & Chief Financial Officer	212-725-4500
		631-200-2020		carlh@schwartz.com

NBTY ANNOUNCES PRELIMINARY UNAUDITED SALES

RONKONKOMA, N.Y. — September 14, 2010 - NBTY, Inc. (NYSE: NTY) (www.NBTY.com), a leading global manufacturer and marketer of nutritional supplements, today announced preliminary unaudited net sales results for the month of August 2010.

NBTY’s preliminary unaudited net sales results for the month of August 2010 by segment are as follows:

NET SALES

(Preliminary and Unaudited)

FOR THE MONTH OF AUGUST

($ In Millions)

	2010		2009		% Change
Wholesale / US Nutrition	$	131	$	147	-11	%
North American Retail	$	19	$	18	9	%
European Retail	$	51	$	53	-5	%
Direct Response / E-Commerce	$	19	$	18	5	%
Total	$	219	$	236	-7	%

North American Retail same store sales increased 6% for the one month period.  European Retail net sales in local currency, (British Pound Sterling), remained the same and same store sales decreased 2% for the one month period.

NBTY’s preliminary unaudited net sales results for the two-month period of July and August 2010 by segment are as follows:

NET SALES

(Preliminary and Unaudited)

FOR THE TWO MONTHS JULY AND AUGUST

($ In Millions)

	2010		2009		% Change
Wholesale / US Nutrition	$	276	$	274	1	%
North American Retail	$	37	$	34	9	%
European Retail	$	105	$	108	-3	%
Direct Response / E-Commerce	$	39	$	37	6	%
Total	$	457	$	453	1	%

North American Retail same store sales increased 6% for the two-month period.  European Retail net sales in local currency, (British Pound Sterling), increased 4% and same store sales increased 1% for the two-month period.

ABOUT NBTY, INC.

NBTY is a leading global vertically integrated manufacturer, marketer and distributor of a broad line of high-quality, value-priced nutritional supplements in the United States and throughout the world. Under a number of NBTY and third party brands, the Company offers over 22,000 products, including products marketed by the Company’s Nature’s Bounty® (www.NaturesBounty.com), Vitamin World® www.VitaminWorld.com), Puritan’s Pride® (www.Puritan.com), Holland & Barrett® (www.HollandAndBarrett.com), Rexall® (www.Rexall.com), Sundown® (www.SundownNutrition.com), MET-Rx® (www.MetRX.com), Worldwide Sport Nutrition® (www.SportNutrition.com), American Health® (www.AmericanHealthUS.com), GNC (UK)® (www.GNC.co.uk), DeTuinen® (www.DeTuinen.nl), LeNaturiste™ (www.LeNaturiste.com), SISU® (www.SISU.com, Solgar® (www.Solgar.com), Good ‘n’ Natural® (www.goodnnatural.com), Home Health™ (www.homehealthus.com), Julian Graves, Ester-C® (www.Ester-C.com) and Natural Wealth (www.naturalwealth.com) brands. NBTY routinely posts information that may be important to investors on its web site.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger (the “Merger”) of NBTY, Inc. (the “Company”) with Alphabet Merger Sub, Inc., a wholly owned subsidiary of Alphabet Holding Company, Inc., the Company filed a definitive proxy statement and a form of proxy with the SEC on August 24, 2010 and the definitive proxy statement and a form of proxy were mailed to the stockholders of record of the Company as of August 23, 2010.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE THE DEFINITIVE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The Company’s stockholders will be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.  The Company’s stockholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to NBTY, Inc, Attn: General Counsel, 2100 Smithtown Avenue, Ronkonkoma, New York 11779, telephone: (631) 567-9500, or from the Company’s website, http://www.nbty.com.

PARTICIPANTS IN SOLICITATION

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the Merger.  Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on January 15, 2010.  Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the Merger, which may be different than those of the Company’s stockholders generally, by reading the definitive proxy statement, which was filed with the SEC on August 24, 2010 and other relevant documents regarding the Merger when filed with the SEC.