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):  October 1, 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 October 1, 2010, NBTY, Inc. issued a press release announcing the completion of the merger of NBTY, Inc. with an affiliate of The Carlyle Group.  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 October 1, 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).

2

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: October 4, 2010
	NBTY, INC.
	By:	/s/ Harvey Kamil
		Harvey Kamil
		President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

PRESS RELEASE: The Carlyle Group Completes Acquisition of NBTY, Inc. for $4 Billion

Dow Jones & Company, Inc. — October 1, 2010

The Carlyle Group Completes Acquisition of NBTY, Inc. for $4 Billion

NEW YORK and RONKONKOMA, N.Y., Oct. 1 /PRNewswire-FirstCall/ — Global alternative asset manager The Carlyle Group and NBTY, Inc., a leading global manufacturer and marketer of nutritional supplements, today announced that Carlyle has completed its $4 billion acquisition of NBTY.

Pursuant to the terms of the merger agreement, NBTY’s stockholders are entitled to receive $55.00 in cash, without interest, less any applicable withholding taxes, for each share of NBTY common stock owned by them. As a result of the merger, NBTY’s common stock will no longer be listed for trading on the New York Stock Exchange.

Stockholders of record will receive a letter of transmittal and instructions on how to surrender their shares of NBTY common stock in exchange for the merger consideration. Stockholders of record should wait to receive the letter of transmittal before surrendering their shares.

Equity capital for the transaction came from Carlyle Partners V, a $13.7 billion U.S. buyout fund, and Carlyle Europe Partners III, a euro 5.4 billion European buyout fund, and debt financing was provided by a syndicate of banks led by BofA Merrill Lynch, Barclays Capital and Credit Suisse.

BofA Merrill Lynch and Centerview Partners LLC served as financial advisors to NBTY, and Sullivan & Cromwell LLP served as legal advisor to NBTY. Barclays Capital and Credit Suisse served as financial advisors to Carlyle, and Latham & Watkins LLP served as Carlyle’s legal advisor.

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 25,000 products, including products marketed by the Company’s Nature’s Bounty(R) (www.NaturesBounty.com), Vitamin World(R) (www.VitaminWorld.com), Puritan’s Pride(R) (www.Puritan.com), Holland & Barrett(R)

(www.HollandAndBarrett.com), Rexall(R) (www.Rexall.com), Sundown(R) (www.SundownNutrition.com), MET-Rx(R) (www.MetRX.com), Worldwide Sport Nutrition(R) (www.SportNutrition.com), American Health(R) (www.AmericanHealthUS.com), GNC (UK)(R) (www.GNC.co.uk), DeTuinen(R) (www.DeTuinen.nl), LeNaturiste(TM) (www.LeNaturiste.com), SISU(R) (www.SISU.com), Solgar(R) (www.Solgar.com), Good ‘n’ Natural(R) (www.goodnnatural.com), Home Health(TM) (www.homehealthus.com), Julian Graves, Ester-C(R) (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.

About The Carlyle Group

The Carlyle Group is a global alternative asset manager with $90.6 billion of assets under management committed to 66 funds as of June 30, 2010. Carlyle invests across three asset classes — private equity, real estate and credit alternatives — in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $61.2 billion of equity in 983 transactions. The Carlyle Group employs more than 880 people in 19 countries. In the aggregate, Carlyle portfolio companies have more than $84 billion in revenue and employ more than 398,000 people around the world. www.carlyle.com

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

SOURCE NBTY, Inc.

CONTACT: Harvey Kamil, President & Chief Financial Officer, NBTY, Inc.; or Carl Hymans, G.S. Schwartz & Co., +1-212-725-4500, carlh@schwartz.com Web site: http://www.nbty.com

END Dow Jones Newswires

10-01-10 0924ET