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):  August 19, 2014

NBTY, Inc.

 (Exact name of registrant as specified in charter)

333-172973

(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):

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 5.02.Department of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 19, 2014, NBTY, Inc. (the “Company”) announced that its board of directors (the “Board”) has accepted the resignation of Jeff Nagel from his position as Chief Executive Officer of the Company, as a member of the Board and as a member of the Board’s Executive Committee, effective September 8, 2014. The Company also announced the appointment of Steven Cahillane as its Chief Executive Officer and President, member of the Board and member of the Board’s Executive Committee, effective September 8, 2014.

Mr. Cahillane, 49, served as President of various Coca-Cola operating groups from 2007 to 2012.  In 2013, he was promoted to President of the Coca-Cola Americas operating segment.  Mr. Cahillane received his bachelor’s degree from Northwestern University and his masters of business administration from Harvard University.

Under the terms of his employment agreement with Alphabet Holding Company, Inc. (“Holdings”) and the Company, a wholly-owned subsidiary of Holdings, effective September 8, 2014, Mr. Cahillane will serve as Chief Executive Officer and President of the Company and Holdings.  He will receive an annual base salary of $850,000 and, beginning with the fiscal year ending September 30, 2015, will be eligible to receive an annual performance-based bonus targeted at 100% of his annual base salary (i.e., $850,000), subject to adjustments for under- or over-performance ranging from 50% to 200% of his annual base salary, as determined by Holdings’ board of directors.  In addition, in connection with entering into his employment agreement, Mr. Cahillane will receive a stock option award to purchase 50,000 shares of common stock of Holdings at an exercise price equal to the stock’s fair market value on the grant date, which grant will be subject to certain vesting provisions.  Mr. Cahillane is also entitled to the reimbursement of up to $20,000 in legal fees and expenses incurred in connection with the negotiation of the employment agreement.

If Mr. Cahillane’s employment is terminated by the Company or Holdings without “cause,” by Mr. Cahillane for “good reason” (each as defined in the employment agreement), due to non-extension of the term by the Company or Holdings, or due to his death or disability, then, subject to Mr. Cahillane’s (or, in the event of his death or disability, his eligible representative’s) timely execution of a general release of claims against the Company and Holdings, he will be entitled to receive an amount equal to his annual base salary, payable over a one-year period following his termination, and a pro-rata bonus, provided that his termination occurs after April 1st of the applicable fiscal year.

The employment agreement contains customary confidentiality provisions and non-solicitation and non-competition terms applicable to Mr. Cahillane that survive for a period of one year following termination of his employment with the Company or Holdings.  The employment agreement has an initial five-year term.  The term of the employment agreement will be extended automatically for successive one-year periods thereafter unless either party delivers notice of non-renewal to the other no later than 60 days before the end of the applicable term.

Item 7.01.Regulation FD Disclosure

On August 19, 2014, the Company announced the appointment of Steven Cahillane as its Chief Executive Officer and President, member of the Board and member of the Board’s Executive Committee, effective September 8, 2014.  Additional details are discussed in the associated press release, a copy of which is attached as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

Exhibit No.
99.1	Press release dated August 19, 2014.

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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.

Date:  August 19, 2014

NBTY, Inc.
By:	/s/ Christopher Brennan
	Christopher Brennan
	Senior Vice President, General Counsel

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EX-99.1

Exhibit 99.1

News Release

For Immediate Release

August 19, 2014

NBTY Names Steven Cahillane Chief Executive Officer

Former Coca-Cola Senior Executive Has 25-Year Track Record

of Building and Growing Consumer Brands

Ronkonkoma, NY — NBTY, Inc., a global manufacturer, marketer, distributor and retailer of vitamins and nutritional supplements, today named Steven Cahillane Chief Executive Officer.  A 25-year consumer goods industry veteran, Mr. Cahillane comes to NBTY from Coca-Cola, where he led the successful integration of Coca-Cola Enterprises’ North American bottling operation and drove significant market share gains as President of Coca-Cola Americas.  Mr. Cahillane, who succeeds Jeff Nagel, begins his new role on September 8th.  NBTY is a portfolio company of The Carlyle Group.

“Steve has an exceptional track record of building brands and delivering shareholder value in consumer goods industries,” said Sandra Horbach, Chairman of the Board of NBTY and Head of The Carlyle Group’s consumer-retail team.  “Steve is an experienced and thoughtful executive who will lead NBTY to the next level of market penetration and financial success.”

Mr. Cahillane said, “NBTY has a great team, an array of strong products and significant growth potential.  They are the market leader in a dynamic and important industry, and I am excited to build upon NBTY’s reputation for quality, innovation and exceptional service.”

“We appreciate the job that CEO Jeff Nagel has accomplished in positioning NBTY well for the future, and we wish him the best as he transitions to a new career opportunity,” said Ms. Horbach.

“I wish Steve much success in his new role,” said Jeff Nagel.  “I am grateful for my four years working with outstanding NBTY Associates and Carlyle’s highly collaborative and talented professionals, and I look forward to new challenges and opportunities.”

Prior to becoming President of Coca-Cola Americas in 2013, Mr. Cahillane was President and CEO of Coca-Cola Refreshments and President of Coca-Cola Enterprises for North America and Europe. Before joining Coca-Cola in 2007, Mr. Cahillane held several senior roles at InBev (now

AB Inbev), including Chief Commercial Officer, CEO of Interbrew U.K. and CEO of Labatt USA. Mr. Cahillane previously held positions with Coors Distributing Company, State Street Brewing Company and E&J Gallo Winery.

Mr. Cahillane, 49, earned his BA from Northwestern University and his MBA from Harvard University.  He serves on several corporate and philanthropic boards and is an avid marathon runner.

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About NBTY

NBTY has enriched the lives of consumers around the world by introducing innovative products and solutions to the health and wellness marketplace for more than 40 years. Our ongoing mission to deliver the highest quality nutritional supplements and wellness products has resulted in an extensive portfolio of well-known and trusted brands, including Nature’s Bounty®, Sundown Naturals®, Osteo Bi-Flex®, Solgar ®, Balance Bar®, MET-Rx®, Pure Protein®, Body Fortress®, Puritan’s Pride®, Vitamin World®, Holland & Barrett®, De Tuinen® and many others. As a leading global manufacturer, marketer, distributor and retailer of more than 20,000 vitamins and nutritional supplements, NBTY is committed to supporting wellness by creating products that consumers want and making them easily available anywhere they shop. Learn more about our wellness vision and industry-leading products at www.nbty.com

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $203 billion of assets under management across 126 funds and 139 fund of funds vehicles as of June 30, 2014. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments — Corporate Private Equity, Real Assets, Global Market Strategies and Solutions — in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,600 people in 40 offices across six continents.

Web: www.carlyle.com

Videos: http://www.carlyle.com/news-room/corporate-videos_new

Tweets: www.twitter.com/onecarlyle

Podcasts: www.carlyle.com/about-carlyle/market-commentary

Contact:

NBTY:

Andrea Staub: +1 (631) 200-7459

andreastaub@nbty.com

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