-----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, RyD0n9M8RUfsnv51Gd9jA2z8es8tLV3JGmpteyr++0ki/4xlXLDQas9XVWHa9+TJ bk6WJ/xdj1o69nG40JGnPw== 0001042910-00-000773.txt : 20000511 0001042910-00-000773.hdr.sgml : 20000511 ACCESSION NUMBER: 0001042910-00-000773 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000430 ITEM INFORMATION: FILED AS OF DATE: 20000510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REXALL SUNDOWN INC CENTRAL INDEX KEY: 0000901620 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 591688986 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21884 FILM NUMBER: 624284 BUSINESS ADDRESS: STREET 1: 6111 BROKEN SOUND PARKWAY N W CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 5612419400 MAIL ADDRESS: STREET 1: 6111 BROKEN SOUND PARKWAY NW CITY: BOCA RATON STATE: FL ZIP: 33487 8-K 1 CURRENT REPORT 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) April 30, 2000 -------------- Commission File Number 0-21884 REXALL SUNDOWN, INC. -------------------- (Exact Name of Registrant as Specified in its Charter) FLORIDA 59-1688986 ------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 6111 Broken Sound Parkway, NW, Boca Raton, Florida 33487 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (561) 241-9400 -------------- N/A --------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets ------------------------------------ On April 30, 2000, Rexall Sundown, Inc., a Florida corporation (the "Company"), Koninklijke Numico N.V., a company organized under the laws of the Netherlands ("Numico") and Nutricia Investment Corp., a Florida corporation and indirect wholly owned subsidiary of Numico (the "Purchaser"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Purchase Agreement provides for, among other things, (i) the Purchaser to purchase all the outstanding shares of common stock, $.01 per share, of the Company at a price of $24.00, net to seller in cash, without interest, upon the terms and subject to the conditions of the Offer to Purchase dated as of May 5, 2000, as supplemented from time to time (the "Offer to Purchase") and (ii) the subsequent merger of the Purchaser with and into the Company. On April 30, 2000, the Company, Numico, the Purchaser and certain executive officers and shareholders of the Company (the "Shareholders") who, in the aggregate hold more than 50% of the Company's issued and outstanding shares of common stock, entered into a Shareholder Agreement (the "Shareholder Agreement") pursuant to which the Shareholders have agreed to tender all of their shares into the Numico tender offer and have granted Numico an option and proxy on such shares. The Merger Agreement, the Shareholder Agreement, the Offer to Purchase, and the Company's Schedule 14D-9 related thereto are filed hereto as Exhibits 2.1, 20.1, 20.2 and 20.3, respectively, and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REXALL SUNDOWN, INC. Date: May 10, 2000 /s/ Damon DeSantis ------------------ Name: Damon DeSantis Title: President and Chief Executive Officer 2
Exhibit Index Exhibit No. Exhibit - ----------- ------- 2.1 Agreement and Plan of Merger dated as of April 30, 2000 (incorporated by reference to Exhibit (d)(1) to the Tender Offer Statement on Schedule TO filed on May 5, 2000 by Numico and the Purchaser). 20.1 Shareholder Agreement dated as of April 30, 2000 (incorporated by reference to Exhibit (d)(2) to the Tender Offer Statement on Schedule TO filed on May 5, 2000 by Numico and the Purchaser). 20.2 Offer to Purchase dated as of May 5, 2000 (incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule TO filed on May 5, 2000 by Numico and the Purchaser). 20.3 Solicitation/Recommendation Statement on Schedule 14D-9 filed on May 5, 2000 by the Company (incorporated by reference herein). 20.4 Text of Press Release dated May 1, 2000 (incorporated by reference to Exhibit (a)(6) to the Tender Offer Statement on Schedule TO filed on May 5, 2000 by Numico and the Purchaser. 20.5 Text of Press Release dated May 5, 2000 (incorporated by reference to Exhibit (a)(9) to the Tender Offer Statement on Schedule TO filed on May 5, 2000 by Numico and the Purchaser. 20.6 Letter to Shareholders of the Company dated May 5, 2000 (incorporated by reference to Exhibit (a)(3) to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on May 5, 2000.
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