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): June 4, 2018
Vitamin Shoppe, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34507 | 11-3664322 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300 Harmon Meadow Blvd.
Secaucus, New Jersey 07094
(Address of Principal Executive Offices, including Zip Code)
(201) 868-5959
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 8.01. Other Events.
On June 5, 2018, Vitamin Shoppe, Inc. (the “Company”) will settle the repurchase of approximately $30 million in aggregate principal amount of its 2.25% Convertible Senior Notes due December 2020 (the “Convertible Notes”) for an aggregate purchase price of $23.1 million, which includes accrued interest. The repurchase was funded through borrowings under the Company’s revolving credit agreement.
In connection with the repurchase of Convertible Notes, the number of call options on the Company’s shares of common stock purchased by the Company, and the number of warrants on the Company’s shares sold by the Company, in transactions originally entered into with Bank of America, N.A. and JPMorgan Chase Bank, National Association in connection with the issuance of the Convertible Notes, were reduced in ratable proportion to the face amount of Convertible Notes that were repurchased.
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.
| VITAMIN SHOPPE, INC. | ||||||||
| Date: June 4, 2018 | By: | /s/ David M. Kastin | ||||||
| Name: | David M. Kastin | |||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||