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SHF > SEC Filings for SHF > Form 8-K on 27-Nov-2012All Recent SEC Filings




Change in Directors or Principal Officers, Financial Stateme

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

On November 27, 2012, Schiff Nutrition International, Inc. (the "Company") entered into amended and restated transaction bonus agreements with each of Tarang Amin, Scott Milsten and Jennifer Steeves-Kiss, pursuant to which the Company will pay to each such executive officer a lump-sum cash bonus of $5,000,000, $450,000 and $450,000, respectively, if (i) the initial acceptance (the "Offer Acceptance Date") by Ascot Acquisition Corp., a Delaware corporation ("Merger Sub"), a wholly-owned subsidiary of Reckitt Benckiser LLC, a Delaware limited liability company ("Parent"), a wholly-owned subsidiary of Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales ("Ultimate Parent"), of Company shares tendered pursuant to the pending tender offer ("Offer") by Merger Sub as contemplated by the Agreement and Plan of Merger dated November 21, 2012 by and among Parent, Merger Sub, the Company and, for limited purposes described therein, Ultimate Parent, occurs on or before December 31, 2012 and (ii) such executive officer remains employed by the Company on the Offer Acceptance Date, or has been terminated by the Company without Cause (as defined in each executive officer's employment agreement) prior thereto. A form of the amended and restated transaction bonus agreement is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  No.        Description

10.1         Form of Amended and Restated Transaction Bonus Agreement by and
             between Schiff Nutrition International, Inc. and each of Tarang Amin,
             Scott Milsten and Jennifer Steeves-Kiss.

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