Sec Form 13D Filing - Vintage Capital Management LLC filing for Vitamin Shoppe Inc. (VSI) - 2019-08-08

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Vitamin Shoppe, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92848E101

(CUSIP Number)

Vintage Capital Management, LLC

4705 S. Apopka Vineland Road, Suite 206

Orlando, FL 32819

(407) 909-8015

With a copy to:

Russell Leaf, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099 (212) 728−8000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 7, 2019

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 92848E101		13D	Page 2 of 6
(1) NAMES OF REPORTING PERSONS Vintage Capital Management, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ¨ (b)  ¨
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (see instructions) OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	0 shares
	(8) SHARED VOTING POWER
	3,587,255 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	3,587,255 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,587,255 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.91%*
(14) TYPE OF REPORTING PERSON (see instructions) OO

 

^* Percentage calculated based on 24,062,784 shares of common stock, par value $0.01 per share, outstanding as of August 5, 2019, as reported in the Mer ger Agreement (as defined below).

 

CUSIP No. 92848E101		13D	Page 3 of 6
(1) NAMES OF REPORTING PERSONS Kahn Capital Management, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ¨ (b)  ¨
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (see instructions) OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	0 shares
	(8) SHARED VOTING POWER
	3,587,255 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	3,587,255 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,587,255 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.91%*
(14) TYPE OF REPORTING PERSON (see instructions) OO

 

^* Percentage calculated based on 24,062,784 shares of common stock, par value $0.01 per share, outstanding as of August 5, 2019, as reported in the Merger Agreement (as defined below).

 

CUSIP No. 92848E101		13D	Page 4 of 6
(1) NAMES OF REPORTING PERSONS Brian R. Kahn
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ¨ (b)  ¨
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (see instructions) OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	0 shares
	(8) SHARED VOTING POWER
	3,587,255 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	3,587,255 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,587,255 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.91%*
(14) TYPE OF REPORTING PERSON (see instructions) IN

 

^* Percentage calculated based on 24,062,784 shares of common stock, par value $0.01 per share, outstanding as of August 5, 2019, as reported in the Merger Agreement (as defined below).

 

Explanatory Note

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on April 24, 2018 (the “Schedule 13D”) by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

 

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

  

On August 7, 2019, the Issuer entered into that certain Agreement and Plan of Merger by and among the Issuer, Liberty Tax, Inc. (“Liberty Tax”) and the subsidiary of Liberty Tax named therein (the “Merger Agreement”), pursuant to which Liberty Tax or a direct or indirect subsidiary thereof has agreed to acquire, through a merger, 100% of the outstanding capital stock of the Issuer. In connection with the Merger Agreement, (i) Tributum, L.P. (“Tributum”), an investment vehicle managed by Vintage Capital, entered into an equity commitment letter with Liberty Tax pursuant to which, and subject to the terms and conditions set forth therein, among other things, Tributum committed to provide $70 million in financing through the purchase, directly or indirectly, of shares of common stock of Liberty Tax at a price of $12.00 per share (the “Equity Commitment Letter”), and (ii) certain affiliates of Vintage Capital entered into a voting agreement with the Issuer pursuant to which, and subject to the terms and conditions set forth therein, among other things, such affiliates of Vintage Capital have agreed to vote all shares of Common Stock owned thereby in favor of the transactions contemplated by the Merger Agreement (the “Voting Agreement”).

 

The foregoing descriptions of the Equity Commitment Letter and the Voting Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Equity Commitment Letter and Voting Agreement, copies of which are attached as Exhibits 4 and 5 hereto, respectively, and are incorporated herein by reference.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

 

All information included in Item 4 is incorporated herein by reference.

 

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

 

4.

Equity Commitment Letter (incorporated by reference to Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on August 8, 2019 in respect of the shares of common stock of Liberty Tax, Inc. that may be deemed to be beneficially owned thereby)

 

5.

Voting Agreement

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

August 8, 2019

 

 

	VINTAGE CAPITAL MANAGEMENT, LLC
	By:		/s/ Brian Kahn
			Name: Brian R. Kahn
			Title: Manager
	KAHN CAPITAL MANAGEMENT, LLC
	By:		/s/ Brian Kahn
			Name: Brian R. Kahn
			Title: Manager
	/s/ Brian R. K ahn
	Name: Brian R. Kahn