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Vintage Capital Management LLC, et al. – ‘SC 13D/A’ on 8/8/19 re: Vitamin Shoppe, Inc.

On:  Thursday, 8/8/19, at 8:29am ET   ·   Accession #:  1144204-19-38389   ·   File #:  5-85153

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/08/19  Vintage Capital Management LLC    SC 13D/A               2:86K  Vitamin Shoppe, Inc.              Toppan Vintage/FA
          Brian R. Kahn
          Kahn Capital Management, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Statement of Acquisition of            HTML     31K 
                Beneficial Ownership by a Non-Passive Investor                   
 2: EX-99.5     Exhibit 5                                           HTML     28K 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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).

^* 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).

^* 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).

^* 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 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 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 of the Schedule 13D is hereby amended and supplemented to include the following:

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

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		8/8/19		8-K
		8/7/19
		8/5/19
		4/24/18		3,  4,  8-K,  8-K/A,  SC 13D,  SC 13D/A
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Filing Submission 0001144204-19-038389   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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