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 7~~July 20, 2017

NUTRACEUTICAL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-23731		87-0515089
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1400 Kearns Boulevard, 2nd Floor Park City, Utah		84060
(Address of principal executive officer)		(Zip code)

(435) 655-6106

(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:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐o 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 ☐o

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. ☐ o

Item 8.01. Other Events.

OnAs ~~June~~previously 7announced, ~~2017,~~on ~~the U.S. Federal Trade Commission granted early termination~~May 21, ~~effective immediately~~2017, ofNutraceutical ~~the~~International ~~applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~Corporation, asa ~~amended,~~Delaware ~~for~~corporation ~~the pending acquisition of Nutraceutical International Corporation~~ (“Nutraceutical” or the “Company”), by Nutrition Parent, LLC, a Delaware limited liability company (“Parent”), and Nutrition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), ~~pursuant~~entered tointo ~~the~~an Agreement and Plan of Merger (the “Merger Agreement”), ~~dated as of May 21, 2017, among the Company, Parent and Merger Sub,~~ pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

~~The~~Pursuant ~~completion~~to the terms of the Merger ~~remains~~Agreement, ~~subject~~during tothe 60-day period (the ~~satisfaction~~“Go-Shop orPeriod”) ~~waiver~~beginning on the date of ~~certain~~the ~~other~~Merger ~~customary~~Agreement ~~conditions,~~and ~~including,~~continuing ~~among~~until ~~others~~12:00 ~~(i)~~p.m., Eastern time on July 20, 2017, the ~~adoption~~Company ofwas permitted to solicit, initiate or encourage any alternative acquisition proposal and engage in, enter into, continue or otherwise participate in any discussions or negotiations with respect to any alternative acquisition proposal. During the ~~Merger~~Go-Shop ~~Agreement~~Period, bythe Company, with the assistance of Peter J. Solomon Company, the Company’s ~~stockholders~~financial advisor, engaged in active and extensive solicitation of 71 potential bidders (iicomprising 27 potential strategic buyers and 44 potential financial sponsors) , which resulted in eight potential bidders each negotiating and entering into a confidentiality agreement with the ~~absence~~Company. Nutraceutical ofdid not receive any ~~law~~alternative oracquisition ~~order~~proposals ~~restraining~~during the Go-Shop Period, ~~enjoining~~including orfrom ~~otherwise~~any ~~prohibiting~~of the ~~Merger,~~eight parties that entered into confidentiality agreements and ~~(iii) the~~subsequently ~~absence~~confirmed ofthey awere ~~Company~~not ~~material~~interested ~~adverse~~in ~~effect~~pursuing an acquisition of the Company.

~~Additional~~Beginning ~~Information~~at 12:00 p.m., Eastern time on July 20, 2017 and ~~Where~~in accordance with the terms of the Merger Agreement, the Company ceased all such activities and became subject to ~~Find~~customary It“no-shop” restrictions on its ability to solicit acquisition proposals from third parties or to provide information to and engage in discussions with a third party in relation to an alternative acquisition proposal, subject to certain customary exceptions to permit the Company’s Board of Directors to comply with its fiduciary duties.

~~This~~Additional ~~filing~~Information ~~may~~and beWhere ~~deemed solicitation material in respect of the proposed acquisition of the Company by Parent. In connection with the Merger, the Company plans~~ to ~~file~~Find with the Securities and Exchange Commission and furnish its stockholders a proxy statement. Additionally, the Company will file other relevant materials with the Securities and Exchange Commission in connection with the proposed transaction.It

~~The~~This ~~materials~~filing tomay be ~~filed~~deemed bysolicitation ~~the~~material ~~Company~~in ~~with~~respect of the ~~Securities~~proposed ~~and~~acquisition ~~Exchange Commission may be obtained free~~ of ~~charge at~~ the ~~Securities~~Company ~~and~~by ~~Exchange Commission’s web site at www~~Parent.~~sec.gov.~~ In ~~addition,~~connection ~~stockholders~~with ~~also~~the ~~may~~Merger, ~~obtain~~the ~~free~~Company ~~copies~~filed ofa ~~the~~preliminary proxy statement ~~from~~on ~~the~~Schedule ~~Company~~14A bywith ~~contacting~~the ~~Nutraceutical~~Securities ~~Investor~~and ~~Relations~~Exchange atCommission ~~1400~~(the ~~Kearns~~“SEC”) ~~Blvd.,~~on ~~2nd Floor~~June 20, ~~Park~~2017 ~~City,~~and ~~UT 84060,~~Amendment ~~telephone~~No. 1 ~~number~~to ~~(435)~~the ~~655-6106~~preliminary orproxy ~~investor@nutraceutical.com. INVESTORS~~statement ~~AND~~on ~~STOCKHOLDERS~~Schedule OF14A ~~THE~~with ~~COMPANY~~the ~~ARE~~SEC ~~URGED~~on TOJuly 12, ~~READ~~2017. ~~THE~~Promptly ~~PROXY~~after ~~STATEMENT~~filing ~~AND~~its ~~THE~~definitive ~~OTHER~~proxy ~~RELEVANT~~statement ~~MATERIALS~~(the ~~WHEN~~“proxy ~~THEY~~statement”) ~~BECOME~~with ~~AVAILABLE~~the ~~BEFORE~~SEC, ~~MAKING~~the ~~ANY~~Company ~~VOTING~~will ORfurnish ~~INVESTMENT~~to ~~DECISION~~its ~~WITH~~stockholders ~~RESPECT~~the TOproxy ~~THE~~statement. Additionally, ~~PROPOSED~~the ~~MERGER~~Company ~~BECAUSE~~will ~~THEY~~file ~~WILL~~other ~~CONTAIN~~relevant ~~IMPORTANT~~materials ~~INFORMATION~~with ~~ABOUT~~the ~~THE~~SEC ~~MERGER~~in ~~AND~~connection ~~THE~~with ~~PARTIES~~the TOproposed ~~THE MERGER~~transaction.

~~Participants~~The inmaterials to be filed by the ~~Solicitation~~Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, stockholders also may obtain free copies of the proxy statement from the Company by contacting Nutraceutical Investor Relations at 1400 Kearns Blvd., 2nd Floor, Park City, UT 84060, telephone number (435) 655-6106 or investor@nutraceutical.com. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.

~~The~~Participants ~~Company and its directors, executive officers and other members of management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants~~ in the solicitation of proxies of the Company’s stockholders in connection with the proposed Merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2017 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the Merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2017 annual meeting of stockholders.Solicitation

~~Forward~~The ~~Looking~~Company ~~Statements~~and its directors, executive officers and other members of management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed Merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2017 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the SEC in connection with the Merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the Merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2017 annual meeting of stockholders.

Any statements in this current report on Form 8-K about future events or future results, the expected timing of the completion of the proposed Merger and the ability to complete the proposed Merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The actual results of the Merger could vary materially as a result of a number of factors, including, but not limited to: (i) the possibility that competing offers will be made; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; and (iii) the inability to complete the proposed Merger due to the failure to obtain stockholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger. Other factors that may cause actual results to differ materially include those set forth in the reports that Nutraceutical files from time to time with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended September 30, 2016 and quarterly and current reports on Forms 10-Q and 8-K. These forward-looking statements reflect Nutraceutical’s expectations as of the date of this Form 8-K. Nutraceutical undertakes no obligation to update the information provided herein. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.2

~~SIGNATURE~~Forward Looking Statements

~~Pursuant~~Any statements in this current report on Form 8-K about future events or future results, the expected timing of the completion of the proposed Merger and the ability to complete the ~~requirements~~proposed Merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities ~~Exchange~~Litigation Reform Act of ~~1934,~~1995. The actual results of the ~~Registrant~~Merger ~~has~~could ~~duly~~vary ~~caused~~materially ~~this~~as ~~report~~a result of a number of factors, including, but not limited to: (i) the possibility that competing offers will be ~~signed~~made; on(ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; and (iii) the inability to complete the proposed Merger due to the failure to obtain stockholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger. Other factors that may cause actual results to differ materially include those set forth in the reports that Nutraceutical files from time to time with the SEC, including its ~~behalf~~annual byreport on Form 10-K for the ~~undersigned~~year ~~hereunto~~ended ~~duly~~September 30, ~~authorized~~2016 and quarterly and current reports on Forms 10-Q and 8-K. These forward-looking statements reflect Nutraceutical’s expectations as of the date of this Form 8-K. Nutraceutical undertakes no obligation to update the information provided herein. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

~~Dated: June 9, 2017~~3

~~NUTRACEUTICAL INTERNATIONAL CORPORATION By: /s/ Cory J. McQueen Name: Cory J. McQueen Title: Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)~~SIGNATURE

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.

Dated: July 20, 2017

	NUTRACEUTICAL INTERNATIONAL CORPORATION


	By:	/s/ Cory J. McQueen
	Name:	Cory J. McQueen
	Title:	Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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