UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

~~Form~~FORM 8-K

~~Current Report~~ CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of Report (Date of earliest event reported): ~~September 23~~November 6, 2019

~~VITAMIN~~Vitamin ~~SHOPPE~~Shoppe, ~~INC~~Inc.(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)



Delaware		11-3664322
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Delaware		001-34507		11-3664322
(State or other jurisdiction ofincorporation or organization)		(CommissionFile Number)		(I.R.S. EmployerIdentification Number)

001-34507

(Commission File Number)

300 Harmon Meadow Blvd.

Secaucus, New Jersey 07094

(~~Address~~Addresses of ~~principal~~Principal ~~executive~~Executive ~~office)~~Offices, including Zip Code)

~~Registrant’s telephone number, including area code:~~ (201) 868-5959

~~N/A~~(Registrant’s Telephone Number, Including Area Code)

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered		~~Name of each exchangeon which registered~~
Common Stock, $0.01 par value per share	VSI	~~VSI~~The New York Stock Exchange		~~The New York Stock Exchange~~

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:

¨ 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~~ITEM 2.0102 RESULTS ~~Other~~OF ~~Events.~~OPERATIONS & FINANCIAL CONDITIONS

AsOn ~~previously~~November ~~disclosed on September 9~~6, 2019, Vitamin Shoppe, Inc. ~~(the~~issued ~~“Company”) received an acquisition proposal to acquire the Company from~~ a ~~third~~press ~~party~~release ~~(the~~containing ~~“Bidder”)~~its ~~during~~preliminary ~~the “go-shop” period~~unaudited ~~contemplated~~financial byresults ~~the~~for ~~terms~~its offiscal ~~the~~third ~~previously~~quarter ~~announced~~ended ~~merger~~September ~~agreement by and among the Company~~28, ~~Franchise~~ ~~Group, Inc~~2019. ~~(formerly~~A ~~known~~copy ~~as Liberty Tax, Inc.) (“Franchise Group”) and Valor Acquisition, LLC. On September 23, 2019, in light~~ of the ~~failure~~press ofrelease ~~the~~is ~~Bidder~~attached tohereto ~~obtain committed financing, the Company determined to cease negotiations with the Bidder~~ as ~~of such date~~Exhibit 99. 1.

~~Neither~~ITEM 9.01 FINANCIAL ~~the~~STATEMENTS ~~Board~~AND of Directors of the Company nor the Special Committee of the Board of Directors of the Company has changed its recommendation in favor of the Company’s pending merger with Franchise Group and each expressly reaffirms its recommendation in favor of the pending merger with Franchise Group. EXHIBITS

~~Information~~(d) ~~Additional and Where to Find It~~ Exhibits.

~~In connection~~Exhibit ~~with the proposed transaction, the Company intends to file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents~~No. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction99.1 ~~BEFORE~~Earnings ~~MAKING~~release ~~ANY~~issued VOTING DECISION, COMPANY STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS ENTIRETY, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a copy of the proxy statement and other documents filed by ~~the~~Vitamin ~~Company with the SEC (when available) free of charge at the SEC’s website~~Shoppe, ~~http://www~~Inc.~~sec.gov~~, ~~and~~dated ~~the Company’s~~November ~~website~~6, ~~http://investors~~2019.~~vitaminshoppe.com.~~

~~Certain~~This ~~Information~~Form ~~Regarding~~8-K ~~Participants~~and the attached Exhibit are furnished to comply with Item 2.02, and Item 9.01 of Form 8-K. Neither this Form 8-K nor the attached Exhibit are to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall this Form 8-K nor the attached Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 (except as shall be expressly set forth by specific reference in such filing).

The Company and its directors and certain executive officers and employees may be deemed to be participants in the solicitation of proxies from the holders of Company common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the year ended December 29, 2018, filed with the SEC on February 26, 2018 and proxy statement for its 2019 annual meeting of stockholders, filed with the SEC on April 25, 2019. Additional information regarding potential participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant documents to be filed by the Company with the SEC in respect of the proposed transaction when they become available.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, those that contain, or are identified by, words such as “outlook”, “guidance”, “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “predicts”, “intends”, “plans”, “estimates”, “anticipates”, “could” or the negative version of these words or other comparable words. Forward-looking statements may include, but are not limited to, statements relating to the proposed transaction with Franchise Group. These statements are subject to various risks and uncertainties, many of which are outside our control, including, among others, the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock; risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain the requisite stockholder approval of the proposed transaction or required regulatory approvals or the failure to satisfy any of the other conditions to the completion of the proposed transaction; the effect of the announcement or pendency of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, partners and others with whom it does business, or on its operating results and business

generally; risks associated with the diversion of management’s attention from ongoing business operations due to the proposed transaction; legal proceedings related to the proposed transaction; uncertainties as to Franchise Group’s ability to obtain financing in order to consummate the proposed transaction; and costs, charges or expenses resulting from the proposed transaction. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement. Additional factors that could cause actual results to differ materially from forward-looking statements include the strength of the economy; changes in the overall level of consumer spending; the performance of the Company’s products within the prevailing retail environment; implementation of our strategy; compliance with regulations, certifications and best practices with respect to the development, manufacture, sale and marketing of the Company’s products; management changes; maintaining appropriate levels of inventory; changes in tax policy; ecommerce relationships; disruptions of manufacturing, warehouse or distribution facilities or information systems; regulatory environment and other specific factors discussed herein and in other SEC filings by the Company (including the Company’s reports on Forms 10-K and 10-Q filed with the SEC). The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes with certainty and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made and the Company undertakes no obligation to update these statements in light of subsequent events or developments.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			VITAMIN SHOPPE, INC.
	Vitamin Shoppe, Inc.
Date: September 23, 2019			By:		/s/ David M. Kastin
Date: November 6, 2019	By:	/s/ Charles D. Knight
		Name:	~~Name:~~	Charles D. Knight	~~David M. Kastin~~
		Title:	~~Title:~~	EVP and Chief Financial Officer	~~Senior Vice President, General Counsel and Corporate Secretary~~

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