Mga Batayang Estadistika
| CIK | 1401688 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vitacost.com, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 2, 2015 |
VITC / Vitacost.com, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment 13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 28, 2014 |
VITC / Vitacost.com, Inc. 15-12B - - 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34468 VITACOST.COM, INC. (Exact name of registrant as specified i |
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| August 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Vitacost.com, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 92847A20 0 (CUSIP Number) Great Hill Partners, LP Attn: Laurie T. Gerber One Liberty Square, Boston, MA 02109 (617) 790-9430 (Name, Address and |
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| August 19, 2014 |
VITC / Vitacost.com, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Vitacost.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92847A200 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive |
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| August 18, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VITACOST.COM, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VITACOST.COM, INC. FIRST: The name of the Corporation is Vitacost.com, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of process in t |
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| August 18, 2014 |
EX-99.(a)(5)(H) Exhibit (a)(5)(h) Kroger Completes Merger with eCommmerce Retailer Vitacost.com CINCINNATI, OH and BOCA RATON, FL – August 18, 2014 – The Kroger Co. (NYSE: KR) and Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of healthy living products, today announced the successful completion of Kroger’s tender offer to purchase all outstanding shares of common stock of Vitacost.c |
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| August 18, 2014 |
VITC / Vitacost.com, Inc. S-8 POS - - FORM S-8 POS Form S-8 POS As filed with the Securities and Exchange Commission on August 18, 2014 Registration No. |
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| August 18, 2014 |
VITC / Vitacost.com, Inc. / KROGER CO - FORM SC TO-T/A Form SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) VITACOST.COM, INC. (Name of Subject Company (Issuer)) VIGOR ACQUISITION CORP. (Offeror) a wholly-owned direct subsidiary of THE KROGER CO. (Direct Parent of Offeror) (Names of Filing Per |
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| August 18, 2014 |
AMENDED AND RESTATED VITACOST.COM, INC. (a Delaware corporation) ARTICLE I EX-3.2 3 d775916dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF VITACOST.COM, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State o |
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| August 18, 2014 |
VITC / Vitacost.com, Inc. S-8 POS - - FORM S-8 POS As filed with the Securities and Exchange Commission on August 18, 2014 Registration No. |
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| August 18, 2014 |
VITC / Vitacost.com, Inc. SC 14D9/A - - FORM SC 14D9/A Form SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) VITACOST.COM, INC. (Name of Subject Company) VITACOST.COM, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Nu |
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| August 18, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 18, 2014 Vitacost. |
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| August 13, 2014 |
KR / Kroger Co. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) VITACOST.COM, INC. (Name of Subject Company (Issuer)) VIGOR ACQUISITION CORP. (Offeror) a wholly-owned direct subsidiary of THE KROGER CO. (Direct Parent of Offeror) (Names of Filing Persons) |
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| August 13, 2014 |
VITC / Vitacost.com, Inc. SC 14D9/A - - SC 14D9/A SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) VITACOST.COM, INC. (Name of Subject Company) VITACOST.COM, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Number |
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| August 8, 2014 |
VITC / Vitacost.com, Inc. SC 14D9/A - - SC 14D9/A SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) VITACOST.COM, INC. (Name of Subject Company) VITACOST.COM, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Number |
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| August 7, 2014 |
Exhibit 99.2 EXECUTION COPY TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). WHEREAS, as a condition and inducement to Parent’s and Acqui |
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| August 7, 2014 |
EX-99.3 3 sc130814jhhex99iiivitacost.htm TENDER AND SUPPORT AGREEMENT, DATED AS OF JULY 1, 2014, BY AND AMONG THE KROGER CO., VIGOR ACQUISITION CORP. AND JHH CAPITAL, LLC. Exhibit 99.3 EXECUTION COPY TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corpor |
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| August 7, 2014 |
VITC / Vitacost.com, Inc. / JHH CAPITAL, LLC - AMENDED SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)* VITACOST.COM, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 92847A200 (CUSIP Number) JHH Capital, LLC |
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| August 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 vitc201408058k.htm FORM 8-K 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: August 6, 2014 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001- |
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| August 6, 2014 |
VITC / Vitacost.com, Inc. 10-Q - Quarterly Report - FORM 10-Q vitc2014063010q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34468 VITACOST.COM, INC. (Exact |
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| August 6, 2014 |
ex99-1.htm Exhibit 99.1 Vitacost.com Announces Results for the Second Quarter 2014 Second Quarter Revenue Increases 7% Year-over-Year to $104.2 Million Company Reports Adjusted EBITDA of $1.5 Million BOCA RATON, Fla., August 6, 2014 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today reported financial results for the second quarter ended June 30, 2014. |
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| August 1, 2014 |
EX-99.(a)(5)(G) Exhibit (a)(5)(G) EFiled: Jul 24 2014 02:36PM EDT Transaction ID 55780125 Case No. 9945- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TAKIS P. DIONISOS, On Behalf of ) Himself and All Others Similarly ) Situated, ) ) Plaintiff, ) ) v. ) Civil Action No. ) VITACOST.COM, INC., MICHAEL ) A. KUMIN, CHRISTOPHER S. ) GAFFNEY, STUART GOLDFARB, ) JEFFREY J. HOROWITZ, EDWIN ) J. KOZLOW |
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| August 1, 2014 |
EX-99.(A)(5)(F) 3 d766468dex99a5f.htm EX-99.(A)(5)(F) Exhibit (a)(5)(F) EFiled: Jul 15 2014 10:48AM EDT Transaction ID 55730892 Case No. 9883- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE MARCEL HEIM, Individually and On Behalf of All Others Similarly Situated, C.A. No. - Plaintiff, v. VITACOST.COM, INC., MICHAEL A. KUMIN, CHRISTOPHER S. GAFFNEY, STUART GOLDFARB, JEFFREY J. HOROWITZ, EDWIN J. |
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| August 1, 2014 |
EX-99.(a)(5)(E) Exhibit (a)(5)(E) **** CASE NUMBER: 2014CA008318 DIVISION: AJ **** Filing # 15628871 Electronically Filed 07/07/2014 06:13:06 PM IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA Case No.: JOHN ERNST, Individually and on Behalf of All Others Similarly Situated, CLASS REPRESENTATION Plaintiff, vs. JURY TRIAL DEMANDED VITACOST.COM, INC., JEF |
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| August 1, 2014 |
VITC / Vitacost.com, Inc. SC 14D9/A - - SC 14D9/A SC 14D9/A 1 d768570dsc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) VITACOST.COM, INC. (Name of Subject Company) VITACOST.COM, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Secu |
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| August 1, 2014 |
KR / Kroger Co. SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) VITACOST.COM, INC. (Name of Subject Company (Issuer)) VIGOR ACQUISITION CORP. (Offeror) a wholly-owned direct subsidiary of THE KROGER CO. (Direct Parent of Offeror) (Names of Filing Persons) Common St |
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| July 18, 2014 |
VITC / Vitacost.com, Inc. SC 14D9 - - SC 14D9 SC 14D9 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 VITACOST.COM, INC. (Name of Subject Company) VITACOST.COM, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Number of |
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| July 18, 2014 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of VITACOST. |
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| July 18, 2014 |
FIRST AMENDED AND RESTATED EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT EX-99.E.20 FIRST AMENDED AND RESTATED EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT THIS FIRST AMENDED AND RESTATED EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is made as of this 2nd day of May, 2011, and amends and restates that certain Employment, Non-Competition and Proprietary Rights Agreement (the “Original Agreement”) effective as of December |
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| July 18, 2014 |
KR / Kroger Co. SC TO-T - - SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VITACOST.COM, INC. (Name of Subject Company (Issuer)) VIGOR ACQUISITION CORP. (Offeror) a wholly-owned direct subsidiary of THE KROGER CO. (Direct Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0. |
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| July 18, 2014 |
EX-99.(d)(7) Confidentiality Agreement Exhibit (d) (7) March 28, 2014 J. Michael Schlotman The Kroger Co. 1014 Vine Street Cincinnati, OH 45202 Ladies and Gentlemen: In connection with your consideration of a possible negotiated transaction (the “Transaction”) between The Kroger Co. (“you” or “your”) and Vitacost.com, Inc. and its subsidiaries (collectively, the “Company”), you have requested cert |
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| July 18, 2014 |
EX-99.(a)(1)(D) Broker/Dealer Letter Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of VITACOST.COM, INC. at $8.00 Per Share, Net in Cash Pursuant to the Offer to Purchase dated July 18, 2014 by VIGOR ACQUISITION CORP. a wholly owned subsidiary of THE KROGER CO. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON AUGUST 15, 2014, UNLESS THE OF |
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| July 18, 2014 |
Letter to Stockholders of Vitacost.com, Inc. July 18, 2014 EX-99.A.5.A Exhibit (a)(5)(A) Letter to Stockholders of Vitacost.com, Inc. July 18, 2014 Dear Stockholder: We are pleased to inform you that on July 1, 2014, Vitacost.com, Inc. (the “Company” or “Vitacost”) entered into a definitive Merger Agreement (the “Merger Agreement”) with The Kroger Co. (“Kroger”) and Vigor Merger Corp. (“Purchaser”), a wholly owned subsidiary of Kroger. Pursuant to the Mer |
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| July 18, 2014 |
EX-99.(a)(1)(E) Client Letter Exhibit (a)(1)(E) Offer to Purchase All Outstanding Shares of Common Stock of VITACOST.COM, INC. at $8.00 Per Share, Net in Cash Pursuant to the Offer to Purchase dated July 18, 2014 by VIGOR ACQUISITION CORP. a wholly owned subsidiary of THE KROGER CO. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON AUGUST 15, 2014, UNLESS THE OFFER IS |
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| July 18, 2014 |
EX-99.(a)(1)(B) Letter of Transmittal Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of VITACOST.COM, INC. at $8.00 Net Per Share in Cash Pursuant to the Offer to Purchase dated July 18, 2014 by VIGOR ACQUISITION CORP., a wholly-owned subsidiary of THE KROGER CO. The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) |
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| July 18, 2014 |
Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of VITACOST. |
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| July 18, 2014 |
EX-99.(a)(1)(F) Summary Advertisement Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated July 18, 2014, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is n |
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| July 11, 2014 |
VITC / Vitacost.com, Inc. SC14D9C - - SCHEDULE 14D9C vitc20140702sc14d9.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 VitaCost.com, Inc. (Name of Subject Company) vitacost.com, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Number of Cl |
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| July 10, 2014 |
EX-4 4 ex4.htm EXHIBIT 4 Exhibit 4 EXECUTION COPY TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). WHEREAS, as a condition and inducement |
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| July 10, 2014 |
VITC / Vitacost.com, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Vitacost.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92847A200 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commu |
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| July 10, 2014 |
EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of whi |
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| July 10, 2014 |
EX-3 3 ex3.htm EXHIBIT 3 Exhibit 3 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). WHEREAS, as a condition and inducement to Parent’s an |
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| July 10, 2014 |
Exhibit 7 EXECUTION COPY TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co. |
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| July 10, 2014 |
EX-10 6 ex6.htm EXHIBIT 6 Exhibit 6 EXECUTION COPY TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). WHEREAS, as a condition and inducemen |
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| July 10, 2014 |
SC 13D 1 formsc13d.htm THE KROGER CO SC 13D 7-1-2014 (VITACOST.COM, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Vitacost.com, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share 92847A200 (Title of class of securities) (CUSIP number) Christine S. Wheatley, Esq. Group Vice President, Secretary and G |
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| July 3, 2014 |
Exhibit 3 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co. |
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| July 3, 2014 |
VITC / Vitacost.com, Inc. / GREAT HILL INVESTORS LLC - SC 13D, AMENDMENT NO. 9 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Vitacost.com, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 92847A20 0 (CUSIP Number) Great Hill Partners, LP Attn: Laurie T. Gerber One Liberty Square, Boston, MA 02109 (617) 790-9430 (Name, Address and |
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| July 3, 2014 |
EX-99 2 ex2.htm EXHIBIT 2 - TENDER AND SUPPORT AGREEMENT, DATED AS OF JULY 1, 2014 Exhibit 2 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholde |
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| July 3, 2014 |
Exhibit 4 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co. |
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| July 2, 2014 |
EX-99 4 ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Kroger and eCommerce Retailer Vitacost.com Announce Definitive Merger Agreement Adds Online Technology and Fulfillment Platform to Accelerate Growth Into eCommerce Channel and New Markets Vitacost.com Shareholders to Receive $8.00 Per Share in Cash CINCINNATI, OH and BOCA RATON, FL – July 2, 2014 – The Kroger Co. (NYSE: KR) and Vitacost.com, Inc. (NASDA |
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| July 2, 2014 |
Exhibit 99.2 Kroger & Vitacost.com Announce Merger Agreement Talking Points for Leaders July 2, 2014 Overview · Today, The Kroger Co. and Vitacost.com, a leading online retailer of healthy living products based in Boca Raton, Fla., announced an agreement to create a merger of the two companies. Kroger is one of the world’s largest grocery retailers, serving millions of customers across the country |
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| July 2, 2014 |
vitc201407018k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 1, 2014 Vitacost.com, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34468 37-1333024 (C |
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| July 2, 2014 |
Exhibit 99.4 Kroger – Vitacost.com Merger Investor Conference Call Prepared Remarks July 2, 2014 Cindy Holmes, Director of Investor Relations: Good morning and thank you for joining us on short notice today. On the call with me today is Mike Schlotman, Kroger’s Senior Vice President and Chief Financial Officer. Before we begin, I want to remind you that today’s discussion will include forward-look |
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| July 2, 2014 |
VITC / Vitacost.com, Inc. SC 14D9 - - SCHEDULE 14D9 vitc20140702sc14d9.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 VitaCost.com, Inc. (Name of Subject Company) vitacost.com, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Number of Cl |
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| July 2, 2014 |
KR / Kroger Co. SC TO-C - - THE KROGER CO. SC TO-C 7-1-2014 (VITACOST.COM INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VITACOST.COM, INC. (Name of Subject Company) VIGOR ACQUISITION CORP. (Offeror) THE KROGER CO. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.00001 PAR VALUE (Title of Class of Securi |
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| July 2, 2014 |
Exhibit 99.1 Kroger and eCommerce Retailer Vitacost.com Announce Definitive Merger Agreement Adds Online Technology and Fulfillment Platform to Accelerate Growth Into eCommerce Channel and New Markets Vitacost.com Shareholders to Receive $8.00 Per Share in Cash CINCINNATI, OH and BOCA RATON, FL – July 2, 2014 – The Kroger Co. (NYSE: KR) and Vitacost.com, Inc. (NASDAQ: VITC), a leading online retai |
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| July 2, 2014 |
ex2-2.htm EXHIBIT 2.2 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). WHEREAS, as a condition and inducement to Parent’s and Acquisition |
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| July 2, 2014 |
EX-99.3 4 ex993.htm EXHIBIT 99.3 Exhibit 99.3 Kroger & Vitacost.com Announce Merger Agreement Questions & Answers for Vitacost.com Associates July 2, 2014 Today’s News We are pleased to announce today that Vitacost.com and Kroger have signed an agreement to create a merger of our two companies. We believe we have a tremendous opportunity to work together to expand the reach of both retail business |
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| July 2, 2014 |
ex2-1.htm EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among THE KROGER CO., VIGOR ACQUISITION CORP. and VITACOST.COM, INC. Dated as of July 1, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 10 1.3 Certain Interpretations 13 ARTICLE II THE OFFER 13 2.1 The Offer 13 2.2 Company Actions 17 2.3 Company Board of Directors a |
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| June 6, 2014 |
Submission of Matters to a Vote of Security Holders - FORM 8-K vitc201406068k.htm 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: June 5, 2014 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission |
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| May 8, 2014 |
vitc2014033110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34468 VITACOST.COM, INC. (Exact |
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| May 8, 2014 |
EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vitacost.com Announces Results for the First Quarter 2014 Company Reports Record Revenue of $104.8 Million BOCA RATON, Fla., May 8, 2014 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today reported financial results for the first quarter ended March 31, 2014. The Company reported total net sales of $104.8 mill |
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| May 8, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 vitc201405078k.htm FORM 8-K 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: May 8, 2014 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-344 |
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| April 28, 2014 |
vitc20140425def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ C |
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| April 25, 2014 |
VITC / Vitacost.com, Inc. / Osmium Partners, LLC - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vitacost.com, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Number) April 24, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| March 25, 2014 |
Vitacost.com Announces Appointment of New Independent Director EX-99.3 4 d699023dex993.htm EX-3 Exhibit 3 Vitacost.com Announces Appointment of New Independent Director BOCA RATON, Fla., March 24, 2014 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today announced that it has entered into a nomination and standstill agreement with John H. Lewis, Osmium Partners, LLC, and certain related entities (collectively “Osmium |
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| March 25, 2014 |
Vitacost.com Sets Date for Annual Meeting of Stockholders ex99-1.htm Exhibit 99.1 Vitacost.com Sets Date for Annual Meeting of Stockholders BOCA RATON, Fla., March 25, 2014 –Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, announced today that its Annual Meeting of Stockholders will be held on Thursday, June 5, 2014 in Boca Raton, Florida. The Company's Board of Directors has fixed April 23, 2014 as the record date |
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| March 25, 2014 |
EX-99.1 2 d699023dex991.htm EX-1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Vitacost.com, Inc., and further agree that |
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| March 25, 2014 |
Financial Statements and Exhibits, Other Events 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: March 21, 2014 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37-133 |
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| March 25, 2014 |
VITC / Vitacost.com, Inc. / Osmium Partners, LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Vitacost.com, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92847A20 0 (CUSIP Number) Osmium Partners, LLC 300 Drakes Landing |
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| March 25, 2014 |
NOMINATION AND STANDSTILL AGREEMENT EX-99.2 3 d699023dex992.htm EX-2 Exhibit 2 NOMINATION AND STANDSTILL AGREEMENT This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of March 21, 2014 by and among Vitacost.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the persons and entities listed on Exhibit A hereto (collectively, the “Osmium Group”), Jeffrey Horowitz, |
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| March 24, 2014 |
NOMINATION AND STANDSTILL AGREEMENT ex10-1.htm Exhibit 10.1 NOMINATION AND STANDSTILL AGREEMENT This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of March 21, 2014 by and among Vitacost.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the persons and entities listed on Exhibit A hereto (collectively, the “Osmium Group”), Jeffrey Horowitz, Great Hill Equity P |
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| March 24, 2014 |
vitc201403248k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 21, 2014 Vitacost.com, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34468 37-1333024 |
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| March 24, 2014 |
Vitacost.com Announces Appointment of New Independent Director EX-99 3 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vitacost.com Announces Appointment of New Independent Director BOCA RATON, Fla., March 24, 2014 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today announced that it has entered into a nomination and standstill agreement with John H. Lewis, Osmium Partners, LLC, and certain related entities (collectively “Osmi |
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| March 4, 2014 |
vitc2013123110k.htm EXHIBIT 21.1 LIST OF SUBSIDIARIES Vitacost Limited, an Ireland corporation |
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| March 4, 2014 |
vitc2013123110k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| February 27, 2014 |
ex99-1.htm Exhibit 99.1 Vitacost.com Announces Results for the Fourth Quarter and Full Year 2013 Fourth Quarter Revenue Increases 14% Year-over-Year Company Generates Positive Adjusted EBITDA in the Fourth Quarter Announces Launch of National Television Campaign BOCA RATON, Fla., February 27, 2014 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today repor |
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| February 27, 2014 |
Vitacost.com Evaluating Strategic Alternatives ex99-2.htm Exhibit 99.2 Vitacost.com Evaluating Strategic Alternatives BOCA RATON, Fla., February 27, 2014 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today announced that it engaged Jefferies LLC in December 2013 to assist the Company in exploring and evaluating strategic alternatives that may be available to the Company in order to maximize stockhold |
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| February 27, 2014 |
Results of Operations and Financial Condition, Other Events - FORM 8-K vitc201402268k.htm 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: February 27, 2014 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commi |
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| February 20, 2014 |
VITC / Vitacost.com, Inc. / Consac, LLC - VITACOST.COM, INC. Activist Investment SC 13D 1 p14-0542sc13d.htm VITACOST.COM, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vitacost.com, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92847A200 (CUSIP Number) Mr. Ryan Drexler Consac, LLC 525 Chalette Drive Beverly Hills, CA 90201 (310) 205-5588 ( |
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| February 20, 2014 |
EXHIBIT 2 Major Vitacost.com Inc. shareholder calls on the CEO and Board to sell the leading on-line vitamin retailer after nearly four years of operating losses Contact: Tony Knight or Seth Lubove Sitrick And Company 310-788-2850 Los Angeles, CA – February 20, 2014 – A shareholder with 7.7% of Vitacost.com Inc. (NASDAQ:VITC) common stock today called on the CEO and Board to unlock shareholder val |
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| February 20, 2014 |
Consac, LLC 525 Chalette Dr Beverly Hills, CA 90201 EX-99 2 p14-0542exh1.htm EXHIBIT 1 EXHIBIT 1 Consac, LLC 525 Chalette Dr Beverly Hills, CA 90201 February 20, 2014 Mr. Jeffrey J. Horowitz Chief Executive Officer Vitacost.com, Inc. 5400 Broken Sound Blvd. NW, Suite 500 Boca Raton, FL 33487-3521 Dear Mr. Horowitz: As you know, Consac, LLC owns 2,600,000 shares of common stock of Vitacost.com, Inc., or approximately 7.7% of the Company's outstandin |
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| February 12, 2014 |
VITC / Vitacost.com, Inc. / Osmium Partners, LLC - SCHEDULE 13D AMENDMENT NO.1 Activist Investment Schedule 13D Amendment No.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Vitacost.com, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92847A20 0 (CUSIP Number) Osmium Partners, LLC |
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| February 12, 2014 |
EX-1 2 d676718dex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Vitacost.com, Inc., and further agree that this |
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| February 6, 2014 |
VITACOST.COM, INC. 2011 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT ex10-1.htm Exhibit 10.1 VITACOST.COM, INC. 2011 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Vitacost.com, Inc. 2011 Incentive Compensation Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notic |
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| February 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 4, 2014 Vitacost. |
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| January 29, 2014 |
VITC / Vitacost.com, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment 13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 14, 2014 |
VITC / Vitacost.com, Inc. / Osmium Partners, LLC - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Vitacost.com, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92847A20 0 (CUSIP Number) Osmium Partners, LLC 300 Drakes Landing Ro |
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| January 14, 2014 |
EX-1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| January 10, 2014 |
VITC / Vitacost.com, Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* VitaCost.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92847A200 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| November 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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: November 6, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37-1 |
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| November 6, 2013 |
vitc2013093010q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34468 VITACOST.COM, INC. (E |
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| November 6, 2013 |
ex99-1.htm Exhibit 99.1 Vitacost.com Announces Results for the Third Quarter 2013 220,000 New Customers Added on vitacost.com Website Company Narrows EBITDA Loss BOCA RATON, Fla., November 6, 2013 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today reported financial results for the third quarter ended September 30, 2013. The Company reported total net s |
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| September 17, 2013 |
Vitacost.com, Inc. Announces Changes to Executive Management Team ex99-1.htm Exhibit 99.1 Vitacost.com, Inc. Announces Changes to Executive Management Team BOCA RATON, Fla., September 16, 2013 – Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of health and wellness products, announced that David Zucker has resigned his position as the Company’s Chief Marketing Officer to pursue other interests and will be leaving the Company effective October 11, 20 |
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| September 17, 2013 |
vitc201309168k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 12, 2013 Vitacost.com, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34468 37-1333 |
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| August 6, 2013 |
EX-99 2 vitc201308058kex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vitacost.com Announces Results for the Second Quarter 2013 Revenue on vitacost.com Website up 24% Year-Over-Year; Total Company Revenue Increased 22% 247,000 New Customers Added on vitacost.com Website BOCA RATON, Fla., August 6, 2013 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of healthy living products, today reported f |
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| August 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K vitc201308058k.htm 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: August 6, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commissi |
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| July 25, 2013 |
Vitacost.com, Inc. Names Chris Cavalline as Chief Merchandising Officer EX-99 3 vitc201307248kex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vitacost.com, Inc. Names Chris Cavalline as Chief Merchandising Officer BOCA RATON, Fla., July 25, 2013 – Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of health and wellness products, announced that it has named Chris Cavalline to the newly created position of Chief Merchandising Officer. Mr. Cavalline brings 25 years of re |
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| July 25, 2013 |
EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT Exhibit 10.1 EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT THIS EMPLOYMENT NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is made as of this twenty second day of August, 2013, by and between Vitacost.Com, Inc., a Delaware corporation (the “Company”), and Chris Cavalline (the “Employee”). RECITALS: A. The Company is engaged in the sale of nutritional supplements, |
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| July 25, 2013 |
8-K 1 vitc201307248k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 22, 2013 Vitacost.com, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-344 |
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| May 10, 2013 |
Submission of Matters to a Vote of Security Holders 8-K 1 v3446938k.htm FORM 8-K 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: May 9, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (C |
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| May 8, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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: May 6, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37-133302 |
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| May 8, 2013 |
EX-99.1 2 v344286ex99-1.htm EXHIBIT 99.1 Vitacost.com Announces Results for the First Quarter 2013 Revenue on vitacost.com Website up 22% Year-Over-Year; Total Company Revenue Increased 17% 271,000 New Customers Added on vitacost.com Website BOCA RATON, Fla., May 8, 2013 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of health and wellness products, today reported financial results |
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| April 16, 2013 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $.00001 per share, of Vitacost.com, Inc., and further agree that this Joint Filing Agreem |
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| April 16, 2013 |
VITC / Vitacost.com, Inc. / Osmium Partners, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vitacost.com, Inc. (Name of Issuer) Common Stock, $.00001 par value (Title of Class of Securities) 92847A20 0 (CUSIP Number) March 22, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| April 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| March 26, 2013 |
Schedule 13D Amendment No. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Vitacost.com, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 92847A20 0 (CUSIP Number) Great Hill Partners Attn: Laurie T. Gerber One Liberty Square, Boston, MA 02109 (617) 790 |
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| February 28, 2013 |
EX-99.1 2 v336495ex99-1.htm EXHIBIT 99.1 Vitacost.com Announces Results for the Fourth Quarter and Full Year 2012 Fourth Quarter Revenue Up 26% Year-Over-Year with Continued Strength in New Customers and Order Growth Total Active Vitacost.com Customers of 1.7 Million BOCA RATON, Fla., February 28, 2013 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of health and wellness products, t |
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| February 28, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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: February 28, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware 001-34468 37-1333024 (State or other jurisdiction of (Commission File No.) (IRS Em |
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| February 21, 2013 |
united states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 18, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commis |
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| February 21, 2013 |
Vitacost.com, Inc. Announces Changes to Executive Management Team Vitacost.com, Inc. Announces Changes to Executive Management Team BOCA RATON, Fla., February 20, 2012 – Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of health and wellness products, announced that Robert “Bert” Wegner, the Company’s Chief Operating Officer is leaving the Company effective February 28, 2013. The Company’s operations directors responsible for both fulfillment centers |
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| February 20, 2013 |
Financial Statements and Exhibits, Other Events 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: February 18, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37- |
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| February 20, 2013 |
Vitacost.com, Inc. Announces Changes to Executive Management Team Vitacost.com, Inc. Announces Changes to Executive Management Team BOCA RATON, Fla., February 20, 2012 – Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of health and wellness products, announced that Robert “Bert” Wegner, the Company’s Chief Operating Officer is leaving the Company effective February 28, 2013. The Company’s operations directors responsible for both fulfillment centers |
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| February 14, 2013 |
Vitacost.com Sets Date for Annual Meeting of Stockholders Vitacost.com Sets Date for Annual Meeting of Stockholders BOCA RATON, Fla., February 14, 2013 –Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of health and wellness products, announced today that its Annual Meeting of Stockholders will be held on Thursday, May 9, 2013 in Boca Raton, Florida. The Company's Board of Directors has fixed March 25, 2013 as the record date for the Annual Me |
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| February 14, 2013 |
VITC / Vitacost.com, Inc. / BAMCO INC /NY/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* VitaCost.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92847A200 (CUSIP Number) Calendar Year 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 14, 2013 |
Financial Statements and Exhibits, Other Events 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: February 14, 2013 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37- |
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| February 13, 2013 |
VITC / Vitacost.com, Inc. / Freshford Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2013 |
VITC / Vitacost.com, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 3 Name of Issuer: Vitacost.com, Inc. Title of Class of Securities: Common Stock CUSIP Number: 92847A200 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) N/A (b) N/A 3) SEC U |
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| November 7, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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: November 7, 2012 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware 001-34468 37-1333024 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 7, 2012 |
EX-99.1 2 v327620ex99-1.htm PRESS RELEASE Vitacost.com Announces Results for the Third Quarter 2012 Revenue Up 30% Year-Over-Year with Continued Strength in New Customers and Order Growth Total Active Vitacost.com Customers of 1.6 Million BOCA RATON, Fla., November 7, 2012 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of health and wellness products, reported financial results for |
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| August 29, 2012 |
Vitacost.com, Inc. Announces Divestiture of Manufacturing Operations Company Strengthens Financial Position BOCA RATON, Fla., August 29, 2012– Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of health and wellness products, announced that effective September 1, 2012, the Company has entered into an agreement to exit its manufacturing operations and lease its manufacturing facilities t |
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| August 29, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 28, 2012 Vitacost. |
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| August 29, 2012 |
EX-10.2 3 v322607ex10-2.htm EXHIBIT 10.2 FACILITY LEASE AGREEMENT THIS LEASE (this "Lease") dated this 28th day of August, 2012 with an effective date of September 1, 2012 BETWEEN Vitacost.com, Inc. of 5400 Broken Sound Parkway, NW #500, Boca Raton, FL, 33487 Telephone: 561-982-4180 (the "Landlord") Nutra-Pharma Manufacturing Corp. of N.C. Telephone: 631-846-2500 (the "Tenant") and Nature’s Value, |
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| August 29, 2012 |
EX-10.4 5 v322607ex10-4.htm EXHIBIT 10.4 SERVICES AGREEMENT Nutra-Pharma Manufacturing Corp. of N.C. (“Nutra-Pharma”) desires to engage Vitacost.com, Inc. (“Vitacost”) to provide labor and Vitacost desires to be engaged by Nutra-Pharma, all on the terms and conditions of this Agreement. As used herein, the term “Employee” means a Vitacost employee working on behalf of Nutra-Pharma pursuant to this |
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| August 29, 2012 |
NATURE’S VALUE, INC. 468 Mill Road Coram, New York 11727 NATURE’S VALUE, INC. 468 Mill Road Coram, New York 11727 August 28, 2012 Vitacost.com, Inc. 5400 Broken Sound Boulevard Boca Raton, FL 33487 Re: Manufacturing Agreement Dear Gentlemen: With a view toward establishing a mutually beneficial long term supply relationship, Nature’s Value, Inc. (“Supplier”) is pleased to supply products to your company (“Purchaser”) as follows: 1. PRODUCTS. This letter |
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| August 29, 2012 |
Equipment Rental Agreement THIS EQUIPMENT RENTAL AGREEMENT dated this 28th day of August, 2012 with an effective date of September 1, 2012 (the “Agreement”)BETWEEN Vitacost. |
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| August 9, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 9, 2012 Vitacost. |
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| August 9, 2012 |
Historical E-Commerce Statistics EX-99.1 2 v320905ex99-1.htm HISTORICAL E-COMMERCE STATISTICS EXHIBIT 99.1 Historical E-Commerce Statistics 2010 2011 2012 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q # of Active Customers* - Total 1,086 1,110 1,133 1,165 1,197 1,255 1,385 1,672 1,864 - Vitacost.com 1,223 1,275 1,396 1,490 # of New Customers* - Total 149 144 129 165 157 181 255 416 324 - Vitacost.com 148 177 250 226 # of Orders* - Total 697 674 734 |
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| August 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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: August 8, 2012 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37-133 |
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| August 8, 2012 |
Vitacost.com Announces Results for the Second Quarter 2012 Continued Strength in New Customers - Growth Over 100% Significant Sequential Improvement in EBITDA BOCA RATON, Fla., August 8, 2012 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of health and wellness products, reported financial results for the second quarter ended June 30, 2012. The Company reported a 36% increase in the |
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| August 6, 2012 |
Vitacost.com, Inc. Names Joseph R. Topper, Jr. as Chief Information Officer/Chief Technology Officer Vitacost.com, Inc. Names Joseph R. Topper, Jr. as Chief Information Officer/Chief Technology Officer BOCA RATON, Fla., August 6, 2012 – Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of health and wellness products, announced that Joseph R. Topper, Jr. (“Jay”) was named Chief Information Officer/Chief Technology Officer effective immediately. Mr. Topper replaces former Chief Informat |
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| August 6, 2012 |
EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT THIS EMPLOYMENT NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is made as of this 6th day of August, 2012, by and between Vitacost. |
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| August 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 3, 2012 Vitacost. |
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| June 29, 2012 |
Vitacost.com, Inc. Announces Dismissal of Class Action Lawsuit EXHIBIT 99.1 Vitacost.com, Inc. Announces Dismissal of Class Action Lawsuit BOCA RATON, Fla., June 29, 2012– Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer of health and wellness products, announced that on June 25, 2012, the United States District Court for the Southern District of Florida has entered a final judgment in favor of Vitacost.com, Inc. in the punitive class action compl |
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| June 29, 2012 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 25, 2012 Vitacost. |
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| June 8, 2012 |
Submission of Matters to a Vote of Security Holders - CURRENT REPORT 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: June 8, 2012 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37-13330 |
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| June 7, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 v3153248k.htm CURRENT REPORT 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: June 7, 2012 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3 |
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| June 7, 2012 |
Vitacost.com Analyst Day Thursday June 7, 2012 EX-99.1 2 v315324ex99-1.htm ANALYST DAY PRESENTATION Vitacost.com Analyst Day Thursday June 7, 2012 3 Agenda ▪ Jeff Horowitz –CEO Company Highlights & SKU Expansion ▪ David Zucker, Ph.D. –CMO Marketing Strategy ▪ Bert Wegner –COO Expand & Optimize Fulfillment ▪ Brian Helman –CFO Financial Performance & LT Goals 4 Except for historical information contained herein, the statemen ts in this presentat |
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| May 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of |
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| May 10, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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: May 10, 2012 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37-13330 |
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| May 10, 2012 |
Vitacost.com Announces Results for the First Quarter 2012 Company Reports 416,000 New Customers Total Customer Base Grows to 1.7 Million BOCA RATON, Fla., May 10, 2012 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer of health and wellness products, reported financial results for the first quarter ended March 31, 2012. The Company reported a 55% increase in the number of shipped order |
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| April 16, 2012 |
Vitacost.com Sets Date for Annual Meeting of Stockholders Vitacost.com Sets Date for Annual Meeting of Stockholders BOCA RATON, Fla., April 16, 2012 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer and direct marketer of health and wellness products, announced today that its Annual Meeting of Stockholders will be held on Friday, June 8, 2012 in Boca Raton, Florida. The Company's Board of Directors has fixed May 8, 2012 as the record date for |
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| April 16, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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: April 16, 2012 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34468 (Commission File No.) 37-133 |
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| March 15, 2012 |
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: March 15, 2012 (Date of earliest event reported) VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware 001-34468 37-1333024 (State or other jurisdiction of incorporation) (Commission File |
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| March 15, 2012 |
Vitacost.com Announces Results for the Fourth Quarter and Full Year 2011 Fourth Quarter New Customer Additions Up 98% to 254,000 BOCA RATON, Fla., March 15, 2012 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer and direct marketer of health and wellness products, reported financial results for the fourth quarter and full year ended December 31, 2011. The Company reported a 36% increas |
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| March 15, 2012 |
EX-99.2 3 v306074ex99-2.htm EXHIBIT 99.2 Vitacost.com Updates Growth Initiatives and Announces Long-term Financial Goals Company to Host Analyst Day BOCA RATON, Fla., March 15, 2012 – Vitacost.com, Inc. (NASDAQ:VITC), a leading online retailer and direct marketer of health and wellness products, provided additional details on its long-term growth initiatives. The Company also announced its 5-year |
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| February 29, 2012 |
EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT EXHIBIT 10.1 EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT This EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into and shall be effective as of February 24, 2012 (“Effective Date”), among VITACOST.COM, INC., a Delaware corporation (the “Company”) and STEPHEN MARKERT (“Employee”). RECITALS WHEREAS, the Company and Employee are parties to that certain Empl |
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| February 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 24, 2012 Vitacost. |
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| February 27, 2012 |
VITC / Vitacost.com, Inc. / JHH CAPITAL, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* VITACOST.COM, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 92847A200 (CUSIP Number) JHH Capital, LLC |
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| February 27, 2012 |
VITC / Vitacost.com, Inc. / Freshford Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 27, 2012 |
EX-99.1 2 v303879ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 27, 2012, is by and between JHH Capital, LLC and Jeffrey J. Horowitz (the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to the shares of Common Stock, $0.00001 par va |
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| February 21, 2012 |
Vitacost.com, Inc. Announces Private Placement EX-99.1 5 v303237ex99-1.htm EXHIBIT 99.1 Investor Contact: Vitacost.com Kathleen Reed Director of Investor Relations 561.982.4180 ICR, Inc. John Mills Senior Managing Director 310.954.1105 Vitacost.com, Inc. Announces Private Placement BOCA RATON, Fla., February 21, 2012 – Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer and direct marketer of health and wellness products, announced th |
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| February 21, 2012 |
VITC / Vitacost.com, Inc. / GREAT HILL INVESTORS LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Vitacost.com, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 92847A20 0 (CUSIP Number) Great Hill Partners, LLC Attn: Laurie T. Gerber One Liberty Square, Boston, MA 02109 (617) 790-9430 (Name, Address and |
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| February 21, 2012 |
Dated as of February 16, 2012 by and among VITACOST.COM, INC. TABLE OF CONTENTS EXECUTION VERSION PURCHASE AGREEMENT Dated as of February 16, 2012 by and among VITACOST. |
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| February 21, 2012 |
WARRANT TO PURCHASE COMMON STOCK OF VITACOST.COM, INC. EX-13 3 ex13.htm EXHIBIT 13: WARRANT TO PURCHASE COMMON STOCK GREAT HILL EXECUTION VERSION EXHIBIT B W-[] THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION THEREFRO |
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| February 21, 2012 |
WARRANT TO PURCHASE COMMON STOCK OF VITACOST.COM, INC. EXECUTION VERSION EXHIBIT B W-[] THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. |
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| February 21, 2012 |
PURCHASE Dated as of February 16, 2012 by and among VITACOST.COM, INC. TABLE OF CONTENTS EX-12 2 ex12.htm EXHIBIT 12: PURCHASE AGREEMENT EXECUTION VERSION PURCHASE AGREEMENT Dated as of February 16, 2012 by and among VITACOST.COM, INC. and the Purchasers identified on Exhibit A hereto TABLE OF CONTENTS Page ARTICLE I Purchase and Sale of Common Stock 1 Section 1.1 Purchase and Sale of Common Stock 1 Section 1.2 Purchase Price and Closing 2 Section 1.3 Delivery 2 Section 1.4 Reservatio |
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| February 21, 2012 |
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): February 16, 2012 VITACOST.COM, INC. (Exact name of registrant as specified in its charter) Delaware 001-34468 37-1333024 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 21, 2012 |
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 16, 2012 (this "Agreement"), by and between Vitacost. |
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| February 14, 2012 |
VITC / Vitacost.com, Inc. / BAMCO INC /NY/ - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* VitaCost.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92847A200 (CUSIP Number) Calendar Year 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| February 14, 2012 |
VITC / Vitacost.com, Inc. / Freshford Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2012 |
VITC / Vitacost.com, Inc. / PRUDENTIAL FINANCIAL INC Passive Investment SC 13G/A 1 vita.htm DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 2 Name of Issuer: Vitacost.com, Inc. Title of Class of Securities: Common Stock CUSIP Number: 92847A200 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) |
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| February 8, 2012 |
VITC / Vitacost.com, Inc. / Josephs Allen - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vitacost.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 092847A20 0 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| January 31, 2012 |
Vitacost.com, Inc. Names Brian D. Helman as Chief Financial Officer EXHIBIT 99.1 Investor Contact: Vitacost.com Kathleen Reed Director of Investor Relations 561.982.4180 ICR, Inc. John Mills Senior Managing Director 310.954.1105 Vitacost.com, Inc. Names Brian D. Helman as Chief Financial Officer BOCA RATON, Fla., January 31, 2012 – Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer and direct marketer of health and wellness products, announced that Brian |
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| January 31, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 25, 2012 Vitacost. |
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| January 31, 2012 |
EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT EXHIBIT 10.1 EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT THIS EMPLOYMENT NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is made as of this 25th day of January, 2012, by and between Vitacost.Com, Inc., a Delaware corporation (the “Company”), and Brian Helman (the “Employee”). RECITALS: A. The Company is engaged in the sale of nutritional supplements, vitamins, a |
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| January 24, 2012 |
January 24, 2012 Mr. William H. Thompson Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 RE: Vitacost.com, Inc Form 10-K for Fiscal Year Ended December 31, 2010 Filed June 16, 2011 File No. 1-34468 Dear Mr. Thompson: This letter is in response to the comments of the staff (the “Staff”) of the Division o |
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| December 22, 2010 |
December 15, 2010 William H. Thompson Accounting Branch Chief Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Vitacost.com, Inc. Form 8-K Filed December 7, 2010 File No. 1-34468 Dear Mr. Thompson: We write in response to your request for more information with respect to the items disclosed on a Form 8-K filed by Vitacost.com, Inc. (the “Company”) on December 8, 2010. |
