8-K

Vitamin Shoppe, Inc.

Date: October 10, 2014

/s/ Jean Frydman

Jean Frydman

Senior Vice President, General Counsel and Corporate Secretary

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:

On October 6, 2014, Vitamin Shoppe Industries, Inc., a wholly-owned subsidiary of Vitamin Shoppe, Inc. (the “Company”), entered into a Second Amended and Restated Intellectual Property Security Agreement (the “IP Security Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”). Pursuant to the IP Security Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference, Vitamin Shoppe Industries, Inc. granted a security interest to JPMorgan Chase in certain trademarks and patents.

The IP Security Agreement was entered into in connection with those certain joinder agreements, stock pledge agreements and guarantee entered into by the Company, certain of its subsidiaries and JPMorgan Chase and previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on August 27, 2014.


Exhibit		Description

10.1		Second Amended and Restated Intellectual Property Security Agreement, dated as of October 6, 2014, by and between Vitamin Shoppe Industries Inc., as Grantor and JPMorgan Chase Bank, N.A., as Administrative Agent.

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.

THIS SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of October 6, 2014, is entered into by VITAMIN SHOPPE INDUSTRIES INC., a New York corporation (“Grantor”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”), for the Secured Parties. Capitalized terms not otherwise defined herein have the meanings set forth in the Amended and Restated Loan and Security Agreement dated as of January 20, 2011, among Grantor, VS Direct Inc., a Delaware corporation (“VS Direct”), Vitamin Shoppe Mariner, Inc., a Delaware corporation (“VS Mariner”), Vitamin Shoppe Global, Inc., a Delaware corporation (“VS Global”), VS Hercules LLC, a Delaware limited liability company (“VS Hercules”), FDC Vitamins, LLC, a Delaware limited liability company (“FDC”), Betancourt Sports Nutrition, LLC, a Florida limited liability company (“Betancourt”, and together with Grantor, VS Direct, VS Mariner, VS Global, VS Hercules and FDC, collectively, the “Borrowers”, and each individually a “Borrower”), the Guarantors party thereto, Administrative Agent and the financial institutions from time to time party thereto as “Lenders”, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement (the “First Amendment”) dated as of January 10, 2013 and that certain Second Amendment to Amended and Restated Loan and Security Agreement and First Amendment to Existing Guarantees (the “Second Amendment”) dated as of October 11, 2013 (as the same may be further amended, modified, extended, supplemented or restated from time to time, the “Credit Agreement”).

WHEREAS, in connection with the Credit Agreement, Grantor, VS Direct Inc., a Delaware corporation, Vitamin Shoppe, Inc., a Delaware corporation, and Administrative Agent entered into that certain Intellectual Property Security Agreement dated as of January 20, 2011 (the “Original IP Security Agreement”), pursuant to which Grantor granted a security interest to the Secured Parties in certain trademark and patents whether now owned or existing or hereafter acquired or arising and wherever located.

WHEREAS, in connection with the Second Amendment, Grantor entered into that certain Amended and Restated Intellectual Property Security Agreement dated as of January 9, 2014 (the “Existing IP Security Agreement”), pursuant to which Grantor granted a security interest to the Secured Parties in certain trademark and patents whether now owned or existing or hereafter acquired or arising and wherever located.

WHEREAS, pursuant to Section 5.2 of the Credit Agreement, Grantor is delivering this Agreement to amend and restate the Existing IP Security Agreement and to grant a security interest to the Secured Parties in certain trademarks and patents whether now owned or existing or hereafter acquired or arising and wherever located, including the trademarks and patents listed on Schedule A (the “Secured Intellectual Property”).

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Administrative Agent hereby agree as follows:

1.1 Grantor hereby grants to Administrative Agent, a security interest in and continuing lien on all of Grantor’s right, title and interest in, to and under all the Secured Intellectual Property, subject to the terms and conditions of the Credit Agreement. Notwithstanding the foregoing, the Secured Intellectual Property shall exclude any rights to any patents or trademarks that would be cancelled or rendered invalid or unenforceable under applicable law by the grant of a security interest created pursuant to the terms of this Agreement or the Credit Agreement, for as long as such prohibition or reason for invalidity under applicable law exists, except for the products and proceeds thereof or from the sale of such patents or trademarks.

1.2 The security interest granted hereby is granted in conjunction with the security interest granted to Administrative Agent under the Credit Agreement. The rights and remedies of the Secured Parties with respect to the security interest granted hereby are in addition to those set forth in the Credit Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement, the terms of the Credit Agreement shall control.

2. Modification of Agreement. This Agreement or any provision hereof may not be changed, waived, or terminated except in accordance with the amendment provisions of the Credit Agreement pursuant to which Administrative Agent may modify this Agreement, after obtaining Grantor’s approval of or signature to such modification, by amending Schedule A to include reference to any right, title or interest in any existing trademarks and patents or any trademarks and patents acquired or developed by Grantor after the execution hereof or to delete any reference to any right, title or interest in any trademarks and patents in which Grantor no longer has or claims any right, title or interest.

3. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT CONTROLLING, LAWS OF THE UNITED STATES OF AMERICA, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY STATE IN WHICH ANY OF THE COLLATERAL IS LOCATED NECESSARILY GOVERNS THE VALIDITY, PERFECTION, PRIORITY AND ENFORCEABILITY, AND THE EXERCISE OF ANY REMEDIES WITH RESPECT TO ANY LIEN OR SECURITY INTEREST INTENDED TO BE CREATED OR GRANTED HEREBY ON COLLATERAL LOCATED IN SUCH STATE.

4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Administrative Agent and Grantor and their respective successors and assigns. Grantor shall not, without the prior written consent of Administrative Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder.

5. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or other electronic transmission shall be effective as originals.

6. EXISTING IP SECURITY AGREEMENT AMENDED AND RESTATED. This Agreement shall amend and restate the Existing IP Security Agreement, which amended and restated the Original IP Security Agreement, in its entirety. On the date hereof, the rights and obligations of the parties under the Existing IP Security Agreement shall be subsumed within and be governed by this Agreement.

IN WITNESS WHEREOF, Grantor and Administrative Agent have caused this Agreement to be duly executed and delivered as of the date first above written.


VITAMIN SHOPPE INDUSTRIES INC.

By:		/s/ Jean W. Frydman
Name:
Title:

On October 1^st, 2014, before me, the undersigned, a notary public in and for said state and county, personally appeared Jean Frydman, personally known to me (or proved to me on the basis of satisfactory evidence), to be the person who executed the within instrument as the Sr VP, GC & Corp Sec., on behalf of Vitamin Shoppe Industries Inc., a New York corporation and acknowledged to me that the corporation executed the within instrument pursuant to its bylaws.


JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:		/s/ Nisha Gupta
Name:		Nisha Gupta
Title:		Authorized Officer

On October 6, 2014, before me, the undersigned, a notary public in and for said state and county, personally appeared Nisha Gupta, personally known to me (or proved to me on the basis of satisfactory evidence), to be the person who executed the within instrument as an authorized officer on behalf of JPMorgan Chase Bank, N.A., a national banking association and acknowledged to me that the national banking association executed the within instrument pursuant to its organizational documents.


No.	MARK APPLICATION No. REGISTRATION No.	GOODS/SERVICES	APPLICATION DATE / REGISTRATION DATE	STATUS / NEXT DUE DATE
1.	FIT N’ FULL SHAKE U.S. Application Serial No. 86097640	Class 05 – Vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, health, sports nutrition, body building, muscle gain and training; dietary supplements in the nature of powdered drink mixes and weight loss powders; dietary supplement drinks, namely, nutritional supplements for weight loss, health and bodybuilding; dietary and nutritional food supplements and powdered drink mixes containing soluble and insoluble fiber; nutritional supplements in the form of non-fruit meal replacement bars and powders and nutritional supplements in the form of non-chocolate meal replacement bars and powders; chocolate-based meal replacement bars and powders for weight loss purposes; Nutritional supplement meal replacement bars and powders for boosting energy	Filed On October 22, 2013	Filed intent-to-use. Advise on Date of First Use and Specimens. Published for Opposition on June 24, 2014 Notice of Allowance issued on August 19, 2014 Statement of Use due February 19, 2015

2.	FULL FIBER U.S. Application Serial No. 86097996	Class 05 – Vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, health, sports nutrition, body building, muscle gain and training; dietary supplements in the nature of powdered drink mixes and weight loss powders; dietary supplement drinks, namely, nutritional supplements for weight loss, health and bodybuilding; and dietary and nutritional food supplements and powdered drink mixes; all containing soluble or insoluble fiber	Filed On October 22, 2013	Filed intent-to-use. Advise on Date of First Use and Specimens. Notice of Allowance issued on May 27, 2014. Statement of Use due November 27, 2014.


No.	MARK APPLICATION No. REGISTRATION No.	GOODS/SERVICES	APPLICATION DATE / REGISTRATION DATE	STATUS / NEXT DUE DATE
3.	GREEN COFFEE 400+ U.S. Application Serial No. 86098033	Class 05 – Vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, health, sports nutrition, body building, muscle gain and training; dietary supplements in the nature of powdered drink mixes and weight loss powders; dietary supplement drinks, namely, nutritional supplements for weight loss, health and bodybuilding; and dietary and nutritional food supplements and powdered drink mixes containing soluble and insoluble fiber; nutritional supplements in the form of non-fruit meal replacement bars and powders and nutritional supplements in the form of non-chocolate meal replacement bars and powders; chocolate-based meal replacement bars and powders for weight loss purposes; Nutritional supplement meal replacement bars and powders for boosting energy; all containing green coffee or green coffee extract	Filed On October 22, 2013	Filed intent-to-use. Advise on Date of First Use and Specimens. Published for Opposition on June 24, 2014 Notice of Allowance issued on August 19, 2014 Statement of Use due February 19, 2015

4.	GREEN COFFEE 400 U.S. Application Serial No. 86098024	Class 05 – Vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, health, sports nutrition, body building, muscle gain and training; dietary supplements in the nature of powdered drink mixes and weight loss powders; dietary supplement drinks, namely, nutritional supplements for weight loss, health and bodybuilding; and dietary and nutritional food supplements and powdered drink mixes containing soluble and insoluble fiber; nutritional supplements in the form of non-fruit meal replacement bars and powders and nutritional supplements in the form of non-chocolate meal replacement bars and powders; chocolate-based meal replacement bars and powders for weight loss purposes; Nutritional supplement meal replacement bars and powders for boosting energy; all containing green coffee or green coffee extract	Filed On October 22, 2013	Filed intent-to-use. Advise on Date of First Use and Specimens. Published for Opposition on June 24, 2014 Notice of Allowance issued on August 19, 2014 Statement of Use due February 19, 2015

5.	BURN N’ BOOST U.S. Application Serial No. 86098000	Class 05 – Vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, health, sports nutrition, body building, muscle gain and training; dietary supplements in the nature of powdered	Filed On October 22, 2013	Filed intent-to-use. Advise on Date of First Use and Specimens.


No.	MARK APPLICATION No. REGISTRATION No.	GOODS/SERVICES	APPLICATION DATE / REGISTRATION DATE	STATUS / NEXT DUE DATE
		drink mixes and weight loss powders; dietary supplement drinks, namely, nutritional supplements for weight loss, health and bodybuilding; dietary and nutritional food supplements and powdered drink mixes containing soluble and insoluble fiber; nutritional supplements in the form of non-fruit meal replacement bars and powders and nutritional supplements in the form of non-chocolate meal replacement bars and powders; chocolate-based meal replacement bars and powders for weight loss purposes; nutritional supplement meal replacement bars and powders for boosting energy		USPTO Office Action issued on January 17, 2014. Response due July 17, 2014 Amendment to identification of goods and services. Response filed on April 17, 2014. Published for Opposition on June 24, 2014 Notice of Allowance issued on August 19, 2014 Statement of Use due February 19, 2015

6.	LEAN N’ GREEN U.S. Application Serial No. 86098009	Class 05 – Vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, health, sports nutrition, body building, muscle gain and training; dietary supplements in the nature of powdered drink mixes and weight loss powders; dietary supplement drinks, namely, nutritional supplements for weight loss, health and bodybuilding; dietary and nutritional food supplements and powdered drink mixes containing soluble and insoluble fiber; nutritional supplements in the form of non-fruit meal replacement bars and powders and nutritional supplements in the form of non-chocolate meal replacement bars and powders; chocolate-based meal replacement bars and powders for weight loss purposes; nutritional supplement meal replacement bars and powders for boosting energy	Filed On October 22, 2013	Filed intent-to-use. Advise on Date of First Use and Specimens. USPTO Office Action issued on January 23, 2014 refusing registration based on prior GO GREEN AND GET LEAN! - U.S. Registration Nos. 3377252 and 3615024 and requested amendment to the identification of goods.


No.	MARK APPLICATION No. REGISTRATION No.	GOODS/SERVICES	APPLICATION DATE / REGISTRATION DATE	STATUS / NEXT DUE DATE
				Response due July 23, 2014. Response filed on July 22, 2014. Approved for publication on August 19, 2014. Pulled from Publication on August 30, 2014

7.	FORMULEAN U.S. Application Serial No. 86098015	Class 05 – Vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, health, sports nutrition, body building, muscle gain and training; dietary supplements in the nature of powdered drink mixes and weight loss powders; dietary supplement drinks, namely, nutritional supplements for weight loss, health and bodybuilding; dietary and nutritional food supplements and powdered drink mixes containing soluble and insoluble fiber; nutritional supplements in the form of non-fruit meal replacement bars and powders and nutritional supplements in the form of non-chocolate meal replacement bars and powders; chocolate-based meal replacement bars and powders for weight loss purposes; nutritional supplement meal replacement bars and powders for boosting energy	Filed On October 22, 2013	Filed intent-to-use. Advise on Date of First Use and Specimens. Published for Opposition on June 24, 2014. Notice of Allowance issued on August 19, 2014 Statement of Use due February 19, 2015

8.	NEXT STEP U.S. Application Serial No. 86073151	Class 05 – vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight	Filed on. September 24, 2013	Filed intent-to-use


No.	MARK APPLICATION No. REGISTRATION No.	GOODS/SERVICES	APPLICATION DATE / REGISTRATION DATE	STATUS / NEXT DUE DATE
		loss, diet, sports nutrition, body building, muscle gain and training; powders used in the preparation of protein drinks and food bars for use as a meal replacement for weight loss purposes; and dietary supplement drinks, namely, nutritional supplements for bodybuilding, all solely for human consumption and excluding animals Class 35 - Retail store services, mail order catalog services and online retail store services provided via a global computer network featuring vitamins, vitamin, mineral, dietary and nutritional supplements, weight loss supplements and powders, foods, beverages and sports performance drinks and mixes, all solely for human consumption and excluding animals		Advise on Date of First Use and Specimens USPTO issued an office action on February 10, 2014 citing a prior registration for NEXT STEP for animal feed and requesting amendment to the identification of goods. Response due August 10, 2014. We will prepare a response adding “for human consumption in order to distinguish the goods and argue against a likelihood of confusion. Response filed July 21, 2014. Published for Opposition on October 7, 2014

9.	NEXT STEP & DESIGN	Class 05 – vitamins; vitamin, mineral, dietary and nutritional supplements; dietary and nutritional supplement for weight loss, diet, sports nutrition, body building, muscle gain and training; powders used in the preparation of protein drinks and food bars for use as a meal replacement for weight loss purposes; and dietary supplement drinks, namely, nutritional supplements for bodybuilding, all solely for human consumption and excluding animals	Filed on October 24, 2013	Filed intent-to-use Advise on Date of First Use and Specimens


No.	Serial Number	Reg. Number	Word Mark	Live/Dead
1	85289208		CORE OMEGA 3 MULTIVITAMINS ANTIOXIDANT HEALTH GOALS	DEAD
2	78959324	3300183	PRO-PUDDING	DEAD
3	78959402	3292359	BODYTECH	DEAD
4	78856280	3266448	M.D. SELECT	DEAD
5	78540976	3240480	CAMPGROUND LAKE	DEAD
6	78736871	3137287	NITROJACK	DEAD
7	78541651	3137045	ISLAND PASSION	DEAD
8	78935655		FIBER-GONE	DEAD
9	78885420		WE TAKE YOUR HEALTH SERIOUSLY	DEAD
10	78723214		AIRBOOST	DEAD
11	78709840		OPTI-GLO	DEAD
12	78620257		KYLA	DEAD
13	78585155		NATURAL AVALON	DEAD
14	78545353		WILD HARVEST	DEAD
15	78426844		CARB CIRCLE	DEAD
16	77623841		ECO SHOPPE	DEAD
17	77623776		ECO SHOPPE	DEAD
18	77694994		ECO SHOPPE GREEN IDEAS FOR HEALTHY LIVING	DEAD
19	77035113	3294548	TETRABOLIC	DEAD
20	77024953	3294545	ADVANCED SYSTEMIC ENZYMES	DEAD
21	77020587	3294541	ADVANCED LONGEVITY FORMULA	DEAD
22	77265964		ARMORFLEX	DEAD
23	77100193		WILD VALLEY	DEAD
24	77062669		GREEN LIFE	DEAD
25	77060143		ULTIMATE WOMAN LIQUID SCULPT	DEAD
26	75637441		VITAMINBUZZ	DEAD
27	75308990		VS	DEAD
28	75233109	2217734	SPORTS NUTRITION DEPOT	DEAD
29	74522544	1900301	RN’R REST AND RELAX	DEAD
30	74520313	1894800	GUGGACIN COMPLEX	DEAD
31	74458651	1861583	FRESH & NEW	DEAD
32	74444347	1979989	H	DEAD
33	74358629	1870312	SHN	DEAD
34	74358628	1890391	LIPO-VITE COMPLEX	DEAD
35	74354836	1875772	FRESH & NEW THE VITAMIN SHOPPE	DEAD


36	74291086	1764455	BEAUTIFUL TIMES	DEAD
37	74291085	1826309	HEALTHY TIMES YOUR CONNECTION TO GOOD HEALTH	DEAD
38	73711329	1510646	THE VITAMIN SHOPPE	DEAD
39	73709389	1506651	THE VITAMIN SHOPPE	DEAD
40.	85071988		JOINT VITALITY	DEAD


No.	MARK	GOODS/SERVICES	APPLICATION DATE / REGISTRATION DATE
1.	V VITAPATH U.S. Application Serial No. 85779342	Class 03 - Non-medicated skin treatment creams, hair shampoos and bath and shower gels; complementary and alternative medicine products, namely, joint creams; facial and body soaps, scrubs, cleansers, creams and gels; foot scrubs, creams, lotions, sprays and gels and massage oils, gels, lotions and creams; breath fresheners Class 05 - Vitamins; vitamin and mineral supplements; dietary and nutritional supplements; medicated skin treatment creams; complementary and alternative medicine products, namely, aromatherapy oils and lotions, and aromatherapy bath oils for relaxation, stress relief, calming, energizing, clearing, rejuvenation, and inspiration Class 21 – Personal pill organizers and dispensers; cases for pills sold empty for personal use Class 35 - Retail store services, mail order catalog services and online retail store services provided via a global computer network all featuring vitamins, vitamin, mineral, dietary and nutritional supplements, teas, foods and beverages; sports and performance drinks; complementary and alternative medicine products, books, herbal products, aromatherapy products, bath and shower products, skin treatment creams, and related items; pet food and pet products Class 44 - Education services, namely, providing on-line information in the fields of health and nutrition	Filed on November 14, 2012. Notice of Allowance issued on April 30, 2013. Extension filed on November 30, 2013. Statement of Use due November 30, 2014.

2.	V VITAPATH EVERY BODY MATTERS U.S. Application Serial No. 85779257	Class 03 - Non-medicated skin treatment creams, hair shampoos and bath and shower gels; complementary and alternative medicine products, namely, joint creams; facial and body soaps, scrubs, cleansers, creams and gels; foot scrubs, creams, lotions, sprays and gels and massage oils, gels, lotions and creams; breath fresheners	Filed on November 14, 2012.


STATE OF NJ	)
	)	ss:
COUNTY OF Hudson	)