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EX-5.1 - EX-5.1 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-5_1.htm
EX-2.1 - EX-2.1 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-2_1.htm
EX-10.8 - EX-10.8 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_8.htm
EX-10.9 - EX-10.9 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_9.htm
EX-10.1 - EX-10.1 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_1.htm
EX-10.3 - EX-10.3 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_3.htm
EX-10.2 - EX-10.2 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_2.htm
EX-10.7 - EX-10.7 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_7.htm
EX-10.5 - EX-10.5 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_5.htm
EX-10.4 - EX-10.4 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_4.htm
EX-10.6 - EX-10.6 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_6.htm
EX-10.27 - EX-10.27 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_27.htm
EX-10.28 - EX-10.28 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_28.htm
EX-10.10 - EX-10.10 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_10.htm
EX-10.12 - EX-10.12 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_12.htm
EX-10.24 - EX-10.24 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_24.htm
EX-10.17 - EX-10.17 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_17.htm
EX-10.21 - EX-10.21 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_21.htm
EX-10.26 - EX-10.26 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_26.htm
EX-10.15 - EX-10.15 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_15.htm
EX-10.18 - EX-10.18 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_18.htm
EX-10.11 - EX-10.11 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_11.htm
EX-10.20 - EX-10.20 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_20.htm
EX-10.22 - EX-10.22 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_22.htm
EX-10.19 - EX-10.19 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_19.htm
EX-10.31 - EX-10.31 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_31.htm
EX-10.23 - EX-10.23 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_23.htm
EX-10.29 - EX-10.29 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_29.htm
EX-10.25 - EX-10.25 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_25.htm
EX-10.13 - EX-10.13 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_13.htm
EX-10.30 - EX-10.30 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_30.htm
EX-10.14 - EX-10.14 - Natural Grocers by Vitamin Cottage, Inc.a2209969zex-10_14.htm

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As filed with the Securities and Exchange Commission on June 29, 2012

Registration No. 333-182186

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 1
to

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  5411
(Primary Standard Industrial
Classification Code Number)
  45-5034161
(I.R.S. Employer
Identification Number)

12612 West Alameda Parkway
Lakewood, Colorado 80228
(303) 986-4600

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Kemper Isely
Natural Grocers by Vitamin Cottage, Inc.
12612 West Alameda Parkway
Lakewood, Colorado 80228
(303) 986-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Holland & Hart LLP
555 17th Street, Suite 3200
Denver, Colorado 80202
(303) 295-8000
Attn: Lucy Schlauch Stark
Attn: Scott A. Berdan

 

King & Spalding LLP
1180 Peachtree Street
Atlanta, Georgia 30309
(404) 572-4600
Attn: John J. Kelley III
Attn: Keith M. Townsend



Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o



          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered
  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration
Fee(3)

 

Common Stock, $0.001 par value per share

  $115,000,000   $13,179*

 

(1)
Includes shares to be sold upon exercise of the underwriters' overallotment option. See "Underwriting."

(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)
Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

*
Previously paid.



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


EXPLANATORY NOTE

        This Amendment No. 1 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-1 (File No. 333-182186) and no changes or additions are being made hereby to the preliminary prospectus which forms a part of the Registration Statement. Accordingly, the preliminary prospectus has been omitted from this filing.



PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the FINRA filing fee and the NYSE filing fee, the amounts set forth below are estimates.

SEC registration fee

  $ 13,179  

FINRA filing fee

    12,000  

NYSE listing fee

    125,000  

Printing and engraving expenses

    334,000  

Accounting fees and expenses

    550,000  

Legal fees and expenses

    1,300,000  

Transfer agent and registrar fees

    15,000  

Miscellaneous

    55,000  
       

Total

  $ 2,404,179  
       

Item 14.    Indemnification of Directors and Officers.

        Prior to the consummation of this offering, we intend to enter into indemnification agreements with each of our current directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

        Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant's bylaws, as in effect upon the consummation of the offering, will provide for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

        Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's certificate of incorporation, as in effect upon the consummation of the offering, will provide for such limitation of liability.

        The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other

II-1


wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

        The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.

Item 15.    Recent Sales of Unregistered Securities.

        In the three years preceding the filing of this Registration Statement, the Registrant has issued and sold the following unregistered securities:

        Pursuant to the Registrant's employment agreement with Sandra Buffa, our Chief Financial Officer, the Registrant will issue shares of its common stock to Ms. Buffa immediately following the consummation of the offering, at the public offering price, as consideration for services provided by Ms. Buffa since her employment with the Registrant commenced in 2008 as described in "The Reorganization." The issuance of securities to Ms. Buffa will be made in reliance upon Section 4(2) of the Securities Act, as amended, and will not involve any underwriters, underwriting discounts or commissions, or any public offering. Ms. Buffa has represented her intention to acquire these securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to any share certificates issued.

        In connection with and immediately prior to the consummation of the Registrant's initial public offering, the Registrant will issue shares of its common stock to the minority members of BVC, as consideration for their contribution of equity interests in BVC to the Registrant, as described in "The Reorganization." This issuance of the Registrant's common stock will be made in reliance upon Section 4(2) of the Securities Act, as amended, and will not involve any underwriters, underwriting discounts or commissions, or any public offering. The persons and entities who will receive such securities have represented their intention to acquire these securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to any share certificates issued.

Item 16.    Exhibits and Financial Statement Schedules.

(a)
The following documents are filed as exhibits to this registration statement:

 
  Exhibit No.   Description
      1.1*   Form of Underwriting Agreement

 

 

 

2.1

 

Limited Liability Company Interest Purchase and Contribution Agreement between Vitamins, Inc., Howard & Forey, Inc., Natural Grocers by Vitamin Cottage, Inc. and Vitamin Cottage Natural Food Markets, Inc. dated June 14, 2012

 

 

 

3.1*

 

Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering

 

 

 

3.2*

 

Form of Amended and Restated Bylaws, to be in effect upon completion of this offering

 

 

 

4.1

 

Reference is made to Exhibits 3.1 and 3.2

 

 

 

4.2*

 

Specimen Common Stock Certificate

 

 

 

4.3*

 

Registration Rights Agreement

 

 

 

5.1

 

Form of opinion of Holland & Hart LLP as to the legality of the securities being registered

II-2


 
  Exhibit No.   Description
      10.1   Amended and Restated Employment Agreement by and between Vitamin Cottage Natural Food Markets, Inc., Natural Grocers by Vitamin Cottage, Inc. and Sandra M. Buffa, dated June 26, 2012

 

 

 

10.2

 

Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders Party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated September 29, 2006

 

 

 

10.3

 

First Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated November 2, 2006

 

 

 

10.4

 

Second Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated December 13, 2006

 

 

 

10.5

 

Third Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc. the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 26, 2007

 

 

 

10.6

 

Fourth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated November 30, 2008

 

 

 

10.7

 

Fifth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2009

 

 

 

10.8

 

Sixth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2010

 

 

 

10.9

 

Seventh Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated December 21, 2010

 

 

 

10.10

 

Eighth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated May 13, 2011

 

 

 

10.11

 

Ninth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated July 11, 2011

 

 

 

10.12

 

Tenth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated January 26, 2012

 

 

 

10.13

 

Subordination Agreement by and among Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated September 29, 2006

 

 

 

10.14

 

First Amendment to Subordination Agreement by and between Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated June 26, 2007

 

 

 

10.15

 

Amended and Restated Promissory Note by Vitamin Cottage Natural Food Markets, Inc., for the benefit of JPMorgan Chase Bank, N.A., as Lender, dated December 21, 2010

 

 

 

10.16*

 

Form of Omnibus Incentive Plan

 

 

 

10.17

 

Summary of Compensation Arrangements for Non-Employee Directors

II-3


 
  Exhibit No.   Description
      10.18   Form of Indemnification Agreement

 

 

 

10.19

 

Shopping Center Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated January 1, 2010

 

 

 

10.20

 

Ground lease by and between 3801 East Second Avenue, LLC and Vitamin Cottage Natural Food Markets, Inc., dated March 1, 2001

 

 

 

10.21

 

Commercial Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006

 

 

 

10.22

 

Sublease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006

 

 

 

10.23

 

Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated September 1, 2011

 

 

 

10.24

 

Lease by and between Chalet Properties, LLC and Boulder Vitamin Cottage Group, LLC, dated July 1, 2011

 

 

 

10.25

 

Lease by and between Isely Family Land Trust, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012

 

 

 

10.26

 

Lease by and between Chalet Properties, Austin, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012

 

 

 

10.27

 

Building Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated December 8, 2010

 

 

 

10.28

 

Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated May 20, 2008#

 

 

 

10.29

 

Addendum A to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated February 27, 2009#

 

 

 

10.30

 

Agreement Addendum to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated March 10, 2012#

 

 

 

10.31

 

Third Amendment to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated June 3, 2012#

 

 

 

21.1*

 

List of subsidiaries

 

 

 

23.1†

 

Consent of KPMG LLP

 

 

 

23.2*

 

Consent of Holland & Hart LLP (contained in Exhibit 5.1)

 

 

 

24.1†

 

Powers of Attorney (included on the signature page)

 

 

 

99.1†

 

Confidential Submission No. 1 submitted to the Securities and Exchange Commission on April 25, 2012

 

 

 

99.2†

 

Confidential Submission No. 2 submitted to the Securities and Exchange Commission on May 31, 2012

*
To be filed by amendment

Previously filed

#
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment

II-4


Item 17.    Undertakings.

        The undersigned registrant hereby undertakes that:

    (1)
    The undersigned will provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

    (2)
    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, shall be deemed to be part of this registration statement as of the time it was declared effective.

    (3)
    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (4)
    For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

    (5)
    For the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

              (a)   Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

              (b)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

              (c)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

              (d)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-5



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on June 29, 2012.

    Natural Grocers by Vitamin Cottage, Inc.

 

 

By:

 

/s/ KEMPER ISELY

Kemper Isely,
Its Co-President

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name
 
Title
 
Date

 

 

 

 

 

 

 
/s/ KEMPER ISELY

Kemper Isely
  (Principal Executive Officer, Co-President, Director)   June 29, 2012

/s/ SANDRA BUFFA

Sandra Buffa

 

(Principal Financial and Accounting Officer)

 

June 29, 2012

/s/ ZEPHYR ISELY

Zephyr Isely

 

Director

 

June 29, 2012

*

Heather Isely

 

Director

 

June 29, 2012

/s/ ELIZABETH ISELY

Elizabeth Isely

 

Director

 

June 29, 2012

*By:

 

/s/ KEMPER ISELY

Kemper Isely, attorney-in-fact

 

 

 

 

II-6



EXHIBIT INDEX

 
  Exhibit No.   Description
      1.1*   Form of Underwriting Agreement

 

 

 

2.1

 

Limited Liability Company Interest Purchase and Contribution Agreement between Vitamins, Inc., Howard & Forey, Inc., Natural Grocers by Vitamin Cottage, Inc. and Vitamin Cottage Natural Food Markets, Inc. dated June 14, 2012

 

 

 

3.1*

 

Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering

 

 

 

3.2*

 

Form of Amended and Restated Bylaws, to be in effect upon completion of this offering

 

 

 

4.1

 

Reference is made to Exhibits 3.1 and 3.2

 

 

 

4.2*

 

Specimen Common Stock Certificate

 

 

 

4.3*

 

Registration Rights Agreement

 

 

 

5.1

 

Form of opinion of Holland & Hart LLP as to the legality of the securities being registered

 

 

 

10.1

 

Amended and Restated Employment Agreement by and between Vitamin Cottage Natural Food Markets, Inc., Natural Grocers by Vitamin Cottage, Inc. and Sandra M. Buffa, dated June 26, 2012

 

 

 

10.2

 

Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders Party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated September 29, 2006

 

 

 

10.3

 

First Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated November 2, 2006

 

 

 

10.4

 

Second Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated December 13, 2006

 

 

 

10.5

 

Third Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc. the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 26, 2007

 

 

 

10.6

 

Fourth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated November 30, 2008

 

 

 

10.7

 

Fifth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2009

 

 

 

10.8

 

Sixth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2010

 

 

 

10.9

 

Seventh Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated December 21, 2010

 

 

 

10.10

 

Eighth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated May 13, 2011

 

 

 

10.11

 

Ninth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated July 11, 2011

 
  Exhibit No.   Description
      10.12   Tenth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated January 26, 2012

 

 

 

10.13

 

Subordination Agreement by and among Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated September 29, 2006

 

 

 

10.14

 

First Amendment to Subordination Agreement by and between Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated June 26, 2007

 

 

 

10.15

 

Amended and Restated Promissory Note by Vitamin Cottage Natural Food Markets, Inc., for the benefit of JPMorgan Chase Bank, N.A., as Lender, dated December 21, 2010

 

 

 

10.16*

 

Form of Omnibus Incentive Plan

 

 

 

10.17

 

Summary of Compensation Arrangements for Non-Employee Directors

 

 

 

10.18

 

Form of Indemnification Agreement

 

 

 

10.19

 

Shopping Center Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated January 1, 2010

 

 

 

10.20

 

Ground lease by and between 3801 East Second Avenue, LLC and Vitamin Cottage Natural Food Markets, Inc., dated March 1, 2001

 

 

 

10.21

 

Commercial Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006

 

 

 

10.22

 

Sublease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006

 

 

 

10.23

 

Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated September 1, 2011

 

 

 

10.24

 

Lease by and between Chalet Properties, LLC and Boulder Vitamin Cottage Group, LLC, dated July 1, 2011

 

 

 

10.25

 

Lease by and between Isely Family Land Trust, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012

 

 

 

10.26

 

Lease by and between Chalet Properties, Austin, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012

 

 

 

10.27

 

Building Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated December 8, 2010

 

 

 

10.28

 

Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated May 20, 2008#

 

 

 

10.29

 

Addendum A to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated February 27, 2009#

 

 

 

10.30

 

Agreement Addendum to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated March 10, 2012#

 

 

 

10.31

 

Third Amendment to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated June 3, 2012#

 

 

 

21.1*

 

List of subsidiaries

 

 

 

23.1†

 

Consent of KPMG LLP

 
  Exhibit No.   Description
      23.2*   Consent of Holland & Hart LLP (contained in Exhibit 5.1)

 

 

 

24.1†

 

Powers of Attorney (included on the signature page)

 

 

 

99.1†

 

Confidential Submission No. 1 submitted to the Securities and Exchange Commission on April 25, 2012

 

 

 

99.2†

 

Confidential Submission No. 2 submitted to the Securities and Exchange Commission on May 31, 2012

*
To be filed by amendment

Previously filed

#
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment



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