UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~OF THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported) September 17, 2007

~~Date~~Natrol, ~~of Report~~Inc. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): June 1,~~specified ~~2007~~in its charter)

Natrol, Inc.

Delaware		0-24567		95-3560780
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~(Exact~~21411 ~~name~~Prairie ofStreet, ~~registrant~~Chatsworth, asCA ~~specified~~91311 in(Address ~~its~~of ~~charter~~principal executive offices) (Zip Code)

Delaware		0-24567		95-3560780
(State or other jurisdiction of incorporation)		Commission file number		(I.R.S. Employer Identification No.)

Registrant’s telephone number, including area code 818-739-6000

~~21411~~Not ~~Prairie Street, Chatsworth, California 91311~~Applicable

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices)~~address, ~~(Zip~~if ~~code~~changed since last report.)

~~Registrant’s~~Check the ~~telephone~~appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code: (818)~~the ~~739~~Form 8-~~6000~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Not~~o ~~applicable~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(FormerITEM name8.01 or0THER former address, if changed since last report)EVENTS

~~Check~~On ~~the~~September ~~appropriate~~17, ~~box below~~2007, ifNatrol, Inc. (the ~~Form~~“Company”)issued a ~~8-K~~press ~~filing~~release announcing that its 2007 Annual Meeting of Stockholders (the “2007 Annual Meeting”) is ~~intended~~expected to ~~simultaneously~~be ~~satisfy~~held on December 3, 2007, at 8:30 a.m. Pacific Time, at the ~~filing~~Company’s corporate headquarters located at 21411 Prairie ~~obligation~~Street, Chatsworth, California. The Board of Directors of the ~~registrant~~Company ~~under~~has ~~any~~set the close of business on October 19, 2007 as the ~~following~~record ~~provisions:~~date for the meeting. The Company expects to mail a definitive proxy statement relating to the 2007 Annual Meeting on or about November 2, 2007 to the stockholders of record as of the record date.

o Written communications pursuant to Rule 42514a-8 underStockholder theProposal Securities Act (17 CFR 230.425)Deadline

o The 2007 Annual Meeting date represents a change of ~~Soliciting~~more ~~material~~than 30 days from the anniversary of the Company’s 2006 Annual Meeting of Stockholders. As a result, the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-128 under the Securities Exchange Act ~~(17~~of ~~CFR~~1934, as amended, for inclusion in the Company’s ~~240~~proxy materials for the 2007 Annual Meeting.~~14a-12)~~ The new deadline for delivering stockholder proposals to the Company is the close of business on October 2, 2007. Such proposals should be delivered to: Natrol, Inc. 21411 Prairie Street, Chatsworth, California 91311, Attention: Corporate Secretary. The Company recommends that such proposals be sent by certified mail, return receipt requested. Such proposals will also need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in the Company’s proxy materials, and may be omitted if not in compliance with applicable requirements.

o PreBy-commencementLaws communicationsAdvance pursuantNotice to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Deadline

o In ~~Pre~~accordance with the requirements for advance notice set forth in the Company’s By-~~commencement~~Laws, ~~communications~~in ~~pursuant~~order tofor a stockholder proposal submitted outside of Rule ~~13e~~14a-48 (cwhich may not be included in the Company’s proxy materials) ~~under~~or a director nomination to be considered timely, such proposal or nomination must be received by the ~~Exchange~~Corporate Secretary by the close of business on October 2, 2007 ~~Act~~at ~~(17~~the ~~CFR~~address ~~240~~noted above.~~13e~~ The press release constitutes public announcement of the date of mailing of the notice for the 2007 Annual Meeting for purposes of Section 2 of the Company’s By-~~4(c))~~Laws. The text of the press release is filed as Exhibit 99 .1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

~~Item 1.01 Entry into a Material Definitive Agreement~~2

OnItem ~~June 1, 2007, Natrol, Inc~~9.01 ~~entered~~Financial ~~into~~Statements ~~a stock purchase agreement with Medical Research Institute (“MRI”), a California corporation~~ and the shareholders of MRI listed on the signature page thereto (the “Sellers”), for the purchase of all of the outstanding capital stock of MRI. Prior to the execution of the stock purchase agreement, there were no material relationships between Natrol and MRI or the Sellers.Exhibits

~~Additional information regarding the stock purchase agreement is included in Item 2.01 and is incorporated herein by reference.~~(d) EXHIBITS

Item 2.01 Completion of Acquisition or Disposition of Assets

Exhibit No.		Description
99.1		Press Release dated September 17, 2007

On June 1, 2007, Natrol completed the purchase from the Sellers of all of the outstanding capital stock of MRI in accordance with the terms of the stock purchase agreement. The purchase price consisted of $8 million in cash, after certain closing adjustments. Natrol also agreed to make cash earnout and incentive payments to the Sellers over a three-year period, depending upon MRI’s financial performance during each of the three-year periods after closing.SIGNATURES

~~The~~Pursuant ~~stock~~to ~~purchase agreement~~the ~~also~~requirements ~~contains~~of ~~customary~~the ~~representations,~~Securities Exchange ~~warranties~~Act of 1934, ~~covenants~~the ~~and~~registrant has duly caused this report to be signed ~~indemnities~~on its behalf by the undersigned hereunto duly authorized.

As part of the purchase of MRI, Natrol also entered into a three-year employment agreement with Edward A. Byrd, the founder and controlling shareholder of MRI. Under the employment agreement, Natrol agreed initially to pay Mr. Byrd $230,000 per year. Natrol and Mr. Byrd also entered into a non-competition agreement in favor of Natrol.

Dated: September 17, 2007	NATROL, INC.


	By:	/s/ Dennis R. Jolicoeur
		Dennis R. Jolicoeur
		Chief Financial Officer,
		Treasurer and
		Executive Vice President

~~The description of the stock purchase agreement is qualified in its entirety by the full text of the agreement attached as exhibit 2.1 hereto and incorporated herein by reference.~~3

Item 7.01 Regulation FD Disclosure

On June 5, 2007, Natrol issued a press release announcing the acquisition of MRI. A copy of the press release is attached hereto as exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(a) and (b) Financial statements of businesses acquired and Pro forma financial information.

The financial statements and pro forma financial information required by this item are not filed herewith, but will be filed by Natrol by amendment to this report not later than 71 calendar days after the date of this initial report.

(d) Exhibits.

Exhibit No.		Exhibit Description
2.1		Stock Purchase Agreement dated as of June 1, 2007 by and among Natrol, Inc., Medical Research Institute (“MRI”) and the shareholders of MRI listed therein
99.1		Press release of Natrol, Inc. dated June 5, 2007

SIGNATURES

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

Dated: June 7, 2007	NATROL, INC.
	By:	/s/ Dennis R. Jolicoeur
		Dennis R. Jolicoeur
		Chief Financial Officer, Treasurer and Executive Vice President

EXHIBIT INDEX

Exhibit No.		Exhibit Description
2.1		Stock Purchase Agreement dated as of June 1, 2007 by and among Natrol, Inc., Medical Research Institute (“MRI”) and the shareholders of MRI listed therein
99.1		Press release of Natrol, Inc. dated June 5, 2007

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