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)  November 1, 2012

 

 

GNC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

 

 

001-35113

 

 

 

20-8536244

 

(State or Other Jurisdiction
of Incorporation)

 

 

(Commission
File Number)

 

 

 

(IRS Employer
Identification No.)

 

 

 

 

300 Sixth Avenue, Pittsburgh, Pennsylvania

 

 

15222

 

 

(Address of Principal Executive Offices)

 

 

(Zip Code)

 

 

Registrant’s telephone number, including area code (412) 288-4600

 

 

N/A

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

Item 2.02        Results of Operations and Financial Condition.

 

On November 1, 2012, GNC Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2012.  The text of the press release is included as Exhibit 99.1 to this Form 8-K.

 

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 8.01        Other Events.

 

On November 1, 2012, the Company issued a press release announcing that its board of directors has authorized and declared a cash dividend for the fourth quarter of 2012 of $0.11 per share of its common stock. The text of the press release is included as Exhibit 99.1 to this Form 8-K.  The dividend will be paid on or about December 31, 2012 to stockholders of record as of the close of business on December 14, 2012.

 

The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01.       Financial Statements and Exhibits.

 

(d)                   Exhibits:

 

Exhibit Number          Description

 

99.1                                                                                                                    Press Release, dated November 1, 2012

 


 

SIGNATURE

 

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:  November 1, 2012

 

 

GNC HOLDINGS, INC.

 

 

 

 

 

By:

 

/s/ Gerald J. Stubenhofer, Jr.

 

 

 

Gerald J. Stubenhofer, Jr.

 

 

 

Senior Vice President, Chief Legal Officer
and Secretary

 


 

Exhibit Index

 

Exhibit Number

 

Description

99.1

 

Press Release, dated November 1, 2012