===============================================================================
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): DECEMBER 2, 2004
GNC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 333-116040 72-1575170
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222
(Address of principal executive offices) (Zip Code)
(412) 288-4600
(Registrant's telephone number, including area code)
Not Applicable
(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:
[ ] 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 5.02 Other Events.
--------- -------------
On December 2, 2004, Louis Mancini resigned his position as President
and Chief Executive Officer of GNC Corporation ("GNC") and of our wholly owned
subsidiary, General Nutrition Centers, Inc. ("Centers"). Mr. Mancini also
resigned as a member of each company's board of directors. The board of
directors of each company appointed Robert J. DiNicola as interim Chief
Executive Officer and is currently conducting a search for a permanent
replacement for Mr. Mancini.
In connection with his appointment as interim Chief Executive Officer
of Centers, Centers entered into an employment agreement with Mr. DiNicola. The
term of the employment agreement expires on December 31, 2005, subject to one
year extensions at the option of the company. Under the employment agreement,
Mr. DiNicola will receive a base salary of $535,000 per year, with annual
bonuses of 50% to 120% of his base salary based upon Centers' attainment of
specified financial targets. In addition, Mr. DiNicola will be entitled to a
success bonus of $1 million if, during the term of the agreement, Centers'
completes an initial public offering or change of control transaction (in
either case of a specified magnitude) and in certain other circumstances. Upon
Mr. DiNicola's death or disability, he will be entitled to receive his base
salary for the remaining term of the employment agreement and a pro rata bonus.
In the event of a termination of Mr. DiNicola's employment without cause or for
good reason (each, as defined in the employment agreement), he will be entitled
to receive his base salary for 12 months and a pro rata bonus for the year in
which he was terminated.
In connection with his appointment as interim Chief Executive Officer
of GNC, Mr. DiNicola received options to purchase 300,000 shares of GNC common
stock at a per share exercise price of $6.00 per share. 150,000 of these
options are immediately exercisable, and 150,000 of these options become
exercisable after 1 year of employment. In the event of a change of control of
GNC, all of Mr. DiNicola's options will become immediately exercisable.
Item 9.01 Financial Statements and Exhibits.
--------- ----------------------------------
(c) Exhibits.
Exhibit Number Description
---------------- -----------------------------------------------------------
10.1 Employment Agreement, dated December 2, 2004, between
General Nutrition Centers, Inc. and Robert J. DiNicola
---------------- ----------------------------------------------------------
10.2 Stock Option Agreement, dated December 2, 2004, between
GNC Corporation and Robert J. DiNicola
---------------- -----------------------------------------------------------
99.1 Press Release of GNC Corporation, dated December 2, 2004
---------------- -----------------------------------------------------------
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: December 2, 2004
GNC CORPORATION
By: /s/ James M. Sander
-------------------------
Name: James M. Sander
Title: Senior Vice President, Chief
Legal Officer and Secretary