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): October 21, 2005 (October 20, 2005)
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| GNC Corporation |
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| Delaware |
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333-116040 |
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72-1575170 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
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:
o 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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Director Joshua Harris resigned from the board of directors effective October 20, 2005. To
the knowledge of the Registrant, Mr. Harris did not resign due to any disagreement with the
Registrant’s operations, policies or practices.
The board of directors of the Registrant has appointed Laurence M. Berg as a director
effective October 20, 2005 to fill the vacancy created by Mr. Harris’ resignation. It has not been
determined at this time whether Mr. Berg will serve on any committee of the board of directors.
Mr. Berg is a founding senior partner of Apollo Advisors, L.P. and a partner of Apollo
Management V, L.P. Our stockholders agreement, dated December 5, 2003, with our stockholders,
including Apollo Management V, L.P., gives Apollo Investment Fund V, L.P., an affiliate of Apollo
Management V, L.P., the right to nominate all of the members of our board of directors and, until
the occurrence of certain events, the right to vote all shares of our common stock and preferred
stock subject to the stockholders’ agreement on all matters.
As a result of his positions, Mr. Berg may be deemed to have an indirect material interest in
the management agreement entered into by GNC Corporation, the Registrant and Apollo Management V,
L.P. on December 5, 2003. Under this management agreement, Apollo Management V, L.P. agreed to
provide to us certain investment banking, management, consulting and financial planning services on
an ongoing basis and certain financial advisory and investment banking services in connection with
major financial transactions that may be undertaken by us or our subsidiaries in exchange for a fee
of $1.5 million per year, plus reimbursement of expenses. Apollo Management V, L.P. may provide
additional services to us from time to time pursuant to the management agreement, including
financial advisory and investment banking services in connection with certain transactions for
which we will pay customary fees and expenses.