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) December 8, 2011
GNC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-35113 |
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20-8536244 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
300 Sixth Avenue, Pittsburgh, Pennsylvania |
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15222 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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):
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 8.01 Other Events.
On December 8, 2011, GNC Holdings, Inc. (the Company) issued a press release announcing the approval of a share repurchase program pursuant to which the Company may purchase up to an aggregate of $70 million in shares of its outstanding Class A common stock. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
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 |
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Description |
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99.1 |
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Press Release, dated December 8, 2011 |
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: December 8, 2011
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GNC HOLDINGS, INC. | |
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By: |
/s/ Michael M. Nuzzo |
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Michael M. Nuzzo |
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Executive Vice President and Chief |
Exhibit 99.1
GNC HOLDINGS, INC. ANNOUNCES
SHARE REPURCHASE PROGRAM
Pittsburgh, PA December 8, 2011 GNC Holdings, Inc. (NYSE: GNC) (the Company), a leading global specialty retailer of health and wellness products, today announced that its Board of Directors (the Board) has authorized a share repurchase program of the Companys Class A common stock, commencing on or about the date hereof. The intent of the program is to mitigate dilution associated primarily with the exercise of employee stock options.
Under the share repurchase program, the Company may purchase up to an aggregate of $70 million in shares of its outstanding Class A common stock from time to time in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), through open market purchases or block trades, and may make all or part of the purchases pursuant to plans adopted in accordance with Rule 10b5-1 of the Exchange Act. The Company has no obligation to repurchase shares under the share repurchase program.
About GNC
GNC Holdings, Inc., headquartered in Pittsburgh, Pa., is a leading global specialty retailer of health and wellness products, including vitamins, minerals and herbal supplement products, sports nutrition products and diet products, and trades on the New York Stock Exchange under the symbol GNC.
As of September 30, 2011, GNC has more than 7,500 locations, of which more than 5,800 retail locations are in the United States (including 919 franchise and 2,103 Rite Aid franchise store-within-a-store locations) and franchise operations in 52 countries (including distribution centers where retail sales are made). The Company which is dedicated to helping consumers Live Well has a diversified, multi-channel business model and derives revenue from product sales through company-owned retail stores, domestic and international franchise activities, third party contract manufacturing, e-commerce and corporate partnerships. The Companys broad and deep product mix, which is focused on high-margin, premium, value-added nutritional products, is sold under GNC proprietary brands, including Mega Men, Ultra Mega, GNC Wellbeing, Pro Performance and Longevity Factors, and under nationally recognized third party brands.
This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business that is not historical information. Forward-looking statements can be identified by the use of terminology such as subject to, believes, anticipates, plans, expects, intends, estimates, projects, may, will, should, can, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy and outlook. While the Company believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Actual
results could differ materially from those described or implied by such forward-looking statements. For a listing of factors that may materially affect such forward-looking statements, please refer to the prospectus that is contained in the Companys registration statement on Form S-1 (File No. 333-176721) filed with the U.S. Securities and Exchange Commission.
Contacts:
Investors:
Michael M. Nuzzo, Executive Vice President and CFO
(412) 288-2029
or
Dennis Magulick, Senior Director Treasury & Investor Relations
(412) 288-4632