Основная статистика
| LEI | 529900KBRR0AMACIJU82 |
| CIK | 1502034 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GNC Holdings, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GNC Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36191G107 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| October 7, 2020 |
Fifth Amendment to Stalking Horse Agreement, dated October 7, 2020. EX-10.1 Exhibit 10.1 EXECUTION VERSION FIFTH AMENDMENT TO STALKING HORSE AGREEMENT This Fifth Amendment to Stalking Horse Agreement (this “Amendment”), is made and entered into as of October 7, 2020 by and among GNC Holdings, Inc., a Delaware corporation (the “Seller”), on behalf of itself and the other Selling Entities, and Harbin Pharmaceutical Group Holding Co., Ltd., a corporation incorporated |
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| October 7, 2020 |
FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35113 GNC Holdings, Inc. (Exact name of registrant as specified |
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| October 7, 2020 |
S-8 POS 1 d34255ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 7, 2020 Registration No. 333-173578, 333-207770, 333-220429 and No. 333-226365 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-173578 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. |
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| October 7, 2020 |
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 7, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission File |
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| October 7, 2020 |
S-8 POS As filed with the Securities and Exchange Commission on October 7, 2020 Registration No. |
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| October 7, 2020 |
S-8 POS As filed with the Securities and Exchange Commission on October 7, 2020 Registration No. |
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| October 7, 2020 |
S-8 POS As filed with the Securities and Exchange Commission on October 7, 2020 Registration No. |
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| September 23, 2020 |
*Fourth Amendment to Stalking Horse Agreement, dated September 17, 2020. EX-10.1 Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO STALKING HORSE AGREEMENT This Fourth Amendment to Stalking Horse Agreement (this “Amendment”), is made and entered into as of September 17, 2020 by and among GNC Holdings, Inc., a Delaware corporation (the “Seller”), on behalf of itself and the other Selling Entities, and Harbin Pharmaceutical Group Holding Co., Ltd., a corporation incorpo |
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| September 23, 2020 |
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): September 17, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission F |
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| September 14, 2020 |
EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) GNC HOLDINGS, INC., et al., ) Case No. 20-11662 (KBO) ) Debtors.1 ) (Jointly Administered) ) ) Sale Hearing: Sep. 17, 2020 at 10:00 a.m. (ET) NOTICE OF AUCTION CANCELLATION AND SUCCESSFUL BIDDER PLEASE TAKE NOTICE THAT, on July 1, 2020, GNC Holdings, Inc. and its affiliate debtors and de |
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| September 14, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): September 14, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission F |
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| August 21, 2020 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT TO STALKING HORSE AGREEMENT This Second Amendment to Stalking Horse Agreement (this “Amendment”), is made and entered into as of August 19, 2020 by and among GNC Holdings, Inc., a Delaware corporation (the “Seller”), on behalf of itself and the other Selling Entities, and Harbin Pharmaceutical Group Holding Co., Ltd., a corporation incorporat |
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| August 21, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 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): August 20, 2020 (August 15, 2020) GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation |
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| August 21, 2020 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO STALKING HORSE AGREEMENT This First Amendment to Stalking Horse Agreement (this “Amendment”), is made and entered into as of August 14, 2020 by and among GNC Holdings, Inc., a Delaware corporation (the “Seller”), on behalf of itself and the other Selling Entities, and Harbin Pharmaceutical Group Holding Co., Ltd., a corporation incorporated |
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| August 10, 2020 |
EXECUTION VERSION STALKING HORSE AGREEMENT BY AND AMONG GNC HOLDINGS, INC., EACH OF THE SUBSIDIARIES OF GNC HOLDINGS, INC. LISTED ON SCHEDULE I AND HARBIN PHARMACEUTICAL GROUP HOLDING CO., LTD. DATED AS OF AUGUST 7, 2020 THIS STALKING HORSE AGREEMENT IS SUBJECT TO REVISION BY THE SELLER AT ANY TIME AND MUST BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF THE CONFIDENTIALITY AGREEMENT ENTERED |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| August 10, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001 |
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| August 10, 2020 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 14, 2013 (the “Effective Date”), by and between General Nutrition Centers, Inc. |
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| July 2, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 26, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission File N |
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| July 1, 2020 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of the Common Stock (the 'Common Stock') GNC Holdings, Inc. |
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| June 30, 2020 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 25, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission File N |
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| June 24, 2020 |
*Restructuring Support Agreement, dated June 23, 2020 EX-10.1 Exhibit 10.1 Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RES |
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| June 24, 2020 |
EX-99.2 Exhibit 99.2 GNC Accelerates Store Optimization and Growth Strategies Using Chapter 11 framework to right-size store portfolio and improve its capital structure Pursues dual track restructuring for standalone plan or going concern sale process, with the support of certain of its secured lenders, an affiliate of its largest shareholder, Harbin Pharmaceutical Group Holding Co., Ltd., and GNC |
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| June 24, 2020 |
EX-99.1 Exhibit 99.1 LIST OF DEBTOR SUBSIDIARIES OF GNC HOLDINGS, INC. Entity Name Jurisdiction of Organization General Nutrition Centers, Inc. Delaware General Nutrition Centres Company Canada General Nutrition Corporation Pennsylvania General Nutrition Investment Company Arizona GNC Canada Holdings, Inc. Nevada GNC China Holdco, LLC Delaware GNC Corporation Delaware GNC Funding, Inc. Delaware GN |
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| June 24, 2020 |
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): June 18, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission File N |
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| June 24, 2020 |
EX-99.3 Exhibit 99.3 = June 2020 1Exhibit 99.3 = June 2020 1 Disclaimer This presentation contains certain forward-looking statements within the meaning of the private Securities Litigation Reform Act of 1995 with respect to our plans, financial condition, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that |
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| June 24, 2020 |
EX-10.2 3 d925371dex102.htm EX-10.2 Exhibit 10.2 FINAL VERSION CONFIDENTIAL – SUBJECT TO FRE 408 AND APPLICABLE LAW EQUIVALENTS THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN ARE STRICTLY PRIVATE AND CONFIDENTIAL AND ARE NOT TO BE DISCLOSED OR RELIED UPON IN ANY MANNER WHATSOEVER WITHOUT THE PRIOR WRITTEN CONSENT1 OF HARBIN PHARMACEUTICAL GROUP HOLDING CO., LTD. (“HAYAO”). THIS TERM SHEET IS |
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| June 24, 2020 |
DIP Backstop Commitment Letter EX-10.3 Exhibit 10.3 EXECUTION VERSION CONFIDENTIAL June 23, 2020 General Nutrition Centers, Inc. 300 Sixth Avenue Pittsburgh, PA 15222 DIP Backstop Commitment Letter Ladies and Gentlemen: You have informed the undersigned (in such capacities, the “Backstop Term Lenders”) that General Nutrition Centers, Inc., a Delaware corporation (the “Company”), GNC Holdings, Inc., a Delaware corporation (“Hold |
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| June 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| June 24, 2020 |
Amendment to Employment Agreement of Kenneth A. Martindale EX-10.5 Exhibit 10.5 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, General Nutrition Centers, Inc., a Delaware corporation (“GNCI”), GNC Holdings, Inc. a Delaware corporation (“GNC Holdings” and collectively with GNCI the “Company”) and Ken Martindale (the “Executive”), are parties to an Employment Agreement dated as of September 11, 2017 (the “Employment Agreement”). WHEREAS, it is the desire |
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| June 24, 2020 |
EX-10.4 Exhibit 10.4 FORM OF LETTER AGREEMENT [Address] RE: Retention Bonus Dear [Name]: To incentivize you to remain with and committed to GNC Holdings, Inc. (the “Company” or “we”) and General Nutrition Centers, Inc. (a subsidiary of the Company and, together with its subsidiaries, “GNCI”), we are offering you a retention bonus of $[amount] (the “Retention Bonus”) upon the terms set forth in thi |
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| June 15, 2020 |
Third Amendment to the ABL Credit Agreement, dated as of June 12, 2020 EX-10.2 Exhibit 10.2 EXECUTION VERSION THIRD AMENDMENT THIRD AMENDMENT, dated as of June 12, 2020 (this “Third Amendment”), to the ABL Credit Agreement, dated as of February 28, 2018 (as amended by that certain First Amendment, dated as of March 20, 2018, as further amended by that certain Second Amendment, dated as of May 15, 2020, and as further amended, restated, supplemented or otherwise modif |
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| June 15, 2020 |
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): June 12, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission File N |
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| June 15, 2020 |
Second Amendment to the Term Loan Agreement, dated as of June 12, 2020 EX-10.1 Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT SECOND AMENDMENT, dated as of June 12, 2020 (this “Second Amendment”), to the Amended and Restated Term Loan Credit Agreement, dated as of February 28, 2018 (as amended by that certain First Amendment, dated as of May 15, 2020, and as further amended, restated, supplemented or otherwise modified from time to time prior to, but not including, |
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| June 15, 2020 |
GNC Holdings, Inc. Reaches Agreement with Lenders for Extension of Debt Maturity Dates EX-99.1 Exhibit 99.1 GNC Holdings, Inc. Reaches Agreement with Lenders for Extension of Debt Maturity Dates PITTSBURGH, June 12, 2020 – GNC Holdings, Inc. (NYSE: GNC), a global health and wellness brand that helps people live well, announced today that it has reached an agreement with required lender groups to extend the springing maturity dates for certain loans. As previously disclosed, GNC’s Tr |
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| May 19, 2020 |
Submission of Matters to a Vote of Security Holders 8-K 1 annualmeetingstockhold.htm 8-K 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): May 19, 2020 (May 18, 2020) GNC HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 001-35113 (Commi |
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| May 15, 2020 |
Second Amendment to the ABL Credit Agreement, dated as of May 15, 2020 EX-10.2 Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT SECOND AMENDMENT, dated as of May 15, 2020 (this “Second Amendment”), to the ABL Credit Agreement, dated as of February 28, 2018 (as amended by that certain First Amendment, dated as of March 20, 2018, and as further amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Exis |
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| May 15, 2020 |
GNC Holdings, Inc. Reaches Agreement with Lenders for Extension on Debt Maturity Dates EX-99.1 Exhibit 99.1 GNC Holdings, Inc. Reaches Agreement with Lenders for Extension on Debt Maturity Dates PITTSBURGH, May 15, 2020 – GNC Holdings, Inc. (NYSE: GNC), a global health and wellness brand that helps people live well, announced today that it has reached an agreement with required lender groups to extend the springing maturity dates for certain loans. As previously disclosed, GNC’s Tra |
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| May 15, 2020 |
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): May 15, 2020 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 15, 2020 |
First Amendment to the Term Loan Agreement, dated as of May 15, 2020 EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT FIRST AMENDMENT, dated as of May 15, 2020 (this “First Amendment”), to the Amended and Restated Term Loan Credit Agreement, dated as of February 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement as |
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| May 11, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 00 |
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| May 11, 2020 |
GNC Holdings, Inc. Reports First Quarter 2020 Results GNC Holdings, Inc. Reports First Quarter 2020 Results •Net loss of $200.1 million for the first quarter of 2020, compared with net loss of $15.3 million for the first quarter of 2019; adjusted net loss of $11.0 million, compared with adjusted net income of $19.0 million in the first quarter of 2019 •U.S company-owned same store sales, which includes e-commerce sales, decreased 10.1% compared with |
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| May 11, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 2020 GNC HOLDINGS, INC. |
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| April 28, 2020 |
GNC Receives Notice from NYSE Regarding Continued Listing Standards Exhibit 99.1 GNC Receives Notice from NYSE Regarding Continued Listing Standards PITTSBURGH, April 28, 2020 - GNC Holdings, Inc. (NYSE: GNC) (the “Company”), today announced that it has received notice from the New York Stock Exchange (the “NYSE”) that the Company does not presently meet certain NYSE continued listing standards which require the Company to maintain a minimum average closing price |
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| April 28, 2020 |
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): April 22, 2020 GNC HOLDINGS, INC. |
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| April 8, 2020 |
GNC / GNC Holdings, Inc. DEF 14A - - DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 1 |
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| April 8, 2020 |
GNC / GNC Holdings, Inc. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant □ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| April 6, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 3, 2020 GNC HOLDINGS, INC. |
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| April 6, 2020 |
PITTSBURGH, April 3, 2020 - GNC Holdings, Inc. today announced that as a result of the COVID-19 pandemic, the Company has had to make some difficult decisions in order to protect the long-term prospects for the business. Given the unprecedented economic disruption caused by this health crisis, management has implemented measures to reduce expenses and maintain flexibility to manage through these c |
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| March 25, 2020 |
Use these Links to rapidly review the document TABLE CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 25, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 25, 2020 GNC HOLDINGS, INC. |
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| March 25, 2020 |
GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2019 Results EX-99.1 2 earningsreleaseexhibit991.htm EXHIBIT 99.1 GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2019 Results • Net loss of $33.5 million for the fourth quarter of 2019, compared with net income of $58.8 million for the fourth quarter of 2018; Adjusted net loss of $0.4 million, compared with adjusted net loss of $10.0 million in the fourth quarter of 2018 • U.S company-owned same store |
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| March 25, 2020 |
Description of Registrant's Securities.* EXHIBIT 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON STOCK The following description of the Common Stock of GNC Holdings, Inc. (the “Company” or “GNC”) and our Class A Convertible Preferred Stock, which is convertible into our Common Stock, is based upon relevant provisions of the Company’s amended and res |
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| March 25, 2020 |
Subsidiaries of the Registrant.* Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation GNC Parent LLC Delaware GNC Corporation Delaware General Nutrition Centers, Inc. Delaware GNC Funding, Inc. Delaware General Nutrition Corporation Pennsylvania General Nutrition Investment Company Arizona GNC Puerto Rico, LLC Puerto Rico General Nutrition Centres Company Canada ( |
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| March 16, 2020 |
GNC / GNC Holdings, Inc. NT 10-K - - NT 10-K SEC File number 001-35113 CUSIP NUMBER 36191G107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GNC Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36191G107 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] |
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| January 27, 2020 |
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): January 27, 2020 (January 22, 2020) GNC HOLDINGS, INC. |
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| November 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| October 25, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number |
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| October 25, 2019 |
Amended and Restated Stock Holders Agreement, dated February 13, 2019 EX-10.1 2 amendedandrestatedstoc.htm EXHIBIT 10.1 Exhibit 10.1 GNC HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of February 13, 2019 1 TABLE OF CONTENTS PAGE ARTICLE I INTRODUCTION MATTERS 1.1 Defined Terms 1 1.2 Construction 9 ARTICLE II CORPORATE GOVERNANCE MATTERS 2.1 Composition of the Board 10 2.2 Qualification of Investor Designees 12 2.3 Resignations 13 2.4 Board Appr |
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| October 24, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 earningsrelease3q2019.htm 8-K 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): October 24, 2019 GNC HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 001-35113 (Commission File N |
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| October 24, 2019 |
GNC Holdings, Inc. Reports Third Quarter 2019 Results EX-99.1 2 earningsreleaseexhibit9913.htm EXHIBIT 99.1 GNC Holdings, Inc. Reports Third Quarter 2019 Results • Net loss of $2.4 million for the third quarter of 2019; Adjusted net income of $3.1 million, an increase of $1.0 million compared with the third quarter of 2018 • Domestic same store sales decreased 2.8% compared with the third quarter of 2018 • U.S. and Canada segment achieved third conse |
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| July 22, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K 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): July 22, 2019 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commissi |
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| July 22, 2019 |
EX-99.1 Exhibit 99.1 UPDATE COMPANY JULY 2019 AS & WELLNESS THE LEADING BRAND, GLOBAL HEALTH OUR AND MISSION SUPPORT IS THE TO DESIRE MOTIVATE TO LIVE WELL. 2 GNC AS A GLOBAL BRAND The current landscape: Globally, the vitamins, minerals and supplements industry is booming. With high brand awareness and unlimited potential for expansion, GNC is primed for growth. HIGH BRAND AWARENESS IN A STABLE AN |
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| July 22, 2019 |
GNC Holdings, Inc. Reports Second Quarter 2019 Results EX-99.1 2 earningsreleaseexhibit9912.htm EXHIBIT 99.1 GNC Holdings, Inc. Reports Second Quarter 2019 Results • Net income of $16.1 million for the second quarter of 2019; Adjusted net income of $18.3 million, an 8.3% increase compared with the second quarter of 2018 • Domestic same store sales decreased 4.6% compared with the second quarter of 2018; International segment revenue, excluding China, |
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| July 22, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 earningsrelease2q2019.htm 8-K 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): July 22, 2019 GNC HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 001-35113 (Commission File Numb |
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| July 22, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001 |
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| May 30, 2019 |
GNC / GNC Holdings, Inc. CORRESP - - GNC Holdings, Inc. 300 Sixth Avenue Pittsburgh, PA 15222 May 30, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549-4631 Attention: William H. Thompson Accounting Branch Chief Re: GNC Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2018 Response Dated May 16, 2019 File No |
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| May 23, 2019 |
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): May 23, 2019 (May 21, 2019) GNC HOLDINGS, INC. |
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| May 16, 2019 |
GNC / GNC Holdings, Inc. CORRESP - - GNC Holdings, Inc. 300 Sixth Avenue Pittsburgh, PA 15222 May 16, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549-4631 Attention: William H. Thompson Accounting Branch Chief Re: General Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2018 Filed March 13, 2019, File No. |
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| May 2, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb |
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| April 25, 2019 |
GNC Holdings, Inc. Reports First Quarter 2019 Results EX-99.1 2 earningsreleaseexhibit9911.htm EXHIBIT 99.1 GNC Holdings, Inc. Reports First Quarter 2019 Results • Domestic same store sales decreased 1.6%; International segment revenue, excluding China, increased 13% • Net loss of $15.3 million for the first quarter of 2019 including one-time impacts from recently announced transactions; adjusted net income of $19.0 million • First quarter of 2019 ad |
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| April 25, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 25, 2019 GNC HOLDINGS, INC. |
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| April 18, 2019 |
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): April 18, 2019 (April 15, 2019) GNC HOLDINGS, INC. |
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| April 11, 2019 |
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): April 11, 2019 (April 8, 2019) GNC HOLDINGS, INC. |
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| April 11, 2019 |
GNC / GNC Holdings, Inc. DEF A14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 |
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| April 11, 2019 |
GNC / GNC Holdings, Inc. DEF14A DEF 14A 1 nc10000657x1def14a.htm DEF14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the |
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| March 13, 2019 |
Use these Links to rapidly review the document TABLE OF CONTENTS1 TABLE CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 13, 2019 |
Subsidiaries of the Registrant.* EX-21.1 3 gnc-ex21120181231x10k.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation GNC Parent LLC Delaware GNC Corporation Delaware General Nutrition Centers, Inc. Delaware GNC Funding, Inc. Delaware General Nutrition Corporation Pennsylvania General Nutrition Investment Company Arizona GNC Puerto Rico, LLC Puert |
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| March 13, 2019 |
Exhibit 3.3 GNC HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Kevin Nowe, does hereby certify that: 1.They are the duly elected and acting Secretary of GNC Holdings, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is autho |
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| March 12, 2019 |
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): March 12, 2019 (March 8, 2019) GNC HOLDINGS, INC. |
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| March 7, 2019 |
Exhibit 10.2 Exhibit 10.2 Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NUTRA MANUFACTURING, LLC, a Delaware limited liability company effective as of March 1, 2019 MEMBERSHIP INTERESTS IN NUTRA MANUFACTURING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED BY THE SECURITIES |
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| March 7, 2019 |
Exhibit 99.1 Exhibit 99.1 GNC forms strategic partnership with International Vitamin Corporation (IVC) Joint venture to generate meaningful manufacturing efficiencies and support GNC’s innovation and growth initiatives GNC to receive approximately $176 million ($101 million received in 2019) from International Vitamin Corporation (“IVC”) and in exchange for Nutra manufacturing and Anderson facilit |
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| March 7, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d631916d8k.htm FORM 8-K 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): March 7, 2019 (March 1, 2019) GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jur |
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| March 7, 2019 |
Exhibit 10.3 Exhibit 10.3 EXECUTION VERSION GNC SUPPLY AGREEMENT This GNC SUPPLY AGREEMENT (this “Agreement”), dated as of March 1, 2019 (the “Effective Date”), is by and between NUTRA MANUFACTURING, LLC, a Delaware limited liability company, with a place of business located at 1050 Woodruff Road, Greenville, South Carolina, 29607-4197 (“Supplier”) and GNC Supply Purchaser, LLC, a Delaware limited |
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| March 7, 2019 |
Exhibit 10.1 Exhibit 10.1 Execution Version MASTER TRANSACTION AGREEMENT by and among GNC HOLDINGS, INC., GENERAL NUTRITION CORPORATION, GNC NEWCO PARENT, LLC, NUTRA MANUFACTURING, LLC, IVL, LLC, IVL Holding, LLC (solely for the limited purposes expressly set forth in Section 2.02), and, INTERNATIONAL VITAMIN CORPORATION (solely for the limited purposes expressly set forth in Section 6.10 and Sect |
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| March 5, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 5, 2019 GNC HOLDINGS, INC. |
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| March 5, 2019 |
GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2018 Results GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2018 Results • Completed $300 million investment from Harbin Pharmaceutical Group ("Harbin") • GNC to receive approximately $176 million ($101 million received in 2019) from International Vitamin Corporation ("IVC") and in exchange for Nutra manufacturing and Anderson facility net assets, and will initially retain a 43% interest in the new jo |
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| February 13, 2019 |
Amended and Restated Stockholders Agreement, dated February 13, 2019 EX-10.1 2 omega-hkshareholdersagreem.htm EXHIBIT 10.1 Execution Version SHAREHOLDERS AGREEMENT (GNC-Harbin HK Ltd.) related to GNC HONG KONG LIMITED By and among GNC HOLDINGS, INC. GNC CHINA HOLDCO, LLC HARBIN PHARMACEUTICAL GROUP CO., LTD. HARBIN PHARMACEUTICAL HONG KONG II LIMITED and GNC HONG KONG LIMITED Dated as of February 13, 2019 CONTENTS Section Page 1 DEFINITIONS AND INTERPRETATION 2 1.1 |
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| February 13, 2019 |
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): February 13, 2019 GNC HOLDINGS, INC. |
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| February 13, 2019 |
EX-10.2 3 omega-amendmenttomasterreo.htm EXHIBIT 10.2 Execution Version AMENDMENT TO MASTER REORGANIZATION AND SUBSCRIPTION AGREEMENT THIS AMENDMENT TO MASTER REORGANIZATION AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of February 13, 2019, is entered into by and among: GNC China Holdco, LLC, a company established under the Laws of the State of Delaware, with company number 4798590, who |
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| February 13, 2019 |
EX-99.1 4 completefinaltranche.htm EXHIBIT 99.1 GNC Receives Full Funding of $300 Million Investment by Harbin Pharmaceutical Group Closes on Final $150 Million Investment Enhances GNC Capital Position PITTSBURGH, Feb. 13, 2019 - GNC Holdings, Inc. (NYSE: GNC) (the “Company”), a leading global health and wellness brand, announced today that Harbin Pharmaceutical Group Co., Ltd. (“Hayao”) has compl |
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| February 11, 2019 |
GNC / GNC Holdings, Inc. / VANGUARD GROUP INC Passive Investment gncholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: GNC Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 36191G107 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to d |
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| January 28, 2019 |
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): January 28, 2019 (January 22, 2019) GNC HOLDINGS, INC. |
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| January 3, 2019 |
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): January 3, 2019 (January 2, 2019) GNC HOLDINGS, INC. |
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| January 2, 2019 |
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): January 2, 2019 GNC HOLDINGS, INC. |
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| December 6, 2018 |
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 6, 2018 GNC HOLDINGS, INC. |
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| November 19, 2018 |
GNC / GNC Holdings, Inc. / Harbin Pharmaceutical Group Co., Ltd. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| November 14, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d613035d8k.htm FORM 8-K 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): November 14, 2018 (November 7, 2018) GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or ot |
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| November 14, 2018 |
EX-10.1 Exhibit 10.1 GNC HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of November 8, 2018 TABLE OF CONTENTS Page ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 8 ARTICLE II CORPORATE GOVERNANCE MATTERS 9 2.1 Composition of the Board 9 2.2 Qualification of Investor Designees 11 2.3 Resignations 12 2.4 Board Approval Standards 13 2.5 Affiliate Transactions 14 ARTICLE III VOT |
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| November 14, 2018 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2018, is by and among GNC Holdings, Inc., a Delaware corporation (the “Company”), and Harbin Pharmaceutical Group Co., Ltd. (“Investor”). Investor and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “Shareholder |
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| November 14, 2018 |
EX-10.3 4 d613035dex103.htm EX-10.3 Exhibit 10.3 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). November 7, 2018 GNC CHINA HOLDCO, LLC GNC HONG KONG LIM |
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| November 9, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 9, 2018 GNC HOLDINGS, INC. |
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| November 9, 2018 |
GNC Holdings, Inc. Reports Third Quarter 2018 Results GNC Holdings, Inc. Reports Third Quarter 2018 Results • Closes on $100 million investment from Harbin Pharmaceutical • Same store sales decreased 2.1%; excluding impact of loyalty points redeemed, same store sales decreased 1.3% • Net loss of $8.6 million; adjusted net income of $2.1 million • Adjusted EBITDA of $50.1 million PITTSBURGH, November 9, 2018 - GNC Holdings, Inc. (NYSE: GNC) (the “Comp |
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| November 9, 2018 |
GNC / GNC Holdings, Inc. 10-Q (Quarterly Report) 10-Q 1 gnc10-q3q2018.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per |
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| November 7, 2018 |
EX-10.2 4 d633509dex102.htm EX-10.2 Exhibit 10.2 GNC HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of November 7, 2018 TABLE OF CONTENTS Page ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 8 ARTICLE II CORPORATE GOVERNANCE MATTERS 9 2.1 Composition of the Board 9 2.2 Qualification of Investor Designees 11 2.3 Resignations 12 2.4 Board Approval Standards 13 2.5 Affiliate Tra |
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| November 7, 2018 |
EX-3.1 2 d633509dex31.htm EX-3.1 Exhibit 3.1 SIXTH AMENDED AND RESTATED BYLAWS OF GNC HOLDINGS, INC. A Delaware Corporation Effective November 7, 2018 TABLE OF CONTENTS Page Article I. OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 Article II. MEETINGS OF STOCKHOLDERS 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice |
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| November 7, 2018 |
EX-10.1 3 d633509dex101.htm EX-10.1 Exhibit 10.1 EXECUTION AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of November 7, 2018, by and between Harbin Pharmaceutical Group Co., Ltd., a corporation incorporated in the People’s Republic of China (“Investor”), and GNC Holdings, Inc., a Delaware corporation (the “Company”). Refer |
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| November 7, 2018 |
Form 8-K 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): November 7, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commi |
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| November 7, 2018 |
EX-99.1 5 d633509dex991.htm EX-99.1 Exhibit 99.1 GNC and Hayao Reach Agreement for Funding of $300 Million Strategic Investment Initial $100 Million Funding by November 9, 2018 Subsequent Fundings Planned for December 2018 and February 2019 Definitive Terms for China Joint Venture Finalized PITTSBURGH, November 7, 2018 /Globe Newswire/—GNC Holdings, Inc. (NYSE: GNC) announced today that it has rea |
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| October 30, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 30, 2018 GNC HOLDINGS, INC. |
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| October 30, 2018 |
Exhibit 99.1 Update on Harbin Pharmaceutical Group Transaction GNC Third Quarter 2018 Earnings Release, Webcast and Conference Call Rescheduled for November 9, 2018 PITTSBURGH, October 30, 2018 /Globe Newswire/ - GNC Holdings, Inc. (NYSE: GNC) announced today that it is continuing to work with Harbin Pharmaceutical Group Holding Co., Ltd. ("Hayao") towards completing their previously announced $30 |
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| October 25, 2018 |
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): October 25, 2018 (October 23, 2018) GNC HOLDINGS, INC. |
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| September 13, 2018 |
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): September 13, 2018 (September 7, 2018) GNC HOLDINGS, INC. |
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| August 28, 2018 |
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): August 23, 2018 GNC HOLDINGS, INC. |
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| August 3, 2018 |
Financial Statements and Exhibits, Other Events 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): August 2, 2018 GNC HOLDINGS, INC. |
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| August 3, 2018 |
GNC APPOINTS KEN MARTINDALE AS CHAIRMAN Bob Moran Becomes Lead Independent Director Exhibit 99.1 GNC APPOINTS KEN MARTINDALE AS CHAIRMAN Bob Moran Becomes Lead Independent Director PITTSBURGH, August 3, 2018 - GNC Holdings, Inc. (NYSE: GNC) (the "Company") today announced that its Board of Directors has unanimously approved the appointment of Chief Executive Officer Ken Martindale to the additional role of Chairman, effective immediately. Martindale succeeds Bob Moran, who will r |
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| July 26, 2018 |
As filed with the Securities and Exchange Commission on July 26, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GNC Holdings, Inc. |
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| July 26, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 26, 2018 GNC HOLDINGS, INC. |
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| July 26, 2018 |
GNC Holdings, Inc. Reports Second Quarter 2018 Results GNC Holdings, Inc. Reports Second Quarter 2018 Results • Same store sales decreased 0.4%; excluding impact of loyalty points redeemed, same store sales increased 1.3% • Net income of $13.3 million and adjusted net income of $16.9 million • Adjusted EBITDA of $63.5 million PITTSBURGH, July 26, 2018 - GNC Holdings, Inc. (NYSE: GNC) (the “Company”) reported consolidated revenue of $617.9 million in t |
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| July 26, 2018 |
EX-10.2 3 gnc-ex102.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT TO PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT THIS AMENDMENT is made to that certain Performance-Vested Restricted Stock Unit Agreement (the “PSU Agreement”) dated as of February 21, 2018 and April 16, 2018 and granted to the Participant under the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the “Plan”) by GNC Holdings, Inc. |
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| July 26, 2018 |
EX-10.1 2 gnc-ex101.htm EXHIBIT 10.1 Exhibit 10.1 RESTRICTED STOCK AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2015 STOCK AND INCENTIVE PLAN AGREEMENT (the “Agreement”), effective as of May 21, 2018, by and between GNC Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the GNC H |
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| July 26, 2018 |
GNC / GNC Holdings, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numbe |
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| June 6, 2018 |
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): June 6, 2018 GNC HOLDINGS, INC. |
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| May 22, 2018 |
Submission of Matters to a Vote of Security Holders 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): May 22, 2018 GNC HOLDINGS, INC. |
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| May 18, 2018 |
GNC / GNC Holdings, Inc. FORM SD Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 300 Sixth Avenue Pittsburgh, Pennsylvania 15222 (Address |
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| May 17, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): May 17, 2018 GNC HOLDINGS, INC. |
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| May 17, 2018 |
GNC RECEIVES STOCKHOLDER APPROVAL FOR SHARE ISSUANCE IN CONNECTION WITH HAYAO INVESTMENT EX-99.1 2 a8-kexhibit991.htm EXHIBIT 99.1 GNC RECEIVES STOCKHOLDER APPROVAL FOR SHARE ISSUANCE IN CONNECTION WITH HAYAO INVESTMENT PITTSBURGH, May 17, 2018 - GNC Holdings, Inc. (NYSE: GNC) (the "Company") today announced that its stockholders approved the Company's proposal to issue convertible preferred shares to Harbin Pharmaceutical Group Holdings Co., Ltd. ("Hayao") in connection with Hayao's |
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| May 17, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| May 10, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| May 10, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| May 9, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| May 9, 2018 |
EX-99.1 2 d583049dex991.htm EX-99.1 Exhibit 99.1 GNC ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS UNTIL 10:00 AM EASTERN TIME ON MAY 17, 2018 Votes Received to Date Indicate Strong Support for Share Issuance in Connection with Hayao Investment Shareholders Who Have Not Yet Voted are Encouraged to Vote During Adjournment – Every Vote Counts PITTSBURGH, May 9, 2018 — GNC Holdings, Inc. ( |
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| May 9, 2018 |
Financial Statements and Exhibits, Other Events Form 8-K 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): May 9, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission |
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| May 2, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| May 2, 2018 |
EX-99.1 Exhibit 99.1 GNC ENCOURAGES STOCKHOLDERS TO VOTE IN CONNECTION WITH HAYAO INVESTMENT Shareholders Are Encouraged to Vote as Soon as Possible, but No Later Than 11:59 P.M. ET on Tuesday, May 8, 2018 PITTSBURGH, May 2, 2018 – GNC Holdings Inc. (NYSE: GNC) (the “Company”) today reminded stockholders to vote in advance of the Special Meeting of Stockholders scheduled to reconvene on Wednesday, |
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| May 2, 2018 |
Financial Statements and Exhibits, Other Events 8-K 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): May 2, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission File |
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| April 27, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| April 26, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| April 26, 2018 |
GNC Holdings, Inc. Reports First Quarter 2018 Results GNC Holdings, Inc. Reports First Quarter 2018 Results • Same store sales growth of 0.5%; third straight quarter of positive growth • Net income of $6.2 million and $20.1 million on an adjusted basis; Adjusted EBITDA of $59.3 million • Gross profit rate of 34.1%; the highest in six quarters PITTSBURGH, April 26, 2018 - GNC Holdings, Inc. (NYSE: GNC) (the “Company”) reported consolidated revenue of |
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| April 26, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 26, 2018 GNC HOLDINGS, INC. |
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| April 26, 2018 |
Exhibit 10.2 PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2015 STOCK AND INCENTIVE PLAN AGREEMENT (the “Agreement”), dated as of February 21, 2018 (the “Grant Date”), between GNC Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the GNC H |
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| April 26, 2018 |
EX-10.1 2 ex101formofrestrictedcash.htm EXHIBIT 10.1 Exhibit 10.1 RESTRICTED CASH AGREEMENT AGREEMENT (the “Agreement”), dated as of February 21, 2018 (the “Grant Date”), between GNC Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). 1. Grant of Restricted Cash. Subject to the terms and conditions set forth in this Agreement, on the Grant Date the Company grants to th |
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| April 26, 2018 |
GNC / GNC Holdings, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb |
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| April 26, 2018 |
Exhibit 10.3 Confidential Retention Agreement This Confidential Retention Agreement (“Agreement”) is entered into by and between GNC Holdings, Inc. (the “Company”) and (“Employee”). The Company and Employee are collectively referred to herein as the “Parties.” The Company and all of its affiliates, subsidiaries, and successors are collectively referred to herein as the “GNC Companies.” RECITALS A. |
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| April 25, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| April 25, 2018 |
EX-99.1 2 d575492dex991.htm EX-99.1 Exhibit 99.1 GNC ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS UNTIL 10:00 AM EASTERN TIME ON MAY 9, 2018 Votes Received to Date Indicate Strong Support for Share Issuance in Connection with Hayao Investment Shareholders Who Have Not Yet Voted are Encouraged to Vote During Adjournment – Every Vote Counts PITTSBURGH, April 25, 2018 — GNC Holdings, Inc. |
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| April 25, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K 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): April 25, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission F |
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| April 10, 2018 |
GNC / GNC Holdings, Inc. DEFA 14A DEFA14A 1 gnc-defa14a052317.htm ADDITIONAL MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per |
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| April 10, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 |
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| March 26, 2018 |
GNC / GNC Holdings, Inc. DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 21, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 20, 2018 GNC HOLDINGS, INC. |
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| March 21, 2018 |
EX-99.1 2 conformedversiongnc-first.htm EXHIBIT 99.1 EXECUTION VERSION FIRST AMENDMENT FIRST AMENDMENT, dated as of March 20, 2018 (this “Amendment”), to the ABL Credit Agreement, dated as of February 28, 2018 (the “Existing Credit Agreement”; and as amended by this Amendment, the “Credit Agreement”), among GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “ABL Administrative Borrower”) |
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| March 7, 2018 |
GNC / GNC Holdings, Inc. PRE 14A PRE 14A 1 d527221dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For |
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| March 6, 2018 |
GNC / GNC Holdings, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Ru |
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| March 1, 2018 |
GUARANTEE AND COLLATERAL AGREEMENT made by GNC CORPORATION GENERAL NUTRITION CENTERS, INC. |
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| March 1, 2018 |
EX-10.25 4 ex1025conformedtermloancre.htm EXHIBIT 10.25 $1,131,197,355.59 AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT among GNC CORPORATION, as Parent, GENERAL NUTRITION CENTERS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC and CITIZENS BANK, N.A., as Co-Documentation Agents, GLAS TRUST COMPANY LLC as Collateral Agent and JPMORGAN CHASE BANK, N.A., |
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| March 1, 2018 |
AMENDMENT AND RESTATEMENT AGREEMENT This AMENDMENT AND RESTATEMENT AGREEMENT (this “Amendment”) dated as of February 28, 2018 relates to the Credit Agreement (as defined below) and is by and among GNC CORPORATION, a Delaware corporation (“Parent”), GENERAL NUTRITION CENTERS, INC. |
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| March 1, 2018 |
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by GNC CORPORATION GENERAL NUTRITION CENTERS, INC. |
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| March 1, 2018 |
Subsidiaries of the Registrant.* Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation GNC Parent LLC Delaware GNC Corporation Delaware General Nutrition Centers, Inc. Delaware GNC Funding, Inc. Delaware General Nutrition Corporation Pennsylvania General Nutrition Investment Company Arizona GNC Puerto Rico, LLC Puerto Rico General Nutrition Centres Company Canada ( |
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| March 1, 2018 |
GNC / GNC Holdings, Inc. 10-K (Annual Report) Use these Links to rapidly review the document TABLE OF CONTENTS1 TABLE CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2018 |
EX-10.33 7 ex1033executiveseverancep.htm EXHIBIT 10.33 Exhibit 10.33 GNC Executive Severance Pay Policy Effective as of July 19, 2017 (the “Effective Date”) I. POLICY This Executive Severance Pay Policy (the “Policy”) constitutes a program whereby GNC (together with its subsidiaries, “GNC” or the “Company”) provides severance pay and other benefits (“Severance Pay”) to certain of its executive emp |
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| March 1, 2018 |
$375,000,000 ABL CREDIT AGREEMENT among GNC CORPORATION, as Parent, GENERAL NUTRITION CENTERS, INC. |
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| February 28, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 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): February 28, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commissio |
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| February 28, 2018 |
EX-99.1 Exhibit 99.1 GNC SUCCESSFULLY COMPLETES AMENDMENT AND EXTENSION OF TERM LOAN FACILITY Agreement Extends Maturity and Increases Financial Flexibility Closing Satisfies Refinancing Condition in Securities Purchase Agreement with Hayao PITTSBURGH, February 28, 2018 ? GNC Holdings, Inc. (NYSE: GNC) (the ?Company?) today announced that the term lenders under GNC Nutrition Centers, Inc.?s (?GNC |
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| February 28, 2018 |
Press release dated February 28, 2018 EX-99.1 Exhibit 99.1 GNC SUCCESSFULLY COMPLETES AMENDMENT AND EXTENSION OF TERM LOAN FACILITY Agreement Extends Maturity and Increases Financial Flexibility Closing Satisfies Refinancing Condition in Securities Purchase Agreement with Hayao PITTSBURGH, February 28, 2018 ? GNC Holdings, Inc. (NYSE: GNC) (the ?Company?) today announced that the term lenders under GNC Nutrition Centers, Inc.?s (?GNC |
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| February 28, 2018 |
DEFA14A 1 d523637d8k.htm 8-K 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): February 28, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of |
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| February 28, 2018 |
Exhibit GNC SUCCESSFULLY COMPLETES AMENDMENT AND EXTENSION OF TERM LOAN FACILITY Agreement Extends Maturity and Increases Financial Flexibility Closing Satisfies Refinancing Condition in Securities Purchase Agreement with Hayao PITTSBURGH, February 28, 2018 - GNC Holdings, Inc. |
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| February 28, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events Document 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): February 28, 2018 GNC HOLDINGS, INC. |
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| February 23, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): February 23, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 23, 2018 |
EX-99.1 Exhibit 99.1 GNC PROVIDES UPDATE ON AMEND AND EXTEND PROCESS Company has received consents to the amendment from approximately 87% of lenders PITTSBURGH, February 23, 2018 ? GNC Holdings, Inc. (NYSE: GNC) (the ?Company?) today announced that it has received consents from approximately 87% of term lenders under GNC Nutrition Centers, Inc.?s credit agreement to extend the maturity date of th |
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| February 23, 2018 |
Press release dated February 23, 2018 EX-99.1 Exhibit 99.1 GNC PROVIDES UPDATE ON AMEND AND EXTEND PROCESS Company has received consents to the amendment from approximately 87% of lenders PITTSBURGH, February 23, 2018 ? GNC Holdings, Inc. (NYSE: GNC) (the ?Company?) today announced that it has received consents from approximately 87% of term lenders under GNC Nutrition Centers, Inc.?s credit agreement to extend the maturity date of th |
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| February 23, 2018 |
8-K 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): February 23, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Commissio |
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| February 14, 2018 |
Form 8-K 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): February 13, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Comm |
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| February 14, 2018 |
TERM FACILITY SUMMARY OF PRINCIPAL TERMS AND CONDITIONS EX-99.1 2 d496103dex991.htm EX-99.1 Exhibit 99.1 Execution Version TERM FACILITY SUMMARY OF PRINCIPAL TERMS AND CONDITIONS Set forth below is a summary of the principal terms and conditions for the Term Facility (as defined below). This summary is intended for discussion purposes only and does not purport to summarize all the terms, conditions, representations and other provisions with respect to |
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| February 14, 2018 |
EX-99.1 Exhibit 99.1 Execution Version TERM FACILITY SUMMARY OF PRINCIPAL TERMS AND CONDITIONS Set forth below is a summary of the principal terms and conditions for the Term Facility (as defined below). This summary is intended for discussion purposes only and does not purport to summarize all the terms, conditions, representations and other provisions with respect to the transaction referred to |
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| February 14, 2018 |
GNC / GNC Holdings, Inc. FORM 8-K Form 8-K 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): February 13, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Comm |
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| February 13, 2018 |
EX-99.1 2 d457794dex991.htm EX-99.1 Lender Presentation February 13, 2018 Exhibit 99.1 Forward Looking Statement THIS PRESENTATION CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THE FORWARD LOOKING STATEMENTS HEREIN INCLUDE INFORMATION CONCERNING OUR FUTURE RESULTS, TRENDS, AND OTHER INFO |
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| February 13, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events Form 8-K 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): February 13, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Comm |
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| February 13, 2018 |
EX-99.1 Lender Presentation February 13, 2018 Exhibit 99.1 Forward Looking Statement THIS PRESENTATION CONTAINS ?FORWARD-LOOKING STATEMENTS? WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THE FORWARD LOOKING STATEMENTS HEREIN INCLUDE INFORMATION CONCERNING OUR FUTURE RESULTS, TRENDS, AND OTHER INFORMATION THAT IS NOT HISTORIC |
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| February 13, 2018 |
GNC / GNC Holdings, Inc. FORM 8-K Form 8-K 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): February 13, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Comm |
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| February 13, 2018 |
EX-99.1 3 d534479dex991.htm EX-99.1 Exhibit 99.1 GNC and Harbin Pharmaceutical Announce $300 Million Strategic Investment and China Joint Venture Creates long-term strategic global partnership and establishes platform for accelerated growth in China Enhances GNC’s capital position GNC also announces plans to extend term loan maturity by two years PITTSBURGH, February 13, 2018 - GNC Holdings, Inc. |
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| February 13, 2018 |
GNC / GNC Holdings, Inc. FORM 8-K (Current Report) Form 8-K 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): February 13, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Comm |
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| February 13, 2018 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT by and among GNC HOLDINGS, INC. and HARBIN PHARMACEUTICAL GROUP HOLDINGS CO., LTD. Dated as of February 13, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 1.1 Definitions 2 1.2 Terms Defined Elsewhere 12 1.3 Other Definitional and Interpretative Provisions 13 ARTICLE 2 PURCHASE AND SALE OF STOCK; CLOSING 14 2.1 Issuance, Sale and Purchase of |
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| February 13, 2018 |
TERM FACILITY SUMMARY OF PRINCIPAL TERMS AND CONDITIONS EX-99.2 4 d534479dex992.htm EX-99.2 Exhibit 99.2 TERM FACILITY SUMMARY OF PRINCIPAL TERMS AND CONDITIONS Set forth below is a summary of the principal terms and conditions for the Term Facility (as defined below). This summary is intended for discussion purposes only and does not purport to summarize all the terms, conditions, representations and other provisions with respect to the transaction re |
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| February 13, 2018 |
GNC / GNC Holdings, Inc. FORM 8-K Form 8-K 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): February 13, 2018 GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation) (Comm |
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| February 13, 2018 |
Press release dated February 13, 2018 EX-99.1 3 d534479dex991.htm EX-99.1 Exhibit 99.1 GNC and Harbin Pharmaceutical Announce $300 Million Strategic Investment and China Joint Venture Creates long-term strategic global partnership and establishes platform for accelerated growth in China Enhances GNC’s capital position GNC also announces plans to extend term loan maturity by two years PITTSBURGH, February 13, 2018 - GNC Holdings, Inc. |
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| February 13, 2018 |
EX-99.2 4 d534479dex992.htm EX-99.2 Exhibit 99.2 TERM FACILITY SUMMARY OF PRINCIPAL TERMS AND CONDITIONS Set forth below is a summary of the principal terms and conditions for the Term Facility (as defined below). This summary is intended for discussion purposes only and does not purport to summarize all the terms, conditions, representations and other provisions with respect to the transaction re |
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| February 13, 2018 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT by and among GNC HOLDINGS, INC. and HARBIN PHARMACEUTICAL GROUP HOLDINGS CO., LTD. Dated as of February 13, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 1.1 Definitions 2 1.2 Terms Defined Elsewhere 12 1.3 Other Definitional and Interpretative Provisions 13 ARTICLE 2 PURCHASE AND SALE OF STOCK; CLOSING 14 2.1 Issuance, Sale and Purchase of |
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| February 13, 2018 |
GNC / GNC Holdings, Inc. 8-K (Current Report) Document 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): February 13, 2018 GNC HOLDINGS, INC. |
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| February 13, 2018 |
GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2017 Results Exhibit GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2017 Results ? Same store sales growth of 5.7% ? Fourth quarter diluted loss per share of $2.99 ; adjusted diluted earnings per share of $0.25 PITTSBURGH, February 13, 2018 - GNC Holdings, Inc. (NYSE: GNC) (the ?Company?) reported consolidated revenue of $557.7 million in the fourth quarter of 2017, compared with consolidated revenue |
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| February 9, 2018 |
GNC / GNC Holdings, Inc. / VANGUARD GROUP INC Passive Investment gncholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: GNC Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 36191G107 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to d |
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| February 5, 2018 |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby makes, constitutes and appoints each of Kevin G. |
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| February 2, 2018 |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby makes, constitutes and appoints each of Kevin G. |
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| January 18, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): January 18, 2018 GNC HOLDINGS, INC. |
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| January 18, 2018 |
Exhibit GNC Holdings, Inc. Provides Fourth Quarter 2017 Update Same Store Sales Increased 5.7% in Fourth Quarter PITTSBURGH?January 18, 2018 - GNC Holdings, Inc. (NYSE: GNC) (the ?Company?) reported an increase in fourth quarter same store sales for domestic company-owned stores (including GNC.com sales) of 5.7%. Adjusted diluted earnings per share (?EPS?) is expected to be in the range of $0.24 - |
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| December 27, 2017 |
GNC / GNC Holdings, Inc. 8-K (Current Report) Document 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 20, 2017 GNC HOLDINGS, INC. |
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| December 4, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits Document 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 4, 2017 GNC HOLDINGS, INC. |
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| December 4, 2017 |
EX-99.1 2 exhibittonotesannouncement.htm EXHIBIT 99.1 GNC Withdraws Proposed Offering of Senior Secured Notes Company Retains Goldman Sachs to Review Alternatives to Optimize its Capital Structure and Enhance Shareholder Value PITTSBURGH, December 4, 2017 - GNC Holdings, Inc. (NYSE: GNC) (the “Company”), a leading global specialty health, wellness and performance retailer, today announced that it |
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| November 8, 2017 |
GNC Announces Proposed Senior Secured Notes Offering EX-99.1 2 exhbit991.htm EXHIBIT 99.1 GNC Announces Proposed Senior Secured Notes Offering PITTSBURGH, November 8, 2017 - GNC Holdings, Inc. (NYSE: GNC) (the “Company”), a leading global specialty health, wellness and performance retailer, today announced that its wholly-owned subsidiary, General Nutrition Centers, Inc. (the “Issuer”) intends to offer, subject to market conditions and other conside |
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| November 8, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits Document 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 8, 2017 GNC HOLDINGS, INC. |
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| October 26, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): October 26, 2017 GNC HOLDINGS, INC. |
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| October 26, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File |
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| October 26, 2017 |
GNC Holdings, Inc. Reports Third Quarter 2017 Results EX-99.1 2 earningsreleaseexhibit9913.htm EXHIBIT 99.1 GNC Holdings, Inc. Reports Third Quarter 2017 Results • Reported third quarter diluted EPS of $0.31 and on an adjusted basis, EPS of $0.32 • Positive same store sales of 1.3% in the third quarter with the third consecutive quarter of transaction growth, up 12.4% • 9.6 million members currently enrolled in the loyalty programs • Supply chain opt |
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| September 13, 2017 |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby makes, constitutes and appoints each of Kevin G. |
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| September 12, 2017 |
Form S-8 Registration No. 333- As filed with the Securities and Exchange Commission, September 12, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 GNC Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 20-8536244 (State or other jurisdiction of incorporation or organization) (I |
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| September 11, 2017 |
EX-10.2 3 d646345dex102.htm EX-10.2 Exhibit 10.2 EXHIBIT B Form of Restricted Stock Award Agreement for Employment Agreement Exhibit This agreement provides for vesting in three installments over three years; vesting and related provisions will vary based on the terms of the award. GNC HOLDINGS, INC. RESTRICTED STOCK AGREEMENT This AGREEMENT (the “Agreement”), dated as of , (the “Grant Date”), bet |
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| September 11, 2017 |
GNC NAMES KEN MARTINDALE PERMANENT CEO EX-99.1 5 d646345dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE GNC NAMES KEN MARTINDALE PERMANENT CEO Interim CEO Bob Moran Becomes Non-Executive Chairman PITTSBURGH, Sept. 6, 2017 /PRNewswire/ — GNC Holdings, Inc. (NYSE: GNC) (the “Company”), a leading global specialty retailer of health and wellness products, today announced that its Board of Directors has appointed Ken Martindale Chief Executiv |
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| September 11, 2017 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of September 11, 2017 (the ?Effective Date?), by and among General Nutrition Centers, Inc., a Delaware corporation (?GNCI?), GNC Holdings, Inc., a Delaware corporation (?GNC Holdings?) (generally both or, as applicable, either, referred to herein as the ?Company?), and Ken Mar |
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| September 11, 2017 |
EX-99.2 Exhibit 99.2 PRESS RELEASE GNC GRANTS CEO KEN MARTINDALE INDUCEMENT AWARDS PURSUANT TO NYSE RULE 303A.08 PITTSBURGH, Sept. 11, 2017 /PRNewswire/ ? GNC Holdings, Inc. (NYSE: GNC) (the ?Company?) today announced the grant on September 11, 2017 (the ?Grant Date?) of a non-qualified stock option to purchase 519,126 shares of the Company?s common stock with an exercise price equal to $8.95 per |
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| September 11, 2017 |
EX-10.3 4 d646345dex103.htm EX-10.3 Exhibit 10.3 EXHIBIT C Form of Option Award Agreement for Employment Agreement Exhibit GNC HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This AGREEMENT (“Agreement”), dated as of , between GNC Holdings, Inc., a Delaware corporation (the “Company”), and Ken Martindale (the “Executive”). 1. Grant of Option. Subject in all respects to the terms and conditions |
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| September 11, 2017 |
8-K 1 d646345d8k.htm 8-K 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) September 6, 2017 GNC HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35113 20-8536244 (State of Incorporation) (Commission |
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| July 27, 2017 |
GNC Holdings, Inc. Reports Second Quarter 2017 Results Exhibit GNC Holdings, Inc. Reports Second Quarter 2017 Results ? Reported second quarter diluted EPS of $0.23 and excluding non-cash impairment charges, adjusted EPS of $0.41 ? Transaction growth continues throughout second quarter, up 12.3% with quarterly sequential improvement in same store sales, which decreased 0.9% ? 7.3 million members enrolled in the myGNC Rewards loyalty program as of June |
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| July 27, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): July 27, 2017 GNC HOLDINGS, INC. |
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| July 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numbe |
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| June 1, 2017 |
Form 8-K 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): June 1, 2017 GNC HOLDINGS, INC. |
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| June 1, 2017 |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby makes, constitutes and appoints each of Gavin M. |
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| May 31, 2017 |
SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report GNC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35113 20-8536244 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 300 Sixth Avenue Pittsburgh, Pennsylvania 15222 (Address of p |
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| May 25, 2017 |
Submission of Matters to a Vote of Security Holders 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): May 25, 2017 ( May 23, 2017 ) GNC HOLDINGS, INC. |
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| April 20, 2017 |
GNC Holdings 10-Q (Quarterly Report) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 20, 2017 |
GNC Executive Severance Pay Policy Effective as of October 26, 2015 (the “Effective Date”) Exhibit Exhibit 10.1 GNC Executive Severance Pay Policy Effective as of October 26, 2015 (the ?Effective Date?) I. POLICY This Executive Severance Pay Policy (the ? Policy ?) constitutes a program whereby GNC (together with its subsidiaries, ? GNC ? or the ? Company ?) provides severance pay and other benefits (? Severance Pay ?) to certain of its executive employees who are involuntarily terminat |
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| April 18, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): April 18, 2017 GNC HOLDINGS, INC. |
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| April 18, 2017 |
GNC Holdings, Inc. Reports First Quarter 2017 Results Exhibit GNC Holdings, Inc. Reports First Quarter 2017 Results ? Reported first quarter diluted EPS of $0.35 and on an adjusted basis, EPS of $0.37 ? Transaction growth continues throughout first quarter, up 9.3% with negative same store sales of 3.9% ? 5 million members enrolled in the myGNC Rewards loyalty program as of March 31, 2017 PITTSBURGH, April 18 , 2017 - GNC Holdings, Inc. (NYSE: GNC) ( |
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| April 12, 2017 |
GNC Holdings ADDITIONAL MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 11, 2017 |
GNC Holdings DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 14, 2017 |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby makes, constitutes and appoints each of Gavin M. |
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| March 13, 2017 |
Document 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): March 13, 2017 ( March 7, 2017 ) GNC HOLDINGS, INC. |
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| February 16, 2017 |
GNC Holdings 10-K/A (Annual Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ? AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
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| February 16, 2017 |
GNC Holdings 10-K (Annual Report) Document Use these Links to rapidly review the document TABLE OF CONTENTS1 TABLE CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 16, 2017 |
GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2016 Results Exhibit GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2016 Results ? Reported fourth quarter diluted loss per share of $6.35 and on an adjusted basis, earnings of $0.07. Reported 2016 diluted loss per share of $4.12 and earnings of $2.15 on an adjusted basis. Reported results include the impact of non-cash long-lived asset impairment charges. ? Completed nationwide launch of the One New |
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| February 16, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events Document 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): February 16, 2017 GNC HOLDINGS, INC. |
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| February 16, 2017 |
Exhibit 10.13 GNC HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2015 STOCK AND INCENTIVE PLAN AGREEMENT (“Agreement”), dated as of , by and between GNC Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Preliminary Statement The Committee authorized this grant of a non-qualified stock option (the “Option”) as of , (the “Grant D |
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| February 16, 2017 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation GNC Parent LLC Delaware GNC Corporation Delaware General Nutrition Centers, Inc. Delaware GNC Funding, Inc. Delaware General Nutrition Corporation Pennsylvania General Nutrition Investment Company Arizona GNC Puerto Rico, LLC Puerto Rico General Nutrition Centres Company Canada ( |
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| February 16, 2017 |
Exhibit 10.14 RESTRICTED STOCK AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2015 STOCK AND INCENTIVE PLAN AGREEMENT (the “Agreement”), effective as of [ ], by and between GNC Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the GNC Holdings, Inc. 2015 Stock and Incentive Plan ( |
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| February 16, 2017 |
Exhibit 10.15 PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2015 STOCK AND INCENTIVE PLAN AGREEMENT (the “Agreement”), dated as of [ ] (the “Grant Date”), between GNC Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the GNC Holdings, |
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| February 16, 2017 |
EX-10.16 5 a1016formoftime-vestedrsua.htm EXHIBIT 10.16 Exhibit 10.16 RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GNC HOLDINGS, INC. 2015 STOCK AND INCENTIVE PLAN AGREEMENT (the “Agreement”), dated as of [ ](the “Grant Date”), between GNC Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings as |
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| February 14, 2017 |
GNC / GNC Holdings, Inc. / TPG-AXON Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2017 |
GNC Holdings 3G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A 1 gncholdingsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: GNC Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 36191G107 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to whi |
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| October 27, 2016 |
GNC Holdings 10-Q (Quarterly Report) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 27, 2016 |
GNC Holdings, Inc. Reports Third Quarter 2016 Results Exhibit GNC Holdings, Inc. Reports Third Quarter 2016 Results ? Reported diluted EPS decreased to $0.47 compared with $0.54 for the comparable prior year quarter. Third quarter 2016 adjusted diluted EPS decreased to $0.59 compared with $0.75 for the comparable prior year quarter. ? Same store sales decreased 8.5% in the third quarter 2016 compared with the third quarter 2015. ? Pilot pricing and l |
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| October 27, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): October 27, 2016 GNC HOLDINGS, INC. |
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| October 21, 2016 |
GNC Holdings, Inc. Announces Quarterly Dividend Exhibit GNC Holdings, Inc. Announces Quarterly Dividend PITTSBURGH, October 21, 2016 - The Board of Directors of GNC Holdings, Inc. (the ? Company ?) authorized and declared the quarterly cash dividend for the fourth quarter of 2016 of $0.20 per share of the Company?s common stock. The dividend will be paid on or about December 30, 2016 to stockholders of record as of the close of business on Dece |
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| October 21, 2016 |
GNC Holdings 8-K DIVIDEND (Current Report/Significant Event) Document 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): October 20, 2016 GNC HOLDINGS, INC. |
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| July 28, 2016 |
GNC Holdings 10-Q (Quarterly Report) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 28, 2016 |
GNC Holdings 8-K (Current Report/Significant Event) Document 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) July 28, 2016 (July 27, 2016) GNC HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State of Incorporation) 001-35113 (Commission File Number) 20 |
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| July 28, 2016 |
Exhibit GNC NAMES ROBERT F. MORAN INTERIM CEO Michael G. Archbold Steps Down as CEO Effective Immediately Strategic Review Process Ongoing as Company Remains Focused on Improving Performance PITTSBURGH, PA - July 28, 2016 - GNC Holdings, Inc. (NYSE: GNC) (the ?Company?), a leading global specialty retailer of health, wellness and performance products, today announced that its board of directors (t |
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| July 28, 2016 |
GNC Holdings, Inc. Reports Second Quarter 2016 Results Exhibit GNC Holdings, Inc. Reports Second Quarter 2016 Results ? Reported EPS increased to $0.94 per diluted share compared with $0.79 per diluted share for the comparable prior year quarter. Second quarter 2016 adjusted EPS increased to $0.79 per diluted share compared with $0.77 per diluted share for the comparable prior year quarter. ? Same store sales decreased 3.7% in the second quarter 2016 |
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| July 28, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): July 28, 2016 GNC HOLDINGS, INC. |
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| July 28, 2016 |
EX-10.1 2 gnc-ex1012q2016.htm EXHIBIT 10.1 Exhibit 10.1 GNC HOLDINGS, INC., as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Guarantors Hereunder, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 10, 2015 1.50% Convertible Senior Notes due 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Inter |
