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): June 22, 2005

GNC Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction
of incorporation) 333-116040
(Commission File Number) 72-1575170
(I.R.S. Employer
Identification No.)

300 Sixth Avenue, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 1.01     Entry into a Material Definitive Agreement.

     In connection with the promotion of Joseph Fortunato to Senior Executive Vice President and Chief Operating Officer of GNC Corporation and its wholly owned subsidiary, General Nutrition Centers, Inc. (“Centers”), on June 22, 2005, Centers entered into the First Amendment (the “First Amendment”) to the Employment Agreement dated as of December 15, 2004 by and between Joseph Fortunato and Centers (the “Employment Agreement”). Prior to this promotion, Mr. Fortunato served as Executive Vice President and Chief Operating Officer for Centers and GNC Corporation. The Employment Agreement was amended to reflect Mr. Fortunato’s promotion and increase in compensation. All other provisions of the Employment Agreement, which was previously filed with the Securities and Exchange Commission on January 19, 2005 as an exhibit to GNC Corporation’s Current Report on Form 8-K, remain in full force and effect.

     Under the terms of the First Amendment, the term of Mr. Fortunato’s employment period will expire on December 31, 2007, subject to one year extensions at Centers’ option. Mr. Fortunato will receive a base salary of $425,000 per year, with annual bonuses of 45% to 110% of his base salary if Centers exceeds the annual goal determined by Centers’ board of directors or compensation committee for the applicable year. Upon Mr. Fortunato’s death or disability, he will be entitled to receive his base salary for the remaining term of his employment period and a pro rata bonus. In the event of a termination of Mr. Fortunato’s employment without cause or for good reason (each, as defined in the Employment Agreement), he will be entitled to receive his base salary for the remaining term of his employment period and a pro rata bonus for the year in which he was terminated. If such termination occurs upon or within six months following a change of control (as defined in the Employment Agreement), Mr. Fortunato will be entitled to receive his base salary for a two-year period following the date of termination. On June 22, 2005, Mr. Fortunato also received options to purchase 50,000 shares of GNC Corporation Common Stock, par value $0.01 per share, at an exercise price of $6.00 per share. These options will vest and become exercisable annually in four equal parts from the date of grant. In the event of a change of control of GNC Corporation, all of Mr. Fortunato’s options will become immediately exercisable. A copy of the First Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
10.1	First Amendment to Employment Agreement, dated as of June 22, 2005, by and between General Nutrition Centers, Inc. and Joseph Fortunato.

     SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 23, 2005.

GNC CORPORATION
By:	/s/James M. Sander
	Name:	James M. Sander
	Title:	Senior Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Employment Agreement, dated as of June 22, 2005, by and between General Nutrition Centers, Inc. and Joseph Fortunato.

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

          This First Amendment (the “Amendment”) to that certain Employment Agreement dated as of December 15, 2004 (the “Employment Agreement”) by and between Joseph Fortunato (the “Executive”) and General Nutrition Centers, Inc., a Delaware corporation (the “Company”), is entered into as of the 22^nd day of June 2005 (the “Effective Date”) among the Executive and the Company.

          The Employment Agreement is hereby amended to the extent set forth below, such amendment to be effective upon the execution hereof by the Company and the Executive. All other provisions of the Employment Agreement shall remain in full force and effect.

     1. The Title section of the Employment Agreement is hereby amended to read in its entirety as follows:

Title. During the “Employment Period” (as defined in Section 2 hereof), the Executive shall serve as the Senior Executive Vice President and Chief Operating Officer of the Company. The Executive shall have the normal duties, responsibilities and authority commensurate with such positions.

     2. The Term of Employment section of the Employment Agreement is hereby amended to read in its entirety as follows:

     Employment Period. The employment of the Executive hereunder shall continue until the later to occur of (i) December 31, 2007, or (ii) the applicable expiration date of any extension of this Agreement as provided in Section 2.2 hereof, unless terminated earlier in accordance with the provisions of this Agreement (the “Employment Period”).

     Extension. On December 15, 2006, and on each December 15^th thereafter, the Employment Period shall be extended for an additional one-year period unless the Company or the Executive notifies the other in writing prior to such date of its or his election, in its or his sole discretion, not to extend the Employment Period.

3. The first paragraph of the Base Salary section is hereby amended to read in its entirety as follows:

Base Salary.

As of the Effective Date, during the remainder of the Employment Period, the Company agrees to pay to the Executive an annual base salary in an amount equal to Four Hundred Twenty-Five Thousand Dollars ($425,000) (such base salary, as adjusted from time to time pursuant to Section 3.1(b), is referred to herein as the “Base Salary”). The Executive’s Base Salary, less amounts required to be withheld under applicable law, shall be payable in equal installments in accordance with the practice of the Company in effect from time to time for the payment of salaries to officers of the Company, but in no event less frequently than monthly.

4. The Bonus section is hereby amended to read in its entirety as follows:

Bonus. With respect to the 2005 calendar year and with respect to each calendar year that commences during the Employment Period, the Executive shall be eligible to receive from the Company an annual performance bonus (the “Annual Bonus”) based upon the Company’s attainment of annual goals established by the Board or the Compensation Committee. Executive’s target Annual

Bonus shall be forty percent (45%) of Executive’s Base Salary with a maximum of one hundred percent (110%) of Executive’s Base Salary if the Company exceeds the annual goal determined by the Board or the Compensation Committee for the applicable year. Any Annual Bonus earned shall be payable in full within forty-five (45) days following the determination of the amount thereof and in accordance with the Company’s normal payroll practices and procedures. Any Annual Bonus payable under this Section 3.2 shall not be payable unless the Executive is employed by the Company on the last day of the period to which such Annual Bonus relates.

5. Stock Options.

As of the Effective Date, pursuant to the GNC Corporation (f/k/a General Nutrition Centers Holding Company) 2003 Omnibus Stock Incentive Plan (the “Plan”), the Executive shall be granted an additional option to purchase a total of 50,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), with a per share exercise price equal to $6.00 per share (the “Option”). The Option shall have a term of 7 years from the date of grant. The Option shall become vested and exercisable in equal installments of 25% on each anniversary of the Effective Date, subject to the Executive’s continued employment with GNC. Except as otherwise provided herein, the Option shall be subject to the terms and conditions of the Plan and the form of option agreement applicable for other senior executives of the Company approved by the Plan administrator. In the event of a Change of Control (as defined in Section 4.3 (h) of the Employment Agreement, all of Executive’s stock options granted pursuant to the Plan shall vest in full and become immediately exercisable, but in no event shall such options be exercisable following their expiration date.

               IN WITNESS WHEREOF, the parties have duly executed this Agreement, intending it as a document under seal, as of the date first above written.

GENERAL NUTRITION CENTERS, INC.
By:	/s/Bruce E. Barkus
	Name:	Bruce E. Barkus
	Title:	President and Chief Executive Officer

WITNESS/ATTEST:	EXECUTIVE
/s/Corrine Fortunato	/s/Joseph Fortunato
	Joseph Fortunato