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~~July 286, 2006

GNC CORPORATION
GENERAL NUTRITION CENTERS, INC.

(Exact ~~name~~names of registrants as specified in their charters)

Delaware	333-116040	72-1575170
Delaware	333-114502	72-1575168
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
(States of incorporation)	(Commission File Nos.)	(I.R.S. Employer Identification Nos.)
of incorporation)		Identification No.)

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

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

~~Not Applicable~~N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligation~~obligations of the ~~registrant~~registrants 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~~o ~~1.02~~Soliciting ~~Termination~~material ofpursuant ato ~~Material~~Rule 14a-12 ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14a-12)

~~Effective~~o asPre-commencement ofcommunications ~~April 28,~~pursuant ~~2006,~~to ~~Alan Schlesinger~~ Rule 14d-2(~~“Schlesinger”~~b) ~~resigned~~under asthe ~~Executive Vice~~Exchange ~~President~~Act ~~and Chief Merchandising Officer of GNC Corporation~~ (~~“GNC”)~~17 ~~and its wholly~~CFR ~~owned subsidiary General Nutrition Centers, Inc~~240. 14d-2(~~“Centers”~~b)~~. As a result, the Employment Agreement by and between Centers and Schlesinger dated April 11, 2006 and effective April 17, 2006 (the “Employment Agreement”~~) ~~was terminated effective as of the same date.~~

~~Centers~~o ~~and Schlesinger have agreed in principle to the terms of his departure, which include a lump~~Pre-~~sum~~commencement ~~cash~~communications ~~severance~~pursuant ~~payment~~ to ~~Schlesinger of $175,000 and the continuation of Schlesinger’s post~~Rule 13e-~~employment obligations to Centers with respect to confidentiality, work product, non-competition, non-solicitation, no statements or disclosure to the Media~~ 4(~~as defined in the Employment Agreement~~c), ~~and~~under ~~non-disparagement. Centers and Schlesinger are in~~ the ~~process~~Exchange ~~of negotiating~~Act a(17 ~~formal settlement agreement to memorialize the agreed terms. Upon execution of a~~CFR ~~formal settlement agreement, GNC and Centers will file an amendment to this report~~240.13e-4(c))

Schlesinger is also entitled to receive all amounts of his earned but unpaid base salary and benefits through the date of his resignation. At the time of Schlesinger’s resignation, none of his previously granted stock options had vested and they immediately expired upon his resignation.

The principal terms of the Employment Agreement have previously been described in the Current Report on Form 8-K of GNC filed with the SEC on April 17, 2006 (the “April 17 Form 8-K”). The description of the Employment Agreement in this report does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which was filed with the SEC as Exhibit 10.1 to the April 17 Form 8-K and is incorporated into this report by reference.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(bd) The ~~See~~board ~~the~~of ~~disclosure~~directors ~~under~~of ~~Item~~each 1of GNC Corporation (“GNC”) and General Nutrition Centers, Inc.02 (“Centers”) has appointed John Ranelli as a director effective July 6, 2006 to fill a vacancy on each of the boards of directors. It has not been determined at this ~~report,~~time whether ~~which~~Mr. Ranelli iswill ~~incorporated~~serve ~~herein~~on byany ~~reference~~committee of the boards of directors.

Mr. Ranelli was Chairman, President, and Chief Executive Officer of FGX International, a global optical and jewelry company, from 1999 to 2005. From 1996 to 1999, Mr. Ranelli was Executive Vice President of Stride Rite Corporation, a publicly traded footwear company. Prior to joining Stride Rite, Mr. Ranelli served as a director and as Chief Operating Officer of Decker’s Outdoor Corporation, a publicly traded footwear and apparel manufacturer. Mr. Ranelli has also held executive positions with TLC Beatrice and The Timberland Company. Mr. Ranelli has been a director of Amscan Holdings, Inc. since 2005.

GNC’s stockholders’ agreement, dated December 5, 2003, gives Apollo Investment Fund V, L.P., an affiliate of Apollo Management V, L.P., the right to nominate all of the members of GNC’s board of directors and, until the occurrence of certain events, the right to vote all shares of GNC’s common stock and preferred stock subject to the stockholders’ agreement on all matters.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated: ~~May~~July 36, 2006

GNC CORPORATION GENERAL NUTRITION CENTERS, INC. (Registrants) By: /s/ ~~Mark~~Curtis LJ. ~~Weintrub~~Larrimer ~~Mark~~Curtis LJ. ~~Weintrub~~Larrimer ~~Senior~~Executive Vice President and Chief ~~Legal~~Financial Officer

Filing Compare · GNC CORP