Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 07 2020 - 2:00PM
Edgar (US Regulatory)
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. 333-207770
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
NO. 333-220429
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-226365
UNDER THE SECURITIES ACT OF 1933
GNC HOLDINGS,
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-8536244
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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300 Sixth Avenue
Pittsburgh, Pennsylvania
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15222
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(Address of Principal Executive Offices)
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(Zip Code)
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GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan, GNC Holdings, Inc. 2011
Stock and Incentive Plan
GNC Holdings, Inc. 2015 Stock and Incentive Plan
Non-Plan Inducement Stock Option, Non-Plan Inducement
Restricted Stock Awards
GNC Holdings, Inc. 2018 Stock and Incentive Plan
Tricia K. Tolivar
Executive Vice President and
Chief Financial Officer
300 Sixth Avenue
Pittsburgh, Pennsylvania, 15222
(412) 288-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Erika Weinberg
Latham & Watkins LLP
885 3rd Avenue
New York, NY 10022
(212)
906-1200
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8
(collectively, the “Registration Statements”), filed by GNC Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission:
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Registration Statement (Form S-8
No. 333-173578), pertaining to the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan and GNC Holdings, Inc. 2011 Stock and Incentive Plan;
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Registration Statement (Form S-8
No. 333-207770), pertaining to the GNC Holdings, Inc. 2015 Stock and Incentive Plan;
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Registration Statement (Form S-8
No. 333-220429), pertaining to the Non-Plan Inducement Stock Option, Non-Plan Inducement Restricted Stock Awards; and
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Registration Statement (Form S-8
No. 333-226365), pertaining to the GNC Holdings, Inc. 2018 Stock and Incentive Plan.
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On June 23, 2020, the Company and certain of its subsidiaries (collectively with the Company, the “Debtors”) commenced
voluntary cases under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors’ Chapter 11 proceedings are jointly administered under the caption In re GNC Holdings,
Inc., et al. (the “Chapter 11 Cases”)
As a result of the Chapter 11 Cases, the Company has terminated all offerings
of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been
registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused these post-effective amendments
to the Registration Statements to be signed on its behalf by the undersigned thereunto duly authorized, in Pittsburgh, Pennsylvania on October 7, 2020.
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GNC HOLDINGS, INC.
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By:
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/s/ Tricia K. Tolivar
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Tricia K. Tolivar
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Executive Vice President and Chief Financial Officer
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Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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