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 the report (Date of earliest event reported): April 30, 2010
___________________________
CHURCH
& DWIGHT CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
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Delaware
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1-10585
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13-4996950
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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469
North Harrison Street, Princeton, New Jersey
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08543
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (609) 683-5900
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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240. 14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events
Church & Dwight Co., Inc. is filing
this Form 8-K for the purpose of providing, in one document, a description of
its common stock. In accordance with the interpretation of the staff
of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Division”) set forth in Questions 123.07 and 126.23 of the Division’s
Securities Act Forms Compliance and Disclosure Interpretations, Church &
Dwight Co., Inc. will incorporate by reference the description of its common
stock set forth below into registration statements on Form S-3 and Form S-8
filed under the Securities Act of 1933 in lieu of incorporation by reference of
a description of the common stock contained in a registration statement filed
under Section 12 of the Securities Exchange Act of 1934, as
amended.
DESCRIPTION
OF COMMON STOCK
The
following summary is qualified in its entirety by reference to our restated
certificate of incorporation, as amended, and our by-laws, as amended, which
will be filed as exhibits to the registration statement into which this summary
is incorporated by reference or as exhibits to documents filed with the
Securities and Exchange Commission that are incorporated by reference into the
registration statement. The terms of the common stock also may be
affected by the General Corporation Law of the State of Delaware.
Our
authorized common stock consists of 300 million shares of common stock,
$1.00 par value. The holders of common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of the
stockholders and do not have cumulative voting rights. Accordingly,
holders of a majority of the shares of common stock entitled to vote in any
election of directors may elect all of the directors standing for
election.
Subject
to preferences that may be applicable to any outstanding shares of preferred
stock, the holders of common stock are entitled to receive ratably such
dividends as may be declared by the board of directors out of funds legally
available for distribution. Upon our liquidation, dissolution or
winding up, holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities and the liquidation preferences of
any outstanding shares of preferred stock.
Holders
of common stock have no preemptive rights and no right to convert their common
stock into any other securities. There are no redemption or sinking
fund provisions applicable to our common stock.
Holders
of common stock will have no liability for further calls or assessments and will
not be personally liable for the payment of our debts except as they may be
liable by reason of their own conduct or acts.
Charter
Provisions
Our
restated certificate of incorporation includes a number of provisions that were
designed to help assure that all of our stockholders will be treated similarly
if certain kinds of business combinations are effected. However,
these provisions may make it more difficult to accomplish certain transactions
that are opposed by the incumbent board of directors and that could be
beneficial to stockholders. Delaware law and these provisions of our
restated certificate of incorporation may have the effect of deterring hostile
takeovers or delaying changes in control of our management, which could depress
the trading price of our common stock.
Our
restated certificate of incorporation also authorizes our board of directors to
issue preferred stock that may have voting rights and, if convertible into
common stock, could increase the number of shares of common stock
outstanding.
Additionally,
our restated certificate of incorporation provides that:
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special
meetings of stockholders may be called only by a majority of the directors
then in office or by the Chief Executive
Officer.
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no
action may be taken by our stockholders otherwise than at an annual or
special meeting of stockholders and, therefore, stockholder action may not
be effected by a consent in
writing;
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our
board of directors is divided into three classes generally having three
year terms and with the term of office of one of the classes expiring each
year;
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directors
may be removed only for cause by the affirmative vote of holders of at
least a majority of our capital stock entitled to vote for the election of
directors, and, if so removed, may be replaced by stockholders at the
meeting at which such removal is effected by the affirmative vote of
holders of at least two-thirds of the shares of our stock entitled to vote
for the election of directors; otherwise, the board of directors, by the
affirmative vote of two-thirds of the directors then in office, will fill
the vacancy; and
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the
authorized number of directors may be changed only by a resolution adopted
by a majority of the entire board of directors, which is based on the
total number of director positions, including vacant positions, and the
board of directors, by the affirmative vote of two-thirds of the directors
then in office, may appoint new directors to fill any newly created
directorships.
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These
additional provisions may be amended only by the affirmative vote of holders of
two-thirds of the shares of our stock entitled to vote generally on the election
of directors.
In
addition, our restated certificate of incorporation generally provides that
stockholders must give us advance notice, at least 120 days prior to the
anniversary of the mailing of the previous year’s proxy materials, of a proposed
nominee for director or of any business to be brought by a stockholder before an
annual stockholders’ meeting. The notice must contain specified
information.
Our
restated certificate of incorporation also provides that the following
transactions require the affirmative vote of holders of at least two-thirds of
the shares of our stock entitled to vote generally on the election of directors,
unless the transaction has first been approved by at least two-thirds of the
directors then in office (in which case approval by holders of a majority of the
votes cast by holders entitled to vote on the matter is required):
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our
merger or consolidation with any other corporation, other than a merger or
consolidation with a wholly owned direct or indirect subsidiary in which
we are the surviving corporation and all of our stockholders retain the
same proportional voting and equity interest which they had in us prior to
the consummation of the transaction;
or
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any
sale, lease, exchange or other disposition other than in the ordinary
course of business to another entity or person of our assets in excess of
25% of the value of our gross assets on a consolidated basis at the time
of the transaction.
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This
provision may be amended only by the affirmative vote of holders of two-thirds
of our stock entitled to vote generally in the election of
directors.
Section 203
of the Delaware General Corporation Law
We are a
Delaware corporation. Section 203 of the Delaware General
Corporation Law prohibits a Delaware corporation from engaging in a business
combination with an “interested stockholder” for a period of three years after
the date of the transaction in which the person became an interested
stockholder. The term “business combination” is broadly defined to
include mergers, consolidations, sales and other dispositions of assets having
an aggregate market value equal to 10% or more of the consolidated assets of the
corporation, and other specified transactions resulting in financial benefits to
the interested stockholder. Under Section 203, an interested
stockholder generally is defined as a person who, together with affiliates and
associates, owns (or within the three prior years did own) 15% or more of the
corporation’s outstanding voting stock.
This
prohibition is effective unless:
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the
business combination or the transaction that resulted in the interested
stockholder becoming an interested stockholder is approved by the
corporation’s board of directors prior to the time the interested
stockholder becomes an interested
stockholder;
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upon
consummation of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation, other than
stock held by directors who are also officers or by specified employee
stock plans; or
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at
or after the time the stockholder becomes an interested stockholder, the
business combination is approved by a majority of the board of directors
and, at an annual or special meeting, by the affirmative vote of
two-thirds of the outstanding voting stock that is not owned by the
interested stockholder.
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In
general, the prohibition does not apply to business combinations with persons
who acquired shares in excess of the 15% limitation prior to December 23, 1987
and continued to own shares in excess of the 15% limitation.
Limitation
on Liability and Indemnification Matters
Our
restated certificate of incorporation provides that none of our directors will
be liable to us or our stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (1) for any breach of the director’s
duty of loyalty to us or our stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
under Section 174 of the Delaware General Corporation Law (relating to
unlawful payments of dividends or stock repurchases) or (4) for any transaction
from which the director derived an improper personal benefit. In
addition, our restated certificate of incorporation provides for
indemnification, to the fullest extent permitted by the Delaware General
Corporation Law, of every person made or threatened to be made a party to any
action, suit or proceeding by reason of the fact that the person is or was a
director, officer, employee or agent of ours or is or was serving at our request
in one of the same capacities for another enterprise, against all expense,
liability and loss reasonably incurred or suffered by such person in connection
with the action, suit or proceeding. A provision having the same
general effect also is included in our by-laws.
Transfer
Agent and Registrar
Computershare
Trust Company, N.A. serves as the registrar and transfer agent for the common
stock.
Stock
Exchange Listing
Our
common stock is listed on the New York Stock Exchange under the trading
symbol “CHD.”
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHURCH
& DWIGHT CO., INC.
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Date:
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April
30, 2010
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By:
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/s/ Matthew T. Farrell | |
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Name:
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Matthew
T. Farrell
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Title:
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Executive
Vice President Finance and Chief Financial
Officer
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