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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 30, 1998
BLOCK DRUG COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY 0-6436 22-1375645
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
257 CORNELISON AVENUE
JERSEY CITY, NEW JERSEY 07302
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (201) 434-3000
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NYFS08...:\60\26960\0001\5572\FRM7138L.510
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ITEM 5. OTHER EVENTS.
The Company has amended its Certificate of Incorporation, with the
required stockholder approval, to modify certain terms of the
authorized shares of Class A and Class B Common Stock.
Description of Capital Stock
The Company is authorized to issue 15,000,000 shares of Class A
Common Stock, par value $.10 per share, and 30,000,000 shares of
Class B Common Stock, par value $.10 per share. The two classes of
the Company's Common Stock are identical in all respects, except
that (a) all voting rights are held by the owners of the Class B
Common Stock except as otherwise provided by law, and (b) holders of
Class A Common Stock are entitled to receive dividends when, as and
if declared and paid by the Board of Directors whether or not
dividends are declared in respect of the Class B Common Stock. In
the event of the declaration of a dividend in respect of the Class B
Common Stock, a dividend of at least the same amount must be
declared in respect of the Class A Common Stock. The Company's
Certificate of Incorporation provides that upon an affirmative vote
of the holders of two-thirds of the outstanding Class B Common
Stock, all shares of Class A Common Stock will be converted into
Class B Common Stock on share for share basis. The Company's
stockholders have no pre-emptive rights to subscribe for additional
shares. All outstanding shares of the Company's Class A and Class B
Common Stock are nonassessable and are not subject to redemption or
to any liability for further calls. In the event of liquidation or
dissolution of the Company, holders of Class A and Class B Common
Stock will be entitled to receive the assets remaining after payment
of all debts ratably according to the number of shares held.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 4.1 Amended and Restated Certificate
of Incorporation (incorporated
by reference from Exhibit 4.1 to
the Company's Form S-8 filed
with the Securities and Exchange
Commission on June 3, 1998).
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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.
BLOCK DRUG COMPANY, INC.
By: /s/ John E. Peters
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Name: John E. Peters
Title: Senior Vice President,
General Counsel and Secretary
Date: July 30, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation (incorporated by
reference from Exhibit 4.1 to the Company's Form S-8 filed with the
Securities and Exchange Commission on June 3, 1998).
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