AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
BLOCK DRUG COMPANY, INC.
(Exact name of registrant as specified in its charter)
--------------
NEW JERSEY 22-1375645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
257 CORNELISON AVENUE
JERSEY CITY, NJ 07302
(201) 434-3000
(Name and address of agent for service)
BLOCK DRUG COMPANY, INC. STOCK OPTION PLAN
(Full Title of the Plan)
---------------
JOHN E. PETERS, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
257 CORNELISON AVENUE
JERSEY CITY, NJ 07302
(Name and address of agent for service)
(201) 434-3000
(Telephone number, including area code,
of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.10 per share 1,000,000 shares $43.6875 $43,687,500 $12,887.81
================================================================================================================================
</TABLE>
(1) This Registration Statement also covers an indeterminate number of shares of
Class A Common Stock that may be issuable by reason of stock splits, stock
dividends or similar transactions in accordance with Rule 416 under the
Securities Act of 1933, as amended.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the high and low sales prices of the
Company's Class A Common Stock on the Nasdaq National Market as of May 29,
1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed with the Commission by Block
Drug Company, Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended June 30,1997, September 30, 1997 and December 31, 1997;
and
(c) The description of the Company's Class A Common Stock, par
value $.10 per share (the "Class A Common Stock"), contained in the Company's
Amended and Restated Certificate of Incorporation, which is attached hereto as
Exhibit 4.1.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Section 14A:3-5 of the New Jersey Business Corporation Act
generally allows New Jersey corporations to indemnify, and purchase insurance
for, directors, officers, employees, agents and certain other individuals
("corporate agents") who are subject to expenses and liabilities in connection
with proceedings involving such individuals by reason of their being such a
corporate agent (provided such individuals acted in a certain manner).
Under provisions of the Company's By-laws, any person
qualifying as a "corporate agent" for purposes of Section 14A:3-5 of the New
Jersey Business Corporation Act shall be indemnified by the Company to the full
extent permitted by law. In addition, the Company may purchase insurance on
behalf of such corporate agents against expenses and liabilities incurred in
their capacity as a corporate agent, whether or not indemnification for such
expenses and liabilities would be permitted by law. The Company presently
maintains insurance policies as described in the preceding sentence.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
4.1 -- Amended and Restated Certificate of Incorporation.
4.2 -- Amended and Restated By-laws as amended through January
8, 1998.
5.1 -- Opinion of John E. Peters, Esq.
II-2
<PAGE>
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of John E. Peters, Esq. (included in the opinion
filed as Exhibit 5 to this Registration Statement).
24.1 -- Power of Attorney (included in the signature page to this
Registration Statement).
99.1 -- Block Drug Company, Inc. Stock Option Plan.
Item 9. Undertakings.
- ------ ------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in maximum aggregate offering set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration
II-3
<PAGE>
Statement or any material change of such information
of the Registration Statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) does not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling persons of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court
II-4
<PAGE>
of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jersey City and State of New Jersey, on this 2nd
day of June, 1998.
By: /s/ John E. Peters
----------------------------------------
John E. Peters
Senior Vice President, Secretary and
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas R. Block, Melvin Kopp
and John E. Peters, each acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James A. Block Chairman of the Board June 2, 1998
- -----------------------------------
James A. Block
/s/ Thomas R. Block
- ----------------------------------- President and Director June 2, 1998
Thomas R. Block
/s/ Michael C. Alfano
- ----------------------------------- Senior Vice President, June 2, 1998
Michael C. Alfano Research & Technology and
Director
/s/ Michael Danziger
- ----------------------------------- Director June 2, 1998
Michael Danziger
/s/ Peggy Danziger
- ----------------------------------- Director June 2, 1998
Peggy Danziger
/s/ Dominick DePaola
- ----------------------------------- Director June 2, 1998
Dominick DePaola
/s/ William T. Golden
- ----------------------------------- Director June 2, 1998
William T. Golden
/s/ Melvin Kopp
- ----------------------------------- Senior Vice President, June 2, 1998
Melvin Kopp Chief Financial Officer
and Director
II-7
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Donald H. LeSieur
- ----------------------------------- Executive Vice President, June 2, 1998
Donald H. LeSieur President, International
Division and Director
/s/ Peter C. Mann
- ----------------------------------- President, U.S. Division June 2, 1998
Peter C. Mann and Director
/s/ John E. Peters
- ----------------------------------- Senior Vice President, June 2, 1998
John E. Peters General Counsel and Secretary
and Director
/s/ Peter J. Repetti
- ----------------------------------- Director June 2, 1998
Peter J. Repetti
/s/ Mary C. Tanner
- ----------------------------------- Director June 2, 1998
Mary C. Tanner
/s/ Leslie K. Breiland
- ----------------------------------- Controller June 2, 1998
Leslie K. Breiland
II-8
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibits
- --------
4.1 -- Amended and Restated Certificate of Incorporation.
4.2 -- Amended and Restated By-laws as amended through January
8, 1998.
5.1 -- Opinion of John E. Peters, Esq.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of John E. Peters, Esq. (included in the
opinion filed as Exhibit 5 to this Registration Statement).
24.1 -- Power of Attorney (included in the signature page to this
Registration Statement).
99.1 -- Block Drug Company, Inc. Stock Option Plan.
II-9
EXHIBIT 4.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
BLOCK DRUG COMPANY, INC.
Pursuant to the provisions of Section 14A:9-5 of the New Jersey
Business Corporation Act, the undersigned corporation adopts the following
Amended and Restated Certificate of Incorporation:
FIRST: The name of the corporation is:
BLOCK DRUG COMPANY, INC.
SECOND: The purposes for which this corporation is organized are to
engage in any activity within the purposes for which corporations may be
organized under the New Jersey Business. Corporation Act.
THIRD: The total authorized capital stock of the corporation shall
consist of Forty-Five Million (45,000,000) shares, divided into the following
classes:
(i) Fifteen Million (15,000,000) shares of Class A Common
Stock with a par value of Ten Cents ($.10) per share; and
(ii) Thirty Million (30,000,000) shares of Class B Common
Stock, with a par value of Ten Cents ($.10) per share.
The relative rights, preferences and limitations of the two classes of
capital stock which the corporation is authorized to issue, are as follows:
A. Voting. Except as otherwise expressly provided by the laws
of the State of New Jersey, the holders of the Class A Common Stock
shall possess no voting power and shall not have the right to
participate in any meeting of the shareholders or to receive notice
thereof, and the holders of the Class B Common Stock shall exclusively
possess the voting power of the shareholders of the corporation.
B. Dividends - Dividends may be declared and paid upon or set
aside for the Class B Common Stock, as and when declared by the Board
of Directors, out of any assets available for the payment of dividends
pursuant to the laws of the State of New Jersey; Provided, However,
that no dividends may be declared and paid upon or set aside for the
Class B Common Stock unless a dividend is, at the same time, declared
and paid upon or set aside for the Class A Common Stock in
1
<PAGE>
an amount per share at least equal to the per share dividend upon the
Class B Common Stock. Dividends may be declared and paid upon or set
aside for the Class A Common Stock, as and when declared by the Board
of Directors, out of any assets available for the payment of dividends
pursuant to the laws of the State of New Jersey, although no dividend
is, at that time, declared and paid upon or set aside for the Class B
Common Stock.
C. Issuance of Shares - Class A Common Stock may be issued for
such consideration as may be fixed from time to time by the Board of
Directors, without shareholder approval. Class B Common Stock may be
issued for such consideration as may be fixed from time to time by the
Board of Directors; Provided, However; that no action of the Board of
Directors authorizing the issuance of shares of Class B Common Stock
shall be effective and binding upon the corporation unless approved by
the holders of at least two-thirds (2/3) of the shares of Class B
Common Stock at that time issued and outstanding. The Company shall not
subdivide or combine, or issue securities as a dividend or distribution
on, the outstanding shares of either class of Common Stock of the
Corporation unless a substantially equivalent subdivision, combination,
dividend or distribution of securities is made with respect to the
outstanding shares of the other class of Common Stock, so that the
relative rights and interests of the holders of each of such classes
are not adversely affected.
D. Conversion - Class A Common Stock shall be convertible into
Class B Common Stock, at the conversion ratio hereinafter provided at
the option of the corporation, which option shall be exercised by the
Board of Directors; Provided, However, that no action of the Board of
Directors authorizing the conversion of the Class A Common Stock shall
be effective and binding upon the Corporation unless approved by the
holders of at least two-thirds (2/3) of the shares of Class B Common
Stock at that time issued and outstanding; and Provided also, that any
such conversion shall be of all, and not less than all, of the shares
of Class A Common Stock at the time issued and outstanding.
The conversion ratio shall be one (1) share of Class B Common
Stock for each share of Class A Common Stock issued and outstanding;
Provided, However, that in the event of a stock dividend, stock split,
or other capital reorganization or reclassification of the Class A
Common Stock or Class B Common Stock, or in the event of a merger or
consolidation of the corporation (by sale of all or substantially all
of its assets or otherwise) with and into another company, each share
of
2
<PAGE>
Class A Common Stock shall be convertible into that number of shares of
Class B Common Stock, or other securities or property resulting from
such reorganization, reclassification, merger or consolidation, as the
case may be, which would be issuable had the Class A Common Stock been
converted to Class B Common Stock immediately prior to such
reorganization, reclassification, merger or consolidation.
In the event of the conversion of the Class A Common Stock
into Class B Common Stock, as herein provided, notice of the conversion
shall be given by the corporation to every holder of record of the
Class A Common Stock by mailing the notice to such holders at their
respective addresses, as the same shall appear on the stock transfer
books of the corporation, not less than thirty (30) days nor more than
sixty (60) days prior to the date designated in such notice as the
conversion date. Such notice shall state that the Class A Common Stock
shall be converted into Class B Common Stock at the aforementioned
conversion ratio, and on the date specified in said notice, upon the
surrender, at the place designated in said notice, of certificates
representing the shares of Class A Common Stock to be converted,
properly endorsed in blank for transfer or accompanied by proper
instrument of assignment or transfer in blank and bearing all necessary
transfer tax stamps thereto affixed and cancelled. On and after the
date specified in said notice, each holder of the Class A Common Stock
shall be entitled, upon presentation and surrender, at the place
designated in such notice, of the certificates representing shares of
Class A Common Stock held by him, properly endorsed in blank for
transfer or accompanied by proper instrument of assignment or transfer
in blank, and bearing thereto affixed and cancelled all transfer tax
stamps required under applicable laws or regulations, to receive from
the corporation, as soon thereafter as practicable, a certificate or
certificates issued to said holder, or in accordance with his written
order, representing the number of shares of Class B Common Stock
issuable upon the conversion of such Class A Common Stock. All shares
of Class A Common Stock shall be deemed to have been convened on the
conversion date specified in said notice, whether or not said shares
have been presented and surrendered for conversion; and the holders of
shares of Class A Common Stock shall, from and after the conversion
date, be deemed holders of the number of shares of Class B Common Stock
issuable upon said conversion, notwithstanding any delay in the
delivery of the certificate or certificates for shares of Class B
Common Stock.
E. Liquidation or Dissolution -- In the event of any
liquidation, dissolution or winding up of the corporation, whether
3
<PAGE>
voluntary or involuntary, the holders of the Class A Common Stock and
the Class B Common Stock shall be entitled, after the debts of the
corporation shall have been paid, to receive the remaining assets and
funds of the corporation, share and share alike, ratably according to
the number of shares held. The consolidation or merger of this
corporation with any other corporation or corporations shall not be
deemed a liquidation, dissolution or winding up of the corporation
within the meaning of this paragraph.
FOURTH: The directors shall have the power, without the consent of
the shareholders, to make, revoke and alter by-laws of the corporation.
FIFTH: One or more or all the directors may be removed, with or without
cause, by the affirmative vote of the majority of the votes cast by holders of
shares entitled to vote for the election of directors.
The Board of Directors shall have the power to remove directors for
cause and to suspend directors pending a final determination that cause exists
for removal.
SIXTH: The address of this corporation's current registered agent is
257 Cornelison Avenue, Jersey City, New Jersey 07302, and the name of the
corporation's current registered agent at such address is JOHN E. PETERS.
SEVENTH: The number of directors constituting the corporation's
current Board of Directors in fourteen (14). The names and addresses of the
persons currently serving as said director are set forth below:
NAME ADDRESS
---- -------
Leonard Block......................... 257 Cornelison Avenue
...................................... Jersey City, New Jersey 07302
James A. Block........................ 257 Cornelison Avenue
...................................... Jersey City, New Jersey 07302
Thomas R. Block....................... 257 Cornelison Avenue
...................................... Jersey City, New Jersey 07302
Michael C. Alfano, D.M.D., Ph.D. 257 Cornelison Avenue
...................................... Jersey City, New Jersey 07302
4
<PAGE>
Alfred E. Brown, Ph.D.................. Somerset House II
5610 Wisconsin Avenue
Chevy Chase, Maryland 20815
Peggy B. Danziger...................... 257 Cornelison Avenue
Jersey City, New Jersey 07302
William T. Golden...................... 40 Wall Street
Room 4201
New York, New York 10005
Melvin Kopp............................ 257 Cornelison Avenue
Jersey City, New Jersey 07302
Donald H. LeSieur...................... 257 Cornelison Avenue
Jersey City, New Jersey 07302
Peter C. Mann.......................... 257 Cornelison Avenue
Jersey City, New Jersey 07302
John E. Peters......................... 257 Cornelison Avenue
....................................... Jersey City, New Jersey 07302
Peter J. Repetti....................... 80 Falmouth Street
Short Hills, New Jersey 07078
Susan B. Stearns....................... 257 Cornelison Avenue
Jersey City, New Jersey 07302
Mary C. Tanner......................... Lehman Brothers, Inc.
3 World Financial Center
New York, New York 10285
EIGHTH: Except for actions required or permitted to be taken at a
meeting of shareholders by Chapter 10 of the New Jersey Business Corporation
Act, any action required or permitted to be taken at a meeting of shareholders
may be taken without a meeting upon the written consent of less than all the
shareholders entitled to vote thereon if the shareholders who so consent would
be entitled to cast at least the minimum number of votes which would be required
to take such action at a meeting at which all shareholders entitled to vote
thereon are present.
NINTH: The corporation shall indemnify any director, officer,
employee or agent of the corporation to the full extent permitted under the laws
5
<PAGE>
of the State of New Jersey, as the same shall be in effect at the time that the
act giving rise to the claim for indemnification is committed.
TENTH: To the fullest extent permitted by the laws of the State of New
Jersey, as they exist or may hereafter be amended, directors and officers of the
corporation shall not be personally liable to the corporation or its
stockholders for damages for breach of any duty owed to the corporation or its
stockholders, except that the provisions of this Paragraph Tenth shall not
relieve a director or officer from liability for any breach of duty based upon
an act or omission (a) in breach of such person's duty of loyalty to the
corporation or its stockholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person of any improper
personal benefit.
This Amended and Restated Certificate of Incorporation was executed on
behalf of the corporation this 30th day of October, 1990.
/s/ JOHN E. PETERS
Senior Vice President
General Counsel and Secretary
6
<PAGE>
CERTIFICATE
(PURSUANT TO NJSA 14A:9-5 (5))
A. The name of the corporation is BLOCK DRUG COMPANY, INC.
B. The Amended and Restated Certificate of Incorporation to which this
certificate is attached was approved by the Board of Directors and adopted by
the Shareholders on October 30, 1990.
C. On the date of adoption of the Amended and Restated Certificate of
Incorporation, the following shares of authorized capital stock were
outstanding, entitled to vote thereon, by class or otherwise, and did vote in
favor of the adoption of the Amended and Restated Certificate of Incorporation:
VOTED
CLASS OUT- ENTITLED VOTED FOR AGAINST
DESIGNATION STANDING TO VOTE ADOPTION ADOPTION
----------- -------- -------- --------- ---------
Class B Common Stock
($.10 par value)........... 7,704,400 7,704,400 7,704,400 -0-
D. The following amendments to the Certificate of Incorporation were
adopted as a result of the adoption of the Amended and Restated Certificate of
Incorporation.
1. Paragraph THIRD of the Certificate of Incorporation was amended
increasing the number of shares authorized to be issued to Forty-Five
million (45,000,000) shares.
2. Paragraph SIXTH of the Certificate of Incorporation was
amended changing the name of the corporation's current registered
agent to John E. Peters.
3. Paragraph SEVENTH of the Certificate of Incorporation was
amended increasing the number of Directors constituting the
corporation's current Board of Directors.
4. A new Paragraph TENTH has been added.
7
<PAGE>
This Certificate was executed on behalf of BLOCK DRUG COMPANY,
INC. this 30th day of October, 1990.
BLOCK DRUG COMPANY, INC.
By /s/ JOHN E. PETERS
--------------------------------
JOHN E. PETERS
Senior Vice President
General Counsel and Secretary
8
EXHIBIT 4.2
BYLAWS
OF
BLOCK DRUG COMPANY, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
Page
----
ARTICLE I
OFFICES................................................... 1
SECTION 1.1. Registered Office........................................................... 1
SECTION 1.2. Other Offices............................................................... 1
ARTICLE II
SHAREHOLDERS................................................. 1
SECTION 2.1. Annual Meeting.............................................................. 1
SECTION 2.2. Special Meetings............................................................ 1
SECTION 2.3. Place and Time of Meeting................................................... 1
SECTION 2.4. Notice of Meeting........................................................... 1
SECTION 2.5. Fixing of Record Date....................................................... 1
SECTION 2.6. Quorum...................................................................... 2
SECTION 2.7. Proxies..................................................................... 2
SECTION 2.8. Voting of Shares............................................................ 2
SECTION 2.9. Waiver of Notice............................................................ 2
SECTION 2.10. Votes Required.............................................................. 2
SECTION 2.11. Election of Directors....................................................... 2
SECTION 2.12. Procedure At Meetings....................................................... 2
ARTICLE III
DIRECTORS.................................................. 3
SECTION 3.1. General Powers.............................................................. 3
SECTION 3.2. Number, Tenure and Qualifications........................................... 3
SECTION 3.3. Annual Meetings, Regular Meetings........................................... 3
SECTlON 3.4. Special Meetings............................................................ 3
SECTION 3.5. Quorum...................................................................... 3
SECTION 3.6. Manner of Acting............................................................ 3
SECTION 3.7. Action Without Meeting...................................................... 3
SECTION 3.8. Vacancies................................................................... 3
SECTION 3.9. Compensation................................................................ 4
SECTION 3.10. Executive Committee; Other Committees....................................... 4
SECTION 3.11. Waiver of Notice............................................................ 4
ARTICLE IV
<PAGE>
OFFICERS................................................... 4
SECTiON 4.1. Number...................................................................... 4
SECTION 4.2. Election, Term and Removal.................................................. 5
SECTION 4.3. Powers and Duties........................................................... 5
SECTION 4.4. Salaries.................................................................... 5
SECTION 4.5. Loans....................................................................... 5
SECTION 4.6. Acquisitions................................................................ 5
SECTION 4.7. Office of Chief Executive................................................... 5
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFERS................................. 6
SECTION 5.1. Certificates for Shares..................................................... 6
SECTION 5.2. Transfer of Shares.......................................................... 6
SECTION 5.3. Lost, Stolen or Destroyed Certificates...................................... 6
ARTICLE VI
MISCELLANEOUS................................................ 6
SECTION 6.1. Fiscal Year................................................................. 6
SECTION 6.2. Corporate Seal.............................................................. 6
SECTION 6.3. Amendments.................................................................. 6
SECTION 6.4. Notices..................................................................... 6
SECTION 6.5. Indemnification............................................................. 7
SECTION 6.6. Limitation of Liability..................................................... 7
</TABLE>
<PAGE>
BYLAWS
OF
BLOCK DRUG COMPANY, INC.
ARTICLE I
OFFICES
SECTION 1.1. Registered Office. The registered office of the
corporation shall be located at 237 Cornelison Avenue, Jersey City, Hudson
County, New Jersey, or such other address within the State of New Jersey as the
Board of Directors may by resolution provide.
SECTION 1.2. Other Offices. The Corporation may hive other offices
within or without the State of New Jersey at any time.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. Annual Meeting. The annual meeting of shareholders for the
Purpose of electing Directors and for the transaction of such other business as
may properly come before the meeting shall be held on the third Monday in June
of each year, or on such other date as may be fixed by the Board of Directors.
SECTION 2.2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board, the President, or by the Board of
Directors, and shall be called by the President at the written request of the
holders of not less than ten percent (10%) of all the outstanding shares
entitled to vote at the meeting.
SECTION 2.3. Place and Time of Meeting. The Board of Directors may
designate the time and place, either within or without the State of New Jersey,
as the time and place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. If no designation is made, or if a
special meeting is called other than by the Board of Directors, the place of the
meeting shall be the registered office of the corporation in the State of New
Jersey.
SECTION 2.4. Notice of Meeting. Written or printed notice stating the
place, day and hour of any meeting of the shareholders, and the purpose or
purposes for which the meeting is called, shall be given, personally or by mail,
to each shareholder of record entitled to vote at the meeting not less than ten
(10) nor more than thirty (30) days before the meeting, except as otherwise
permitted or required by law or the Certificate of Incorporation.
SECTION 2.5. Fixing of Record Date. For the purpose of determining the
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, the Board of Directors may fix a date not more than
sixty (60) days nor less than ten (10) days before the date of such meeting as
the record date
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for any such determination of shareholders. When a determination of shareholders
of record for a shareholders' meeting has been made as provided herein, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this Bylaw for the adjourned meeting.
For the purpose of determining the shareholders entitled to receive payment of
any dividend or allotment of any right, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix a
date, which shall not be more thin sixty (60) days before any such payment,
allotment or other action, as the record date for any such determination of
Shareholders.
SECTION 2.6. Quorum. The holders of not less than a majority of the
outstanding shares entitled to vote at any shareholders' meeting, represented in
person or by proxy, shall constitute a quorum for the transaction of business at
such meeting, except as otherwise provided by the New Jersey Business
Corporation Act or the Certificate of Incorporation. If less than a quorum are
represented at the meeting, a majority of the shareholders so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present in person or by proxy at a duly organized
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION 2.7. Proxies. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy in accordance with the New
Jersey Business Corporation Act and any other applicable law. Every proxy should
be executed in writing by the shareholder or his agent and shall be flied with
the secretary of the meeting before or at the time of the meeting; except that a
proxy may be given by a shareholder or his agent by telegram or cable or its
equivalent.
SECTION 2.8. Voting of Shares. Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided in the Certificate of Incorporation.
SECTION 2.9. Waiver of Notice. Notice of a meeting need not be given to
any shareholder who signs a waiver of such notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
SECTION 2.10. Votes Required. Whenever any action, other than the
election of directors, is to be taken by vote of the shareholders, it shall be
authorized by majority of the votes cast at a meeting of shareholders by the
holders of shares entitled to vote thereon, unless a greater plurality is
required by the Certificate of Incorporation or the New Jersey Business
Corporation Act.
SECTION 2.11. Election of Directors. Directors shall be elected by a
plurality of the vote cast. At each election of directors every shareholder
entitled to vote at such election shall have the right to vote the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote.
SECTION 2.12. Procedure At Meetings. The Senior Chairman of the Board
of the corporation shall preside as the chairman of tho shareholders' meetings
or shall designate a substitute to preside as chairman and shall designate
someone to serve as secretary of the meeting. The chairman of each shareholders'
meeting at which directors are to be elected shall appoint two inspectors of
election. The inspectors shall take and subscribe an oath or affirmation
faithfully to execute the duties of inspectors at such meeting, with strict
impartiality and
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according to the best of their ability, and shall take charge of the polls and
shall make, after the ballot, a certificate of the result of the vote taken.
ARTICLE III
DIRECTORS
SECTION 3.1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, except insofar as such
management is delegated by resolution of the Board of Directors to an Executive
Committee or one or more other committees as provided in these Bylaws.
SECTION 3.2. Number, Tenure and Qualifications. The Board of Directors
of the corporation shall consist of not less than six nor more than fifteen
persons, as shall be determined from time to time by the shareholders. At each
annual meeting of shareholders, directors shall be elected to hold office until
their successors shall have been elected and qualified.
SECTION 3.3. Annual Meetings, Regular Meetings. A meeting of the Board
of Directors shall be held without other notice than this Bylaw immediately
after, and at the same place as, the annual meeting of shareholders. Additional
regular meetings may be held at such times and places as the Board of Directors
may provide and no notice of such meetings shall be required.
SECTlON 3.4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of any member of the Office of
Chief Executive, and shall be called by the Secretary of the corporation upon
the written request of the majority of the Directors, and shall be held at such
time and place as shall be specified in the call of the meeting. Notice of each
special meeting shall be given to each member of the Board, personally or by
mail, telegraph or telephone, at least three (3) days before the meeting.
SECTION 3.5. Quorum. A majority of the number of Directors who are or
would be in office if there were no vacancies shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. If less than a
quorum is present at a meeting, a majority of the Directors present may adjourn
the meeting from time to time without further notice.
SECTION 3.6. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless a greater number is required by the Certificate of
Incorporation. Any and all Directors may participate in a meeting of the Board
or a committee of the Board by means of conference telephone or any means of
communication by which all persons participating in the meeting are able to hear
each other, unless otherwise provided by law.
SECTION 3.7. Action Without Meeting. Any action required or permitted
to be taken pursuant to authorization voted at a meeting of the Board of
Directors may be taken without a meeting if, prior to or subsequent to such
action, all member of the Board of Directors consent thereto in writing and such
written consents are filed with the minutes of the proceeding of the Board of
Directors. Such consent, which may be executed in counterparts, shall have the
same effect as a unanimous vote of the Board of Directors for all purposes.
SECTION 3.8. Vacancies. Any vacancy occurring in the Board of
Director, however caused, shall be filled by the affirmative vote of a majority
of the remaining Directors at a meeting which shall be called by the
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<PAGE>
Senior Chairman of the Board or by the Chairman of the Board or by the
President, even though less than a quorum of the Board of Directors is present
at the meeting. Said meeting shall be held on a date which shall not be more
than ten (10) days after the effective date of such vacancy. In the event that
said meeting shall not be called within five (5) days of the effective date of
such vacancy, then not less than two (2) of the remaining Directors shall be
entitled to call such meeting. Any directorship to be filled by reason of an
increase in the number of Directors shall be filled by the shareholders. Any
Director elected pursuant to this Section 3.8 shall hold office until the next
succeeding annual meeting of shareholders and until his successor shall have
been elected and qualified.
SECTION 3.9. Compensation. By resolution of the Board of Director, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed salary for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 3.10. Executive Committee; Other Committees. The Board of
Directors, by resolution adopted by a majority of the entire Board, may appoint
from among its members an executive committee and one or more other committees,
each of which shall have at least three (3) members, and shall act only upon
unanimous consent of all members. Any such committee may make its own rules of
procedure and shall meet where and as provided by such rules, or by a resolution
of the Directors. Each such committee shall have and may exercise all of the
authority of the Board of Directors to the full extent provided in such
resolution and permissible under the laws of the State of New Jersey. Actions
taken at a meeting of any such committee shall be reported to the Board of
Directors at its next meeting following such committee meeting. The Board of
Directors, by resolution adopted by a majority of the entire Board, may fill any
vacancy in any such committee, appoint one or more Directors to serve as
alternate members of any such committee to act in the absence or disability of
any member of such committee with all of the powers of such absent or disabled
members, abolish any such committee at pleasure, and remove any Director from
membership on such committee at any time, with or without cause.
SECTION 3.11. Waiver of Notice. Notice of any meeting of the Board or
any committee need not be given to any Director who signs a waiver of notice,
whether before or after the meeting. The attendance of any Director at a Board
or committee meeting without protesting prior to the conclusion of the meeting
the lack of notice of such meeting shall constitute a waiver of notice by him.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Board or any committee need be specified in the notice or waiver of notice of
such meeting.
ARTICLE IV
OFFICERS
SECTiON 4.1. Number. The officers of the corporation shall consist of
the Office of the Chief Executive, a Senior Chairman of the Board, a Chairman of
the Board, a President, an Executive Vice President, one or more Senior Vice
Presidents, one or more Vice Presidents, a Secretary, a Treasurer, and a
Controller, each of whom shall be elected by the Board of Directors, provided,
however, that the Senior Chairman of the Board, the Chairman of the Board, the
President and the Executive Vice President shall be so elected from among the
members of the Board of Directors. The Board of Directors may elect such other
officers, assistant officers or agents as it shall deem necessary or desirable,
which officers, assistant officers or agents shall have such authority and shall
perform such duties as the Board of Directors may from time to time prescribe.
Any two or more offices may be held by the same person.
4
<PAGE>
SECTION 4.2. Election, Term and Removal Unless otherwise provided by
resolution of the Board of Directors, at the time of his election, the term of
office of all officers shall be until the first meeting of the Board of
Directors following the next annual meeting of shareholders and until their
respective successors are elected and qualify, but any officer, other than the
Senior Chairman of the Board, the Chairman of the Board, the President or the
Executive Vice President, elected by the Board, may be removed from office,
either with or without cause, at any time, by the affirmative vote or a majority
of the members of the Board of Directors then in office. Any vacancy occurring
among the officers of the corporation may be filled by the Board of Directors.
SECTION 4.3. Powers and Duties. The Senior Chairman of the Board shall,
when present, preside at all meetings of the shareholders and of the Board of
Directors. In the absence of the Senior Chairman of the Board, or in the event
of his death, inability or refusal to act, the Chairman of the Board, the
President and the Executive Vice President shall jointly perform the duties of
the Senior Chairman of the Board, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the Senior Chairman of the Board.
Except as aforesaid, the officers of the corporation shall have such powers and
duties as they generally pertain to their respective offices as well as and
subject to powers and duties as may be prescribed by the Board or these Bylaws.
SECTION 4.4. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
SECTION 4.5. Loans. The Corporation may lend money to or guarantee any
obligation of, or otherwise assist, any officer or other employee of the
Corporation or of any subsidiary, whenever, in the judgement of the Directors,
such loan, guarantee or assistance may reasonably be expected to benefit the
Corporation; provided, however, if such officer or employee is also a director
of the Corporation, that such loan is authorized by a majority of the Board of
Directors. The vote of a director who would receive the loan, guarantee or
assistance from the Corporation shall not be included in the majority necessary
for authorization.
SECTION 4.6. Acquisitions. The acquisition of property, rights, or
privileges by the Corporation for which the total consideration, in whatever
form, exceeds an amount equal to 10% of the Corporation's total shareholders'
equity, shall require the authorization of the Board of Directors. Total
shareholders' equity shall be determined from the Corporation's consolidated
balance sheet from the Corporation's most recent certified financial statement.
SECTION 4.7. Office of Chief Executive. The Office of Chief Executive
shall consist of not less than three (3) nor more than four (4) members, as
shall be determined from time to time by the Board of Directors; provided,
however, that the members of the Office of Chief Executive shall only consist of
the Senior Chairman of the Board Chairman of the Board, President and Executive
Vice President. Each member of the office shall report directly to the Board of
Directors. The decision of a majority of the members of the Office of the Chief
Executive shall constitute the decision of the Office. When the Senior Chairman
of the Board is no longer serving on the Board of Directors, the position of
Senior Chairman of the Board shall be eliminated.
Any member of the Office who dissents from a decision approved or made
by the majority of its members shall have the right, by acting forthwith, to
call a special meeting of the entire Board of Directors for the purpose of
reviewing said decision, in which event any such decision by the Office of Chief
Executive shall not become effective until reviewed and approved by the Board.
5
<PAGE>
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFERS
SECTION 5.1. Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the Board of
Directors, in conformity with the laws of the State of New Jersey. Cards which
are punched, magnetically coded or otherwise treated so as to facilitate machine
or automatic processing, may be used as share certificates if they otherwise
comply with the provisions of the New Jersey Business Corporation Act.
SECTION 5.2. Transfer of Shares. Shares of the corporation shall be
transferable in accordance with the provision of Chapter 8 of the Uniform
Commercial Code as adopted in New Jersey (N.J.S.A. ss.12A:8-101 et seq.) as
amended from time to time, and as provided in the New Jersey Business
Corporation Act.
SECTION 5.3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may authorize the issuance of a new certificate in place of any
certificate theretofore issued by the corporation, alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of such loss, theft or
destruction by the owner thereof or his legal representative, and the Board of
Directors may, in its discretion, require such owner or legal representative to
give the corporation a bond indemnifying the corporation and the transfer agents
and registrars against all loss, cost and damage which may arise from the
issuance of a new certificate in place of the original certificate.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Fiscal Year. The fiscal year of the corporation shall be
the year beginning April 1st and ending March 31st, unless the Board of
Directors shall otherwise direct.
SECTION 6.2. Corporate Seal. The corporation shall have a corporate
seal which shall be in such form as the Board of Directors may determine. In
lieu of the corporate seal, when so authorized by the Board of Directors or a
duly empowered committee thereof, a facsimile of the seal may be impressed or
affixed or reproduced.
SECTION 6.3. Amendments. The provisions of Section 3.8 of these Bylaws
and those contained in Section 3.2 of these Bylaws as to fixing the number of
Directors may be altered or repealed only by the shareholders. Except as
provided in the foregoing sentence, the Board of Directors shall have the power
to make, alter and repeal the Bylaws of the corporation.
SECTION 6.4. Notices. In computing the period of time for the giving of
any notice required or permitted for any purpose, the day on which the notice is
given shall be excluded and the day on which the matter noticed is to occur
shall be included. If Notice is given by mail or telegraph, the notice shall be
deemed to be given when deposited in the mail or telegraph office, addressed to
the person to whom it is directed at his last address as it appears on the
records of the corporation, with postage or charges prepaid thereon, provided,
however, such notice must be given by telegraph, telephone, personal service or
by personally advising the person orally when, as may be authorized by these
Bylaws, less than three (3) days' notice is given. Notice to a
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<PAGE>
shareholder shall be addressed to the address of such shareholder as it appears
on the stock transfer records of the corporation.
SECTION 6.5. Indemnification.
(a) Any Director, officer, employee, agent or other corporate
agent (as defined in N.J.S.A. ss.14A:3-5) shall be indemnified by the
corporation in connection with any proceeding involving the corporate agent by
reason of his being or having been such a corporate agent to the full extent
permitted by N.J.S.A.ss. 14A:3.5.
(b) To assure indemnification under this Bylaw of all
corporate agents who are or were "fiduciaries" of an employee benefit plan
governed by the Act of Congress entitled "Employee Retirement Income Security
Act of 1974", ("ERISA") as amended from time to time, said N.J.S.A.ss.l4A:3-5
shall, for the purposes hereof, be interpreted as follows; "Other enterprise"
shall be deemed to include an employee benefit plan; the corporation shall be
deemed to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the corporation also imposes duties
on, or otherwise involves services by, such person to the plan or participants
or beneficiaries of the plan; excise taxes assessed on a person with respect to
an employee benefit plan pursuant to ERISA shall be deemed "fines"; and actions
taken or omitted by a person in the performance of such person's duties for a
purpose reasonably believed by such person to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interest of the corporation.
(c) Any Director, officer, employee, agent or other corporate
agent (as defined in N.J.S.A.ss.14A;3-5) may be insured by insurance purchased
and maintained by the corporation against any expenses incurred in any
proceeding and any liabilities asserted against him in his capacity as corporate
agent, whether or not the corporation would have the power to indemnify him
against such liability.
SECTION 6.6. Limitation of Liability. To the fullest extent permitted
by the laws of the State of New Jersey, as they exist or may hereafter be
amended, directors and officers of the corporation shall not be personally
liable to the corporation or its shareholders for damages for breach of any duty
owed to the corporation or its stockholders, except that the provisions of this
Section 6.6. shall not relieve a director or officer from liability for any
breach of duty based upon an act or omission (a) in breach of such person's duty
of loyalty to the corporation or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt by such person
of an improper personal benefit.
7
NYFS08...:\60\20960\0015\1981\BYL6018X.520
EXHIBIT 5.1
June 2, 1998
Block Drug Company, Inc.
257 Cornelison Avenue
Jersey City, NJ 07302
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Secretary for Block Drug
Company, Inc. (the "Company"), I have acted in connection with the preparation
of the Registration Statement on Form S-8 (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission on the date hereof
with respect to 1,000,000 shares of Class A Common Stock, par value $.10 per
share, of the Company (the "Class A Common Stock"), being registered in
connection with the Company's Stock Option Plan (the "Plan").
In so acting, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the Registration Statement and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives as I have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures
(other than those of officers of the Company), the authenticity of all documents
submitted to me as originals, the conformity to original documents of documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact material to this
opinion that have not been independently established, I have relied upon
certificates or comparable documents of officers and representatives of the
Company.
Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that the shares of Class A Common Stock reserved for
issuance upon the exercise of options or rights granted and to be granted under
the Plan will be, when issued and paid for upon such exercise in accordance with
the provisions of the Plan, validly issued, fully paid and non-assessable.
The opinion herein is limited to the corporate laws of the State of New
Jersey and the federal laws of the United States, and I express no opinion as to
the effect on the matters covered by this opinion of the laws of any other
jurisdiction.
<PAGE>
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This opinion is rendered solely for the benefit of the Company in
connection with the transaction described above. Except as otherwise provided
herein, this opinion may not be used or relied upon by any other person and may
not be disclosed, quoted, filed with a governmental agency or otherwise referred
to without my prior written consent. I hereby consent to the filing of a copy of
this opinion with the Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John E. Peters
John E. Peters
JEP/lb
EXHIBIT 23.1
(LETTERHEAD OF COOPER & LYBRAND L.L.P.)
CONSENT OF INDEPENDENT ACCOUNTANTS
-----
We consent to the incorporation by reference in the registration statement of
Block Drug Company, Inc. on Form S-8 of our report dated June 3, 1997, on our
audits of the consolidated financial statements and financial statement
schedules of Block Drug Company, Inc. as of March 31, 1997 and 1996, and for the
years ended March 31, 1997, 1996, and 1995, which report is included in this
Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P
New York, New York
June 1, 1998
EXHIBIT 99.1
[GRAPHIC OMITTED]
BLOCK DRUG COMPANY, INC.
-------------------------------------------------------------------------------
(WORLDWIDE EMPLOYEES)
STOCK OPTION PLAN
MAY 27, 1998
<PAGE>
STOCK OPTION PLAN
BLOCK DRUG COMPANY, INC.
(WORLDWIDE EMPLOYEES)
A. PURPOSES:
The Plan is intended to provide greater motivation and incentive for
those eligible employees of the Company and its Subsidiaries who are making and
can continue to make significant contributions to the success of the business,
to attract and retain employees of outstanding caliber and competence and to
enhance the identity of interests between the stockholders of the Company and
Plan Participants.
The Options offered pursuant to this Plan are a matter of separate
inducement and are not in lieu of any salary or other compensation. The Options
are intended to be options that do not meet the requirements for incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
B. DEFINITIONS:
1. As used in this Plan, the following terms shall have the meanings
set forth below:
(a) "Award Date" shall mean the date designated by the Committee on
which an award of one or more Options is made to a Participant.
(b) "Committee" shall mean the committee having control of the
administration of the Plan as provided for in Section C of this Plan.
(c) "Common Stock" shall mean the Company's Class A Common Stock , or
any class of Company common stock issued in exchange or substitution thereof .
(d) "Company" shall mean Block Drug Company, Inc., or any successor
thereto.
(e) "Disability" and "Disabled" shall have the meaning given those
terms in the Company's Restated Retirement Plan, as amended from time to time.
(f) "Exercise Date" shall mean the first date on which an Option may be
exercised.
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<PAGE>
(g) "Exercise Price" shall mean the price specified in an Option.
(h) "Fair Market Value" shall mean the closing sale price of the Common
Stock on such exchange or NASDAQ-NMS on such date or, if no trading occurred or
quotations were not available on such date, then the closing sale price on the
closest preceding date on which the Common Stock was traded or quoted.
(i) "Normal Retirement Date" shall mean the first day of the month
coincident with or next following a Participant's sixty-fifth birthday; provided
however, that the Committee, in its sole and nonreviewable discretion, and upon
such criteria as the Committee may consider appropriate, may treat the date of
the Termination of Employment of any living, nondisabled Participant over the
age of sixty-two years as Participant's Normal Retirement Date, in which event
such Participant's Termination of Employment shall be deemed to have occurred by
reason of Participant's retirement on Participant's Normal Retirement Date for
all purposes hereunder.
(j) "Option" shall mean an option to purchase a share or shares of
Common Stock.
(k) "Participant" shall mean an employee of the Company or a Subsidiary
to whom one or more Options are granted under this Plan.
(l) "Plan" shall mean the Stock Option Plan of the Company, as
described herein, or as amended from time to time.
(m) "Subsidiary" shall mean any corporation of which more than fifty
percent of the total combined voting stock, of all classes, is owned by the
Company and/or another corporation or entity that directly or indirectly
controls, is controlled by, or is under control of the Company.
(n) "Termination of Employment" shall mean the cessation of any
Participant's employment with the Company and any and all Subsidiaries for any
reason, including death or Disability.
(o) "Termination Date" shall mean the first to occur of (a) the
Participant's Normal Retirement Date, or (b) the effective date of a
Participant's Termination of Employment, irrespective of the cause or reason for
such termination.
C. ADMINISTRATION:
1. The Board of Directors of the Company shall appoint a Committee of
two or more directors , who shall serve indefinitely at the pleasure of the
Board of Directors, to administer the Plan. The Committee shall elect one of the
members thereof to serve as Chairman at the pleasure of the Committee. No award
of Options shall be made to an employee of the Company or any Subsidiary while
and so long as that employee shall be a member of the Committee.
- 2 -
<PAGE>
2. The Committee, among other things, shall determine, in its sole and
nonreviewable discretion, subject to the provisions of this Plan:
(a) The employees of the Company and/or its Subsidiaries who
shall participate in this Plan from time to time;
(b) The time or times when Options shall be awarded to any and
all Participants and become exercisable;
(c) The number of Options which shall be awarded to each and
every Participant; and
(d) The other terms and provisions of Options (which need not
be identical).
3. The Committee shall construe and interpret the meaning and
application of all provisions of this Plan and all such constructions and
interpretations shall be binding and conclusive on all persons having any
interest therein.
The Committee may employ such legal or other counsel, consultants
and agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion or computation received from any such counsel, consultant
or agent. Expenses incurred by the Committee in the engagement of such counsel,
consultant or agent shall be paid by the Company or such Subsidiary whose
employees have benefitted from the Plan, as determined by the Committee. No
member or former member of the Board of Directors, the Executive Committee or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Options granted hereunder.
4. In order to facilitate making a grant of an Option under Section E.,
the Committee may provide for such modifications and additional terms and
conditions ("special terms") to be applied to Options granted to Participants
who are employed by the Company outside the United States (or who are foreign
nationals temporarily within the United States) as the Committee may consider
necessary or appropriate to accommodate differences in local law, policy or
custom or to facilitate administration of the Plan. The special terms may
provide that the grant of an Option is subject to (a) applicable governmental or
regulatory approval or other compliance with local legal requirements and/or (b)
the execution by the Participant of a written instrument in the form specified
by the Committee, and that in the event such conditions are not satisfied, the
grant shall be void. The special terms may also provide that an Option shall
become exercisable if an Employee's employment with the Company ends as a result
of workforce reduction, realignment or similar measure and the Committee may
designate a person or persons to make such determination. The Committee may
adopt or approve sub-plans, appendices or supplements to or amendments,
restatements, or alternative versions of the Plan as it may consider necessary
or appropriate for purposes of implementing any special terms, without thereby
affecting the terms of the Plan as in effect for any other purpose. The special
terms and any appendices, supplements, amendments,
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restatements or alternative versions, however, shall not include any provisions
that are inconsistent with the terms of the Plan as then in effect, unless the
Plan could have been amended to eliminate such inconsistency without further
approval by the Executive Committee of the Board of Directors of the Company.
5. The Committee shall hold meetings upon such notice, at such place or
places, and at such time or times as the members shall determine from time to
time. The Committee may delegate ministerial duties to one or more employees of
the Company or its Subsidiaries, and may authorize one or more of their number
as an agent to execute or deliver any instrument or make any payment on behalf
of the Committee, and may employ or engage such persons as may be reasonably
required or desirable in carrying out the provisions of this Plan.
6. A majority of the members of the Committee at the time in office
shall constitute a quorum for the transaction of business. All resolutions or
other actions taken by the Committee shall be by the vote of a majority of the
Committee, but resolutions may be adopted or other actions taken by the
Committee without a meeting upon the written consent signed by a majority of the
members of the Committee.
7. No member of the Committee shall receive any compensation for
services rendered as such, nor shall such member be liable for any act done or
omitted or determination made in good faith.
8. The Company shall bear all costs and expenses incident to the
administration of the Plan.
D. ELIGIBILITY:
1. Any employee of the Company or its Subsidiaries, including an
employee who also may be an officer or director of the Company or any Subsidiary
(excepting only any employee who is a member of the Committee while and so long
as such employee is a member) shall be eligible to receive an award of one or
more Options.
E. AWARD OF OPTIONS:
1. The Committee, from time to time, may award one or more Options to a
Participant. Each such award shall be made as of a month and day designated by
the Committee and shall be set forth in a written agreement. An Option to be
awarded to a Participant shall be determined by the Committee using the Fair
Market Value for one share of Common Stock on the Award Date.
2. The aggregate number of shares of Common Stock issuable under
outstanding Options shall not exceed ten percent of the total number of the then
outstanding shares of all classes of common stock of the Company.
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3. Shares of Common Stock available for issuance under the Plan may be
either authorized but unissued shares, shares of issued stock held in the
Company's treasury, or both, at the sole and nonreviewable discretion of the
Company. If and to the extent that Options granted under the Plan expire or
terminate without having been exercised, the shares covered by such expired or
terminated Options may again be subject to an Option under the Plan.
F. VESTING AND EXERCISE:
1. VESTING
a. Except as otherwise provided in paragraph b. of this
Section, an Option awarded to a Participant, as of a particular Award Date,
shall become vested on the third anniversary of the Option Award Date (or
immediately upon termination of the Plan) such that on such date such Option
shall become one hundred percent vested with no prior partial vesting, provided
that during such period, the Participant shall be employed by the Company or a
Subsidiary.
b. In any case when there is Termination of Employment of a
Participant due only to death, Disability, or when the Participant's Normal
Retirement Date is reached : (i) all Options awarded to such Participant become
fully vested on the date of the occurrence of such event, irrespective of the
length of the period between the Award Date of any or all Options and the date
of such Termination of Employment, and (ii) no additional Options shall be
awarded to the Participant.
c. When Termination of Employment of a Participant occurs for
any reason other than due to death, Disability, or when the Participant's Normal
Retirement Date is reached : (i) if the termination is for other than cause, the
Committee, in its sole and nonreviewable discretion, may vest any Options
awarded to such Participant which are less than three years old, or (ii) if
Termination is for cause, the Committee, in its sole and nonreviewable
discretion, may require forfeiture of Participant's Options.
2. EXERCISE
a. Except as otherwise provided in paragraph b. of this
Section, when an Option becomes vested, the Participant may exercise the Option
at any time between the third and tenth anniversary of the Option Award Date (or
immediately upon termination of the Plan); provided however, the Participant
must exercise all of Participant's vested Options within one hundred twenty days
of Participant's Termination Date, except in the case of the attainment of the
Participant's Normal Retirement Date, death or Disability, in which case the
exercise can occur any time up to fourteen months from such Termination Date,
regardless of the expiration of such Options on the tenth anniversary of their
Option Award Date. After expiration of the Option exercise periods provided
above, the Options shall terminate and become null and void.
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b. Options may be exercised, in whole or in part, by giving such
written notice as the Committee shall require either on or prior to the date on
which the Option expires. The Exercise Price for the Options being exercised
shall be paid by the Participant to the Company in cash, at the time of
exercise, or through a cashless exercise procedure coordinated by the Company
with one or more brokerage firms.
c. Each Participant assumes all responsibility for decisions to timely
and properly exercise his or her Options. To the extent that an Option is not
exercised within the period of exercisability specified therein, it shall expire
as to the then unexercised part In no event shall an Option granted hereunder be
exercised for a fraction of a share of Common Stock or for less than 500 shares
of Common Stock (unless such number is equal to the total remaining balance of
an Option which has not been fully exercised).
d. The Committee shall have the right to accelerate, in whole or in
part, from time to time, conditionally or unconditionally, rights to exercise
any Option granted hereunder.
e. A person entitled to receive Common Stock upon the exercise of an
Option shall not have the rights of a stockholder with respect to such Common
Stock until the date of issuance of a stock certificate to Participant for such
Common Stock.
f. If an Option granted hereunder shall be exercised by the legal
representative of a deceased or Disabled Participant or by a person who acquired
an Option granted hereunder by bequest or inheritance or by reason of the death
of any Participant, written notice of such exercise shall be accompanied by a
certified copy of letters testamentary or equivalent proof of the right of such
legal representative or other person to exercise such Option.
g. Any Participant who is subject to the reporting requirements of
Section 16(a) of the Securities Exchange Act (or any successor provision) shall
not be entitled to sell or otherwise dispose of any shares acquired upon the
exercise of any Option for a period of six months from the date such Option was
granted.
G. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS:
Notwithstanding any other provision contained herein, in the event of
any change in the Common Stock subject to the Plan or to any Option granted
under the Plan (through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares, or other like change in the capital structure of the
Company), an adjustment shall be made to each outstanding Option such that each
such Option shall thereafter be exercisable for such securities, cash and/or
other property as would have been received in respect of the Common Stock
subject to such Option had such Option been exercised in full immediately prior
to such change, and such an adjustment shall be made successively each time any
such change shall occur. In addition, in the event of any such change, the
Committee shall make any further adjustment to the maximum number of shares of
Common Stock which may be acquired under the Plan pursuant to the exercise of
Options, the maximum number of shares of Common
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Stock for which Options may be granted to any one Participant and the number of
such shares and price per share subject to outstanding Options as shall be
equitable to prevent dilution or enlargement of rights under such Options, and
the determination of the Committee as to these matters shall be conclusive and
binding on the Participant.
The Committee, in its sole and nonreviewable discretion, may determine
that, upon the occurrence of a transaction described in the preceding paragraph,
each Option outstanding hereunder shall terminate within a specified number of
days after notice to the holder, and such holder shall receive, with respect to
each share subject to such Option, an amount equal to the excess of the Fair
Market Value of such shares immediately prior to the occurrence of such
transaction over the Exercise Price per share of such Option; such amount shall
be payable in cash, in one or more of the kinds of property payable in such
transaction, or in a combination thereof, as the Committee in its sole and
nonreviewable discretion shall determine.
H. NON-ALIENATION OF BENEFITS:
Except as otherwise provided in an Option, a Participant's rights,
interests and benefits under an Option shall not be subject to assignment,
transfer, pledge, encumbrance or charge, excepting by will or the laws of
descent and distribution, and during the lifetime of the Participant, Options
granted to him or her shall be exercisable only by the Participant or, in the
event that a legal representative has been appointed in connection with the
Disability of a Participant, such legal representative.
I. USE OF PROCEEDS:
The cash proceeds of the sale of Shares subject to the Options granted
hereunder are to be added to the general funds of the Company and used for its
general corporate purposes as the Executive Committee of the Board of Directors
shall determine.
J. ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES:
Upon any exercise of an Option granted hereunder and payment of the
purchase price therefor, a certificate or certificates representing the shares
of Common Stock shall be issued by the Company in the name of the person
exercising the Option and shall be delivered to or upon the order of such
person.
The Company may endorse such legend or legends upon the certificates
for Common Stock issued pursuant to the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such Common Stock as the
Committee, in its sole and nonreviewable discretion, determines to be necessary
or appropriate to (a) prevent a violation of, or to comply with the
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procedures for an exemption from, the registration requirement of the Securities
Act, or (b) implement the provisions of the Plan and any agreement between the
Company and the Participant with respect to such Common Stock.
The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of Common Stock, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer. All Common Stock issued as provided herein shall be fully paid and
nonassessable to the extent permitted by law.
K. WITHHOLDING TAXES:
By acceptance of the Option, the Participant will be deemed to (i)
agree to reimburse the Company or Subsidiary by which the Participant is
employed for any federal, state, or local taxes required by any government to be
withheld or otherwise deducted by such corporation in respect of the exercise of
all or a portion of the Option; (ii) authorize the Company or any Subsidiary by
which the Participant is employed to withhold from any cash compensation paid to
the Participant or on the participant's behalf, an amount sufficient to
discharge any federal, state, and local taxes imposed on the Company, or the
Subsidiary by which the Participant is employed, and which otherwise has not
been reimbursed by the Participant, in respect of the Participant's exercise of
all or a portion of the Option; and (iii) agree that the Company may, in its
sole and nonreviewable discretion, hold the stock certificate to which the
Participant is entitled upon exercise of the Option as security for the payment
of the aforementioned withholding tax liability, until cash sufficient to pay
that liability has been accumulated, and, in its sole and nonreviewable
discretion, may effect such withholding by retaining shares issuable upon the
exercise of the Option having a Fair Market Value on the Exercise Date which is
equal to the amount to be withheld.
L. AMENDMENT AND TERMINATION:
The Executive Committee of the Board of Directors of the Company shall
have the right to amend this Plan in any respect from time to time, or to
terminate it at any time. The rights and obligations under any Option granted
before amendment of the Plan or any unexercised portion of such Option shall not
be adversely affected by amendment of the Plan or the Option without the consent
of the holder of such Option.
M. ADDITIONAL PROVISIONS:
1. PARTICIPANT'S DECISION TO EXERCISE, OR NOT TO EXERCISE, THE OPTIONS
MAY RESULT IN IMPORTANT TAX CONSEQUENCES TO PARTICIPANT. PARTICIPANT SHOULD
CONSULT WITH AN ATTORNEY OR FINANCIAL ADVISOR BEFORE MAKING THIS DECISION.
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2. No employee of the Company or its Subsidiaries or any other person
shall have the right to become a Participant or have any claim or right to
receive an Option award under this Plan.
3. Neither the existence nor provisions of this Plan nor any action
taken hereunder shall be deemed to give any employee the right to be retained in
the employ or service of the Company or any Subsidiary or to interfere with the
rights of the Company or any Subsidiary to discharge any employee at any time.
4. By action of their respective Boards of Directors, Subsidiaries may
adopt this Plan for Participants who are employees of such Subsidiaries.
5. This Plan and all requirements thereunder shall be construed in
accordance with and governed by the laws of the State of New Jersey, United
States of America.
N. EFFECTIVE DATE:
The effective date of this Plan is May 27, 1998.
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