<PAGE> 1
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHURCH & DWIGHT CO., INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4996950
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
469 NORTH HARRISON STREET, PRINCETON, NEW JERSEY 08543-5297
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(Address of Principal Executive Offices) (Zip Code)
EXECUTIVE STOCK PURCHASE PLAN
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(Full title of the plan)
MARK A. BILAWSKY, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CHURCH & DWIGHT CO., INC.
469 NORTH HARRISON STREET
PRINCETON, NEW JERSEY 08543-5297
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(Name and address of agent for service)
(609) 683-5900
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(Telephone number, including area code, of agent for service)
Copies to:
Stewart E. Lavey, Esq.
Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRA-
REGISTERED REGISTERED SHARE* PRICE* TION FEE
- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Common 70,000 shares $20.75 $1,452,500 $500.86
Stock, $1.00
par value
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the average of the high and low prices of
such shares as reported on the New York Stock Exchange on June 6, 1995.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS CONTAINED
HEREIN IS A COMBINED PROSPECTUS RELATING TO THIS REGISTRATION STATEMENT AND TO
THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, FILE NO. 33-71970.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Documents relating to the Church & Dwight Co., Inc. Executive
Stock Purchase Plan (the "Plan") and containing the information specified in
Part I of Form S-8 will be sent or given to participants in the Plan, as
specified by Rule 428(b)(1), and are not filed 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 the
registration statement pursuant to Item 3 of Part II of 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").
There is filed following this Part I as part of this
registration statement a Prospectus meeting the requirements of Part I of Form
S-3 which may be used for the offer and sale of (i) shares of common stock
issued under the Plan prior to the effective date hereof that are "restricted
securities", as defined in Rule 144(a)(3) under the Securities Act, whether or
not held by participants who may be deemed to be "affiliates" of the issuer, as
defined in Rule 405 under the Securities Act and (ii) shares of common stock
that may be acquired pursuant to the Plan, by participants who may be deemed to
be "affiliates" of the registrant, as defined in Rule 405 under the Securities
Act.
I-1
<PAGE> 3
PROSPECTUS
CHURCH & DWIGHT CO., INC.
140,000 SHARES OF
COMMON STOCK
($1.00 PAR VALUE)
This Prospectus relates to 140,000 shares of the Common Stock,
$1.00 par value ("Common Stock"), of Church & Dwight Co., Inc. (the "Company")
which have been or may be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Plan"). The Common Stock may be offered from time to time
for the account of certain persons (collectively, the "Selling Stockholders")
identified in this Prospectus or any supplement hereto under the caption
"Selling Stockholders". The Company will receive no proceeds from this
offering.
Under the Company's Restated Certificate of Incorporation, as
amended, a holder of Common Stock is entitled to four votes for each share of
Common Stock held of record by such holder on the record date for a meeting of
stockholders, provided such share has had the same beneficial owner or owners
for a period of at least forty-eight consecutive calendar months preceding such
record date. Holders of shares which have not been so held on such record date
generally will be entitled to one vote for each such share. In addition, the
original beneficial owners of newly issued shares of Common Stock or shares
transferred from the Company's treasury, if issued pursuant to a public offering
of Common Stock, or upon conversion into Common Stock of publicly offered
convertible securities, or as part of the consideration paid by the Company for
its acquisition of any stock or assets of any other entity, are entitled to four
votes per share, unless, in each such case, the Company's Board of Directors
otherwise determines at the time of issuance or transfer of such shares, in
which case each such share will be entitled to one vote. Reference is made to
the description of Common Stock contained in Item 1 of the Company's
Registration Statement on Form 8-A dated August 10, 1990, which Item is
incorporated herein by reference.
The Selling Stockholders and brokers executing sell orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Act"), in which
event commissions received by such brokers may be deemed to be underwriting
commissions under the Act.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR NOR HAS THE
COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE> 4
_________________
This Prospectus does not constitute an offer to sell
securities in any State to any person to whom it is unlawful to make such an
offer in such State.
Neither the delivery of this Prospectus, nor any sale made
hereunder, shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof. No person
is authorized to give any information or to make any representations other than
those contained in this Prospectus, and any information, data or
representations other than those contained in this Prospectus, and any
information, data or representations not contained herein must not be relied
upon as having been authorized by the Company.
_________________
THE DATE OF THIS PROSPECTUS IS JUNE 12, 1995.
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AVAILABLE INFORMATION
Church & Dwight Co., Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information filed
by the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661, and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's Common Stock is listed on the New
York Stock Exchange, and reports, proxy statements and other information
concerning the Company also may be inspected at the offices of such Exchange.
The Company has filed a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement. For further information, reference is made to the
Registration Statement and the exhibits incorporated therein by reference or
filed as a part thereof. Statements contained herein concerning any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement. Each
such statement is qualified in its entirety by such reference. Copies of the
Registration Statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the public reference
facilities of the Commission described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference herein (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
filed pursuant to the Exchange Act. There are also incorporated by reference
herein (i) the description of the Company's Rights to Purchase Junior
Participating Cumulative Preferred Stock contained in Item 1 of its
Registration Statement on Form 8-A dated April 27, 1989 and (ii) the
description of Common Stock contained in Item 1 of its Registration Statement
on Form 8-A dated August 10, 1990, filed
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<PAGE> 6
pursuant to the Exchange Act, and any amendment or report filed for the purpose
of updating those descriptions. All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering made hereby shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge, upon written or oral
request, to each person to whom a copy of this Prospectus is delivered, a copy
of any of the documents incorporated by reference herein (not including the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to Mark A.
Bilawsky, Esq., Vice President, General Counsel and Secretary, Church & Dwight
Co., Inc., 469 North Harrison Street, Princeton, New Jersey 08543-5297,
telephone (609) 683-5900.
THE COMPANY
The Company was incorporated in Delaware in 1925 as the
successor to a business founded in 1846. The Company is the world's leading
producer of sodium bicarbonate, popularly known as baking soda, a versatile
chemical which performs a broad range of functions such as cleaning,
deodorizing, leavening and buffering. The Company specializes in sodium
bicarbonate and sodium bicarbonate-based products, along with other products
which use the same raw materials or technology or are sold into the same
markets.
The Company sells its products, primarily under the ARM &
HAMMER registered trademark, to consumers through supermarkets, drug stores and
mass merchandisers, and to industrial customers and distributors. ARM & HAMMER
is the registered trademark for a line of consumer products which includes ARM
& HAMMER(R) Baking Soda, ARM & HAMMER DENTAL CARE(R), ARM & HAMMER(R) Carpet
and Room Deodorizer, ARM & HAMMER(R) Deodorizer Spray and ARM & HAMMER(R)
Laundry Detergent. The ARM & HAMMER trademark is also used for a line of
specialty products produced for use in industrial markets and animal feed, the
most important of which are sodium bicarbonate and ammonium bicarbonate.
The Company's principal executive offices are located at 469
North Harrison Street, Princeton, New Jersey 08543- 5297, telephone (609)
683-5900.
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SELLING STOCKHOLDERS
Shares of Common Stock offered by the Selling Stockholders
pursuant hereto have been acquired from the Company pursuant to the Company's
Executive Stock Purchase Plan (the "Plan").
The table set forth below shows (i) the names of each of the
Selling Stockholders, (ii) the number of shares of Common Stock beneficially
owned by the Selling Stockholders as of April 30, 1995, (iii) the number of
shares of Common Stock which have been acquired by the Selling Stockholders
pursuant to the Plan and are offered hereby (the "Shares"), and (iv) the number
of shares of Common Stock to be beneficially owned by the Selling Stockholders
after completion of this offering (assuming all Shares offered hereby are sold
in accordance herewith). Information as to security holdings by the Selling
Stockholders is based on information provided by the Selling Stockholders.
<TABLE>
<CAPTION>
Common Stock Common Stock
Beneficially Shares Beneficially
Owned Prior Offered Owned After
Name to Offering Hereby Offering
- ---- ------------ ------- ------------
<S> <C> <C> <C>
Dwight C. Minton 770,809 (1) 20,000 750,809 (1)
Mark A. Bilawsky 71,312 (2) 20,000 51,312 (2)
Anthony P. Deasey 80,757 (3) 20,000 60,757 (3)
Kenneth J. Giacin 23,856 (4) 10,000 13,856 (4)
Michael J. Kenny 53,922 (5) 20,000 33,922 (5)
Dennis M. Moore 65,451 (6) 20,000 45,451 (6)
</TABLE>
_________
(1) Includes 62,070 shares owned by Mr. Minton as trustee or custodian.
Includes 82,348 shares owned by his wife and 81,140 shares owned by his
daughters, as to which shares he disclaims any beneficial interest. Includes
Mr. Minton's interest in 9,731 shares under the Company's Employee Stock
Purchase Plan and 207,032 shares which Mr. Minton has rights to purchase under
the 1983 Stock Option Plan (the "1983 Option Plan"). Includes Mr. Minton's
interest in 62,627 shares under the Company's Investment Savings and Profit
Sharing Plans (the "Investment Plans") (which shares may be voted by
participants). Mr. Minton presently owns approximately 3.90% of outstanding
Common Stock. After giving effect to this offering, and assuming all shares
offered hereby by Mr. Minton are sold, Mr. Minton will own approximately 3.80%
of outstanding Common Stock.
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<PAGE> 8
(2) Includes Mr. Bilawsky's interest in 2,585 shares under the Investment
Plans (which shares may be voted by participants) and 24,300 shares which he
has the right to purchase under the 1983 Option Plan.
(3) Includes 20,828 shares owned by Mr. Deasey's wife, as to which shares Mr.
Deasey disclaims any beneficial interest. Includes Mr. Deasey's interest in
1,629 shares under the Investment Plans (which shares may be voted by
participants) and 36,300 shares which he has the right to purchase under the
1983 Option Plan.
(4) Includes Mr. Giacin's interest in 1,576 shares under the Investment Plans
(which shares may be voted by participants) and 8,000 shares which he has
the right to purchase under the 1983 Option Plan.
(5) Includes Mr. Kenny's interest in 1,671 shares under the Investment Plans
(which shares may be voted by participants) and 30,300 shares which he has the
right to purchase under the 1983 Option Plan.
(6) Includes Mr. Moore's interest in 6,260 shares under the Investment Plans
(which shares may be voted by participants) and 26,181 shares which he has the
right to purchase under the 1983 Option Plan.
With the exception of Mr. Giacin, each of the Selling
Stockholders is an officer of the Company. Mr. Minton has been a director and
officer of the Company for more than five years. Messrs. Bilawsky, Deasey and
Moore have been officers of the Company for more than five years and Mr. Kenny
has been an officer of the Company since February 1991. Mr. Giacin was an
officer of the Company from October 28, 1991 until March 31, 1995.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The
Company has been advised by the Selling Stockholders that they may sell all or
a portion of the shares offered hereby from time to time in the open market and
that sales will be made at prices prevailing at the time of such sales. The
Selling Stockholders also may make private sales directly. Selling
Stockholders and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act. The exact terms of such
distribution including the name of the Selling Stockholder and the number of
shares being sold will be included in supplements to this Prospectus.
The Company has informed the Selling Stockholders that Rules
10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to their
sales in the market, has furnished each Selling Stockholder with a copy of such
rules and has informed them of the
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<PAGE> 9
possible need for delivery of copies of this Prospectus together with any
supplement(s) hereto.
There is no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.
The Company will pay all expenses incident to the offer and
sale of the Common Stock to the public other than commissions and discounts of
underwriters, dealers or agents.
EXPERTS
The consolidated financial statements and the related
financial statement schedules of the Company included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and incorporated by
reference in this Prospectus and elsewhere in the Registration Statement of
which this Prospectus is a part, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports with respect thereto, and have
been so incorporated in reliance upon such reports and upon the authority of
said firm as experts in accounting and auditing.
LEGAL MATTERS
Certain matters with respect to legality of the shares of
Common Stock offered hereby have been passed upon for the Company by Shanley &
Fisher, P.C., Morristown, New Jersey.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company indemnifies officers and directors in connection
with actions, suits or proceedings brought against them by a third party or in
the right of the Company, by reason of the fact that they were or are such
directors or officers, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in any such action, suit or
proceeding.
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, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Securities Act
and is, therefore, unenforceable.
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<PAGE> 10
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are incorporated by reference herein (i) the
registrant's Annual Report on Form 10-K for the year ended December 31, 1994
and (ii) the registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"). There are also incorporated by reference herein (i) Item 1 of
the registrant's Registration Statement on Form 8-A dated April 27, 1989 and
(ii) Item 1 of the registrant's Registration Statement on Form 8-A dated August
10, 1990, filed pursuant to the Exchange Act, and any amendment or report filed
for the purpose of updating those descriptions. All documents filed by the
registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the filing of a post-effective
amendment 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 herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document which is also incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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<PAGE> 11
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is organized under the laws of the State of
Delaware. The Delaware General Corporation Law, as amended (the "GCL"),
provides that a Delaware corporation has the power generally to indemnify any
of its directors, officers, employees and other agents against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any action, suit or proceeding in
which such person was or is a party or is threatened to be made a party by
reason of his being a director, officer, employee or agent of the corporation,
other than a proceeding by or in the right of the corporation, if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In the case of an action or suit brought by or in the right of
the corporation, indemnification of any director, officer, employee and other
agent against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit is permitted
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation; however, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery, or the court
in which such action or suit was brought, shall determine upon application that
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to such
indemnification. Expenses incurred by an officer or director in defending any
action, suit or proceeding may be, under certain circumstances, paid by the
corporation in advance of the final disposition of the action, suit or
proceeding as authorized by the board of directors. The power to indemnify and
advance expenses under the GCL does not exclude other rights to which a
director, officer, employee or other agent of the corporation may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors,
or otherwise.
Under the GCL, a Delaware corporation has the power to
purchase and maintain insurance on behalf of any director, officer, employee or
other agent against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation has the power to indemnify him against such liability under the
GCL. A Delaware corporation also may, with certain limitations, set forth in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of a fiduciary duty as a director.
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<PAGE> 12
Reference is made to Sections 145 and 102(a)(7) of the GCL in
connection with the above summary of indemnification and insurance.
Article SEVENTH of the registrant's Restated Certificate of
Incorporation, as amended, and Article IX of the registrant's By-Laws, as
amended, provide generally for indemnification of the officers and directors of
the registrant to the fullest extent permitted by the GCL.
The directors and officers of the registrant are insured by
policies purchased by the registrant against liability and expenses incurred in
their capacity as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares of Common Stock which have been acquired by the
Selling Stockholders pursuant to the registrant's Executive Stock Purchase Plan
were issued in reliance upon the exemption from the registration requirements
of the Securities Act of 1933 afforded by Section 4(2) of such Act. Such
shares were offered to and acquired by a limited number of offerees, all of
whom were executive officers of the registrant at the time of such
acquisitions.
ITEM 8. EXHIBITS.
4.1 Church & Dwight Co., Inc. Executive Stock Purchase
Plan, as amended.
4.2 Form of Church & Dwight Co., Inc. Executive Stock
Purchase Plan Subscription Agreement.
5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C. (included in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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<PAGE> 13
(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 of 1933;
(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;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised
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<PAGE> 14
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant 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 of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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<PAGE> 15
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 of 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 Township of Princeton, State of New Jersey on the 9th
day of June, 1995.
CHURCH & DWIGHT CO., INC.
By:/s/ Dwight C. Minton
---------------------------
Dwight C. Minton
Chairman of the Board,
Chief Executive Officer and
President and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH DATE
SIGNED
<S> <C> <C>
/s/Dwight C. Minton Chairman of the Board, June 9, 1995
- -------------------- Chief Executive
Dwight C. Minton Officer and President
and Director
/s/Anthony P. Deasey Vice President Finance June 9, 1995
- -------------------- and Chief Financial
Anthony P. Deasey Officer
/s/Mark L. Stolp Controller June 9, 1995
- --------------------
Mark L. Stolp
* Director June 9, 1995
- --------------------
Cyril C. Baldwin, Jr.
* Director June 9, 1995
- --------------------
William R. Becklean
</TABLE>
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<TABLE>
<S> <C>
* Director June 9, 1995
- --------------------
Robert H. Beeby
* Director June 9, 1995
- --------------------
Rosina B. Dixon, M.D.
* Director June 9, 1995
- --------------------
J. Richard Leaman, Jr.
* Director June 9, 1995
- --------------------
John D. Leggett III
* Director June 9, 1995
- --------------------
Robert A. McCabe
* Director June 9, 1995
- --------------------
Dean P. Phypers
* Director June 9, 1995
- --------------------
Jarvis J. Slade
* Director June 9, 1995
- --------------------
John O. Whitney
</TABLE>
Dwight C. Minton hereby signs this Registration Statement on Form S-8 on behalf
of each of the indicated persons for whom he is attorney-in-fact on June 9,
1995 pursuant to a power or attorney filed herewith.
*By:/s/Dwight C. Minton
-------------------
Dwight C. Minton
Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
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4.1 Church & Dwight Co., Inc.
Executive Stock Purchase Plan, as amended
4.2 Form of Church & Dwight Co., Inc.
Executive Stock Purchase Plan Subscription
Agreement
5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C.
(included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney
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EXHIBIT 4.1
CHURCH & DWIGHT CO., INC.
EXECUTIVE STOCK PURCHASE PLAN
1. PURPOSE: The purpose of the Church & Dwight Co., Inc. Executive
Stock Purchase Plan (the "Plan") is to promote ownership of the Common Stock of
Church & Dwight Co., Inc. (the "Company"), par value $1.00 per share ("Common
Stock"), among the participants. An aggregate of 140,000 shares of Common
Stock are reserved for issuance under the Plan. Such shares may be authorized
and unissued shares or treasury shares.
2. EFFECTIVE DATE: The Plan was adopted by the Board of Directors of
the Company (the "Board") on April 28, 1993, and shall be effective as of May
26, 1993 (the "Effective Date"). The Plan was amended by the Board effective
May 25, 1994.
3. ELIGIBILITY: The Chairman of the Board, Chief Executive Officer,
Division Presidents, Vice President Finance, Vice President Administration,
General Counsel and Vice President Research and Development holding such
positions on the Effective Date shall be eligible to participate in the Plan as
of the Effective Date. After the Effective Date an employee holding such
position shall become eligible to participate in the Plan effective on the date
of such employee's commencement of the eligible position.
4. OFFERINGS: The Compensation Committee ("Committee") of the Board
shall make one or more offerings to participants to purchase Common Stock under
the Plan. Each offering shall be in blocks of 10,000 shares of Common Stock.
The participant must accept such offer to purchase Company Common Stock within
10 days immediately following the date of the offer by the Committee.
5. PURCHASE OF COMMON STOCK: Each participant may purchase 10,000
shares of Common Stock from the Company's authorized and unissued or treasury
stock accounts. The purchase price (the "Purchase Price") of such shares will
be the fair market value of the Common Stock on the date of purchase (the
"Purchase Date"). Fair market value shall be the average of the highest and
lowest quoted selling prices for a share of Common Stock on the Purchase Date,
or if the Purchase Date is not a business day, on the next succeeding business
day, as reported on the New York Stock Exchange. If there is no sale of Common
Stock reported on such date, fair market value shall be the average of the
highest asked and lowest bid prices for a share of Common Stock on such date as
reported on the New York Stock Exchange.
6. FINANCING OF THE PURCHASE PRICE: Each participant may borrow up to
100% of the Purchase Price from a financial institution selected by the Company
(the "Loan"). The terms and conditions of the Loan shall be negotiated by the
Company and agreed to by the participant. The Company will guarantee or
otherwise provide security for the Loan. The Company will pay an amount to
each participant on an annual basis, to reimburse each participant for the
interest paid by such participant on the Loan.
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<PAGE> 2
7. RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF EMPLOYMENT: In the
event of a participant's separation of service from the Company as a result of
Participant's retirement, death or termination of employment for any reason,
the Company shall have the right to purchase the Common Stock held by such
participant, at the fair market value of such Common Stock. Fair market value
shall be determined using the procedure described in paragraph 4 herein. The
Company must exercise such right to purchase the Common Stock within 10 days
immediately following the date of the participant's separation of service from
the Company. The Company reserves the right to pay the proceeds of such sale
directly to the financial institution to satisfy, or partially satisfy as the
case may be, the obligation of the participant.
8. RESTRICTIONS ON SALE OF COMMON STOCK: To encourage long-term
ownership in the Company, any Common Stock acquired under the Plan will be
restricted, so that the Common Stock may not be sold, transferred or otherwise
disposed of by a participant while the participant remains an employee of the
Company without the prior written consent of the Chairman of the Board, except
pursuant to the laws of descent and distribution. A participant shall have the
right to vote and receive dividends on and other distributions with respect to
the shares of Common Stock acquired.
9. RIGHTS NOT TRANSFERABLE: The rights of a participant under the Plan
are not transferable by a participant other than pursuant to the laws of
descent and distribution as provided herein.
10. ADMINISTRATION: The Plan shall be administered by the Committee.
11. AMENDMENT OF THE PLAN: The Board may, at any time, or from time to
time, amend this Plan in any respect.
12. TERMINATION OF THE PLAN: This Plan may be terminated at any time, at
the discretion of the Board.
13. GOVERNING LAW: This Plan and all determinations made and actions
taken pursuant thereto shall be governed by the law of Delaware.
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EXHIBIT 4.2
SUBSCRIPTION AGREEMENT
Effective this ____________ day of May, 1994, the UNDERSIGNED
hereby subscribes for and agrees to purchase 10,000 shares of the common stock
of Church & Dwight Co., Inc., par value $1.00 per share, pursuant to the Church
& Dwight Co., Inc. Executive Stock Purchase Plan (the "Plan") and further
agrees to be bound by the terms and conditions of the Plan, attached hereto and
made a part hereof.
__________________________________
<PAGE> 1
EXHIBIT 5
[Letterhead of Shanley & Fisher, P.C.]
June 9, 1995
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, New Jersey 08543-5297
Re: Church & Dwight Co., Inc.
Executive Stock Purchase Plan
Gentlemen:
We have acted as special counsel for Church & Dwight Co., Inc. (the
"Company") in connection with the Registration Statement on Form S-8 to be
filed by the Company with the Securities and Exchange Commission (such
registration statement being hereinafter referred to as the "Registration
Statement"). The Registration Statement covers the issuance and sale of up to
an additional 70,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of the Company pursuant to the Company's Executive Stock
Purchase Plan.
We advise you that in our opinion:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware; and
2. The shares of Common Stock which have been registered, when
sold in the manner and for the consideration contemplated by the Registration
Statement, will be legally issued, fully paid and non-assessable.
<PAGE> 2
Church & Dwight Co., Inc.
June 9, 1995
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the Prospectus,
which is made a part of the Registration Statement.
Very truly yours,
Shanley & Fisher, P.C.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of Church & Dwight Co., Inc.:
We consent to the incorporation by reference in this Registration Statement of
Church & Dwight Co., Inc. Executive Stock Purchase Plan on Form S-8 of our
reports dated January 25, 1995, appearing in and incorporated by reference in
the Annual Report on Form 10-K of Church & Dwight Co., Inc. for the year ended
December 31, 1994 (such report appearing in the Annual Report on Form 10-K
expresses an unqualified opinion and includes an explanatory paragraph relating
to changes in methods of accounting for postretirement benefits, postemployment
benefits and income taxes effective January 1, 1993) and to the reference to us
under the heading Experts in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche
Parsippany, New Jersey
June 9, 1995
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
1994 EXECUTIVE STOCK PURCHASE PLAN
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ CYRIL C. BALDWIN, JR.
____________________________________
CYRIL C. BALDWIN, JR.
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ WILLIAM R. BECKLEAN
____________________________________
WILLIAM R. BECKLEAN
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ ROBERT H. BEEBY
____________________________________
ROBERT H. BEEBY
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in her capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ ROSINA B. DIXON
____________________________________
ROSINA B. DIXON
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ J. RICHARD LEAMAN, JR.
____________________________________
J. RICHARD LEAMAN, JR.
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ JOHN D. LEGGETT III
____________________________________
JOHN D. LEGGETT III
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ ROBERT A. MCCABE
____________________________________
ROBERT A. MCCABE
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ DEAN P. PHYPERS
____________________________________
DEAN P. PHYPERS
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ JARVIS J. SLADE
____________________________________
JARVIS J. SLADE
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a member of the
Board of Directors of Church & Dwight Co., Inc., hereby constitutes and
appoints Dwight C. Minton his true and lawful attorney and agent to do any and
all acts and things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under the Act of the common stock of the
Company issued or to be issued pursuant to the Company's Executive Stock
Purchase Plan (the "Shares"), including specifically, but not limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned in his capacity as a member of the Board of Directors of the
Company to the Registration Statement on Form S-8 covering the Shares, and any
amendments thereto, to be filed with the Securities and Exchange Commission,
and to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1995.
/s/ JOHN O. WHITNEY
____________________________________
JOHN O. WHITNEY
