<PAGE> 1
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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)
1994 INCENTIVE STOCK OPTION 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
--------------------
<TABLE>
<Caption
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
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 1,000,000 $20.75 $20,750,000 $7,155.17
Stock, $1.00 shares
par value
- ---------------------------------------------------------------------------------------------------------
</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.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Documents relating to the Church & Dwight Co., Inc. 1994
Incentive Stock Option Plan (the "Option Plan") and containing the information
specified in Part I of Form S-8 will be sent or given to participants in the
Option 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 shares of common stock that may
be acquired pursuant to the Option Plan by participants in such plan who may be
deemed to be "affiliates" of the registrant, as defined in Rule 405 under the
Securities Act.
<PAGE> 3
PROSPECTUS
CHURCH & DWIGHT CO., INC.
1,000,000 SHARES
COMMON STOCK
($1.00 PAR VALUE)
This Prospectus relates to 1,000,000 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 1994
Incentive Stock Option Plan (the "Option 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 the 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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<PAGE> 5
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 pursuant to the Exchange Act, and any amendment or report filed
for the purpose of updating those descriptions. All documents filed by
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<PAGE> 6
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 or may be acquired from the Company pursuant to the
exercise of stock options granted by the Company under its 1994 Incentive Stock
Option Plan (the "Option 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 may be acquired by the Selling Stockholders
pursuant to options granted and currently outstanding under the Option Plan and
offered hereby (the "Option 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 Option 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>
Option
Shares
Common Stock Which May Common Stock
Beneficially Be Acquired Beneficially
Owned Prior and Offered Owned After
Name to Offering Hereby (1) Offering
- ---- ------------ ----------- ------------
<S> <C> <C> <C>
Dwight C. Minton 770,809(1)(2) 66,300 770,809
</TABLE>
_________________________
(1) Option Shares set forth in the table reflect Option Shares underlying
options granted under the Option Plan which vest and become exercisable
periodically, commencing December 21, 1997, and are not included under the
heading "Common Stock Beneficially Owned Prior to Offering."
(2) 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 Company's 1983 Stock Option Plan. Includes Mr. Minton's interest in 62,627
shares under the Company's Investment Savings and Profit Sharing Plans (which
shares may be voted by participants).
Mr. Minton has been a director and officer of the Company for
more than five years. 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 3.90% of outstanding Common Stock.
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<PAGE> 8
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 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 schedule 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 incorporated herein 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,
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<PAGE> 9
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.
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
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<PAGE> 11
"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.
Reference is made to Sections 145 and 102(a)(7) of the GCL in
connection with the above summary of indemnification and insurance.
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<PAGE> 12
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.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Church & Dwight Co., Inc. 1994 Incentive Stock Option
Plan
4.2 Form of Church & Dwight Co., Inc. 1994 Incentive
Stock Option Plan Stock Option 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:
(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;
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<PAGE> 13
(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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purposes 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 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
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<PAGE> 14
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 SIGNED DATE
<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 Officer
Anthony P. Deasey
/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
* Director June 9, 1995
- ----------------------
Robert H. Beeby
</TABLE>
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<PAGE> 16
<TABLE>
<S> <C>
* 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 of attorney filed herewith.
*By:/s/ Dwight C. Minton
------------------------
Dwight C. Minton
Attorney-in-Fact
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<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
4.1 Church & Dwight Co., Inc.
1994 Incentive Stock Option Plan
4.2 Form of Church & Dwight Co., Inc.
1994 Incentive Stock Option Plan
Stock Option 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
</TABLE>
<PAGE> 1
EXHIBIT 4.1
CHURCH & DWIGHT CO., INC.
1994 INCENTIVE STOCK OPTION PLAN
Adopted by the Board of Directors
December 21, 1994
The 1994 Incentive Stock Option Plan is hereinafter set forth and is
incorporated by reference in the individual Stock Option Agreements.
SECTION I - PLAN PROVISIONS
1.1 PURPOSE: The purpose of the 1994 Incentive Stock Option Plan (the "Plan")
is to provide long-term incentive compensation to Key Management Employees of
Church & Dwight Co.. Inc. (the "Company") whose performance can make a
substantial contribution to the long-term growth and prosperity of the Company.
The Plan is designed to encourage existing Key Management Employees to increase
the long-term value of the Company to its stockholders by affording such
employees opportunities to become stockholders and thereby to share the risks
and rewards which accompany such status.
1.2 ADMINISTRATION: The 1994 Incentive Stock Option Plan Committee of the Board
of Directors (the "Committee") will have exclusive responsibility and authority
to administer and interpret the provisions of this Plan. The Committee shall
record its proceedings under the Plan.
1.3 ELIGIBILITY: All full-time Key Management Employees of the Company and its
Subsidiaries are eligible to receive awards under the Plan.
1.4 AWARDS: Subject to approval of the Board of Directors, from time to time,
the Committee may make awards to such Key Management Employees as it may select
(the "Participants") on whatever terms it deems appropriate in a particular
case and not inconsistent with the Plan. Each award shall consist of a
non-qualifying option (an option other than an option subject to the provisions
of Section 422A of the Internal Revenue Code of 1986, ie. an Incentive Stock
Option), to purchase a stated number of shares of the Company's common stock
(the "Stock"). The Date of Grant shall be the date on which the Committee acts
to make the award or such later date as it specifies when it makes the award.
The Company hereby reserves 1,000,000 total shares of its authorized but
unissued Stock for issuance pursuant to the exercise of all options.
1.5 OPTIONS: (a) Each Option shall have an option price at least equal to the
fair market value of the Stock on the Date of Grant, as determined by the
Committee; shall expire on the tenth anniversary of the Date of Grant; shall be
exercisable by the Participant during his/her lifetime only by him/her; shall
be transferable by the Participant only by will or under the laws of descent
and distribution and shall be exercisable during its term as determined by the
Committee. Each Option shall be evidenced by an option agreement in writing
stating the price, term and method of exercise of the option, the number of
shares of Stock as to which the Option is granted, the disposition of the
Option to the extent unexercised upon the termination of the Participant's
employment by the Company, and such other terms as the Committee may deem
<PAGE> 2
appropriate and not inconsistent with the Plan. Upon the forfeiture of an
Option it may be granted to another Participant.
(b) The Option need not be exercised in sequential order.
SECTION 2 - ADDITIONAL DEFINITIONS
2.1 ACCELERATION DATE: Shall mean the (i) date of death of Participant while in
the employ of the Company; or (ii) day immediately preceding the date of the
closing of any transaction resulting in the acquisition of a controlling
interest in the Company by an Outsider either by purchase of assets of the
Company or by the acquisition of a Controlling Stock Interest or by merger or
consolidation, subject nevertheless to all of the other conditions contained in
Section 3.4 hereof.
2.2 BOARD: shall mean the Board of Directors of Church & Dwight Co., Inc.
2.3 CONTROLLING STOCK INTEREST: shall be ownership of more than 50 percent of
the voting stock of the Company or a corporation which may acquire the assets
of the Company whether by purchase, merger, consolidation or otherwise.
2.4 GROUP LEVEL: shall mean the level, as determined by the Committee and
subject to approval by the Board, at which a Participant contributes to the
overall results of the Company's operations.
2.5 KEY MANAGEMENT EMPLOYEE: shall include all executive officers and senior
managers of the Company and may include such other employees who, in the
opinion of the Committee and subject to approval of the Board, contribute
significantly to the overall operating results of the Company.
2.6 OPTION: shall mean an option to purchase a stated number of shares of the
Stock.
2.7 OUTSIDER: shall be any party not owning or controlling more than 50
percent of the shares of voting stock of the Company on the Date of Grant.
2.8 RETIREMENT: shall be retirement in accordance with the provisions of an
established retirement plan of the Company or retirement as authorized by a
special resolution of the Committee and such retirement shall constitute a
termination of employment for purposes of Section 3.4 hereof.
2.9 SALARY MIDPOINT: shall mean the midpoint of the salary range established by
the Company for a specific job description.
2.10 SUBSIDIARY: shall mean any domestic or foreign corporation, at least 50
percent of the voting power of which is owned directly or indirectly by the
Company.
<PAGE> 3
SECTION 3 - TERMS AND CONDITIONS
The Committee's exclusive power and authority to administer and interpret the
Plan, as provided in Section 1.2 thereof, is a continuing power which is not
exhausted by being once exercised, and the Plan shall be in all respects
subject and subordinate to the Committee's interpretation as to the meaning and
effect of the provisions hereof or of any omissions herein with respect to any
matter.
3.1 NUMBER OF OPTION SHARES GRANTED: The number of shares of the Stock for
which an option is to be granted to each Participant hereunder shall be
determined by use of a formula as follows:
A. Each Participant shall be classified according to a designated
Group Level as determined by the Committee subject to the approval of
the Board.
B. The average Salary Midpoint for all Participants of each Group
Level shall be determined.
C. The average Salary Midpoint shall be multiplied by a multiple
provided for each Group Level which shall be determined annually by
the Committee, and subject to the approval of the Board at its
discretion, to determine the total dollar value of the Stock for which
an Option is to be granted in the Group Level.
D. The total dollar value of the Stock is then divided by the fair
market value of the Stock on the Date of Grant to determine the number
of Option shares for which an Option is to be granted for each
Participant.
3.2 EXERCISE OF OPTION - GENERAL: (a) An Option granted under the Plan may be
exercised by delivery to the Secretary or any Assistant Secretary of the
Company of written notice of election to exercise, signed by the Participant or
by the legal representative or legatee or distributee of a deceased
Participant, specifying the number of shares with respect to which the Option
is being exercised and specifying a date, which shall be a business day not
less than seven (7) nor more than fifteen (15) days after delivery of such
notice to the Company, on which date the Company shall deliver, or cause to be
delivered to the Participant, or to his or her legal representative, legatee or
distributee, a certificate or certificates for the number of shares specified
against receipt of the entire purchase price therefor.
(b) The Participant shall have no rights of a stockholder with respect
to such shares until such shares are issued and delivered as herein provided.
3.3 EXERCISE OF OPTION - VESTING: The right to exercise an Option is limited as
hereinafter provided:
(a) An Option may be exercised as hereinafter provided only to the
extent that it has become vested as provided herein.
<PAGE> 4
(b) Unless as otherwise provided by the Committee, an Option shall vest to
the extent of 100 percent of the shares of Stock covered by the Option on the
third anniversary of the Date of Grant, provided that the Participant shall
have been continuously employed by the Company or a Subsidiary from the Date of
Grant to such anniversary thereof as may be applicable.
(c) Upon the Acceleration Date any Options held by such Participant which
have not yet vested, shall immediately vest as follows:
100% for a Participant who on the Acceleration Date shall have been
continuously employed by the Company or a Subsidiary for the Preceding
five years or more;
80% for a Participant who on the Acceleration Date shall have been
continuously employed by the Company or a Subsidiary for the preceding
four years or more but less than five years;
60% for a Participant who on the Acceleration Date shall have been
continuously employed by the Company or a Subsidiary for the preceding
three years or more but less than four years;
-0- for a Participant who on the Acceleration Date shall have been
employed by the Company or a Subsidiary for less than three years.
3.4 EXERCISE OF OPTION - TIME LIMITS: (a) An Option shall terminate in all
respects on, and no exercise as to any shares covered by an Option shall be
honored on or after the expiration of ten years from the Date of Grant thereof.
(b) An Option may be exercised, to the extent it is vested, at any time.
(c) If an Option is not exercised for all shares of Stock as to which the
Option has vested, it shall be exercised only in blocks of 100 shares or more
except that for the purpose of purchasing all of the shares as to which an
Option has vested at the time of exercise. The Option may be exercised for the
entire balance of shares as to which such Option has then vested. The holder of
more than one vested and outstanding Option may exercise such Options
concurrently for the purpose of obtaining blocks of 100 shares or more.
(d) Unless as otherwise provided by the Committee if a Participant's
employment is terminated for any reason other than the Participant's death, or
retirement with the consent of the Company, any Option held by such
Participant, to the extent that such Option or Options have become vested under
Subsection 3.3(b) or 3.3(c) hereof prior to, or on the date of, such
termination of Participant's employment, shall be exercisable to the extent so
vested within but only within the period of one month next succeeding such
termination of Participant's employment. Any such Option not exercised as
aforesaid shall terminate.
(e) An Option held by a Participant who dies while in the employ of the
Company or a Subsidiary or who retires with consent of the Company shall, to
the extent that such Option or Options have become vested under Subsections
3.3(b) or 3.1(c) hereof prior to or on the date
<PAGE> 5
of such Participant's death or Retirement, be exercisable by his/her legal
representative, legatee or distributee, or by such retired Participant, within
but only within the period of one year next succeeding such Participant's death
or Retirement as aforesaid and then only to the extent of such vesting. Any
such Option not exercised as aforesaid shall terminate.
3.5 EXERCISE OF OPTION - OTHER CONDITIONS: (a) Except as provided above or by
the Committee, no Option may be exercised unless the Participant is in the
employ of the Company or a Subsidiary on the date of delivery to the Company of
the Participant's written notice of election to exercise the Option pursuant to
Subsection 3.2(a) hereof and unless Participant shall have been continuously
employed by the Company or a Subsidiary from the Date of Grant of the Option to
the date of delivery of said written notice. Anything herein to the contrary
notwithstanding, employment shall be deemed to have ceased on the date
specified by the Company whether or not the Participant shall thereafter
receive severance pay or other benefits or render additional services to the
Company, provided nevertheless that for all purposes of the Plan a
Participant's employment by the Company shall be considered as continuing
during the period of any authorized leave of absence unless the authorization
provides otherwise.
(b) The shares to be purchased upon exercise of an Option shall be paid
for in full at the time of such exercise. Proceeds derived from the sale of
Stock pursuant to Options granted under the Plan shall constitute general funds
of the Company.
(c) It is a condition of the grant, acceptance or exercise of an Option
that no claim or cause of action for loss of any benefits under the Plan or any
individual agreement thereunder shall accrue to the Participant by reason of
any termination of employment whether by reason of Retirement or for any other
reason including discharge with or without cause.
(d) Any attempted transfer, assignment, pledge, hypothecation or other
form of change of ownership of an Option otherwise than by will or by the laws
of descent and distribution shall be an invalid transaction. The Company shall
have no obligation to issue shares or to make any payment pursuant to such
invalid transaction, and the Committee may in its discretion terminate the
Option which is the subject of such invalid transaction. Any attempted levy of
attachment or like proceeding on such Option shall be null and void.
3.6 NON-TRANSFERABILITY OF SHARES: The shares purchased upon the exercise of
any Option granted under the Plan shall be acquired only for the purpose of
investment and not for the purpose of, or with a view to, or in connection
with, any public offering of such shares. The Participant shall agree that
he/she will not, within a period of one year after the date on which shares are
issued to him/her upon the exercise of the Option, make any transfer or other
disposition of such shares without the written consent of the Committee. The
provisions of this paragraph shall not prevent (a) the sale or other
disposition of such shares subsequent to the death of such Participant, or (b)
the pledge or hypothecation at any time by such Participant of such shares with
a lending institution upon the terms and conditions at the time in use by such
institution, including but not limited to, terms and conditions permitting such
institution to realize by sale or otherwise, upon such shares held as security
for such pledge or hypothecation. The provisions of this paragraph 3.6 shall
not apply to the transfer of shares subsequent to the Acceleration Date defined
in Section 2.l(ii).
<PAGE> 6
3.7 DILUTION AND OTHER CHANGES: (a) The Committee shall adjust the number of
shares and types of securities subject to Options and the exercise price of the
Options as may be appropriate to prevent the dilution of Participant's rights
or to preserve the Company's position in the event of a reorganization,
recapitalization, stock split, reverse stock split, stock dividend, exchange or
combination of shares, merger, consolidation, rights offering or any change in
capitalization. The determination of the Committee as to any adjustments shall
be binding upon the Participants and their legal representatives.
(b) If at any time prior to the expiration or complete exercise of an
Option, the Company shall be consolidated with, or merged into, any other
corporation, lawful provision shall be made as part of the terms of each such
consolidation or merger, so that there may thereafter be purchased upon the
exercise of such Option, in lieu of each share of Stock remaining under Option,
but at the same option price, the same kind and amount of securities or
property (including in such terms, stock of any class or classes or cash) as
may be issuable, distributable or payable upon such consolidation or merger
with respect to each share of stock (of the class called for by such Option) of
the Company outstanding immediately prior to such consolidation or merger;
provided, however, that the Committee may require that the exercise of the
Option under the provisions of this Subsection 3.7(b) must be made within 120
days after the effective date of the consolidation or merger of the Company and
provided further that the Option may be exercised only to the extent it had
vested before or on such effective date or, if applicable, the Acceleration
Date described in Subsection 3.3(c) above.
<PAGE> 1
EXHIBIT 4.2
CHURCH & DWIGHT CO., INC.
(INCORPORATED IN DELAWARE)
Option No.
OPTION AGREEMENT UNDER
THE 1994 INCENTIVE STOCK OPTION PLAN
Non-Qualifying Option
This Agreement made as of the 21st day of December 1994 ("Date of Grant")
witness that CHURCH & DWIGHT CO., INC. ("Company") hereby grants to
("Participant") the right and option to purchase, as hereinafter provided, all
or any part of ( ) shares of the common
capital "Stock" of the Company at Seventeen and One-Eights Dollars ($17.125)
per share. This option is hereby designated a Non-Qualifying Option as defined
in the Plan document and as such is not subject to the provisions of Section
422A of the Internal Revenue Code of 1986.
This Option is subject to and exercisable by or on behalf of the
Participant only in accordance with the 1994 Incentive Stock Option Plan
("Plan") of the Company, authorized and approved by the Board of Directors on
December 21, 1994.
This Option is not subject to any rule regarding exercise in sequential
order.
The aforesaid Plan is hereby incorporated in and made a part of this
Agreement as if fully set forth herein, and the Participant hereby acknowledges
receipt of a copy of the Plan prior to the execution of this Agreement.
This Agreement executed in two counterparts, with the Plan referenced
above, shall constitute the entire Agreement between the Company and the
Participant. The execution of this Agreement shall be binding upon the Company
and its successors and upon the Participant and his or her legal representative
and shall constitute their acceptance of the provisions contained herein and in
the Plan incorporated by reference herein.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its corporate seal to be affixed hereto by its officers thereunto duly
authorized and the Participant has hereunto set his or her hand and seal as of
the date first hereinabove set forth.
ATTEST CHURCH & DWIGHT CO., INC.
_________________________________ By: __________________________________
Secretary Chairman
ACCEPTED:
_________________________________(L.S)
Participant
<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.
1994 Incentive Stock Option 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
1,000,000 shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of the Company pursuant to the Company's 1994 Incentive Stock Option
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. 1994 Incentive Stock Option 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 LLP
Parsippany, New Jersey
June 9, 1995
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
1994 INCENTIVE STOCK OPTION 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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ WILLIAM R. BECKLEAN
____________________________________
WILLIAM R. BECKLEAN
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ ROBERT H. BEEBY
____________________________________
ROBERT H. BEEBY
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ ROSINA B. DIXON
____________________________________
ROSINA B. DIXON
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ J. RICHARD LEAMAN, JR.
____________________________________
J. RICHARD LEAMAN, JR.
<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 1994 Incentive Stock Option 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 thi
6th day of June, 1995.
/s/ JOHN D. LEGGETT III
____________________________________
JOHN D. LEGGETT III
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ ROBERT A. MCCABE
____________________________________
ROBERT A. MCCABE
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ DEAN P. PHYPERS
____________________________________
DEAN P. PHYPERS
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ JARVIS J. SLADE
____________________________________
JARVIS J. SLADE
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ JOHN O. WHITNEY
____________________________________
JOHN O. WHITNEY
<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 1994 Incentive Stock Option 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
6th day of June, 1995.
/s/ CYRIL C. BALDWIN, JR.
____________________________________
CYRIL C. BALDWIN, JR.
