SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 26, 1999
Church & Dwight Co., Inc.
(Exact name of registrant as specified in its charter)
Delaware 134996950
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
469 North Harrison Street
Princeton, New Jersey 08543
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 683-5900
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Item 5. Other Events
On August 20, 1999, the Board of Directors of Church & Dwight
Co., Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, par value $1.00 per share (the "Common
Stock"), of the Company. The distribution is payable on September 13, 1999, to
the stockholders of record on September 13, 1999. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Junior Participating Cumulative Preferred Stock, par value $1.00 per share
("Preferred Stock") at a price of $200.00 per one one-hundredth of a share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agent").
Until the earliest to occur of ten business days following (i)
a public announcement or notice to the Company that a person or group of
affiliated or associated persons (an "Acquiring Person") acquired, or obtained
the right to acquire, beneficial ownership of 20% or more of the outstanding
shares of Common Stock of the Company (the "Stock Acquisition Time"), (ii) the
commencement or announcement of an intention to make a tender offer or exchange
offer for 20% or more of the outstanding shares of such Common Stock, or (iii)
the determination by the Board of Directors that a person is an Adverse Person
(as defined in the Rights Agreement) (the earliest of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Company's Common Stock certificates outstanding as of September 13, 1999, by
such Common Stock certificate with a copy of this Summary of Rights attached
thereto. The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Company's Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after September 13, 1999, upon transfer or new
issuance of the Company's Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any of
the Company's Common Stock certificates outstanding as of September 13, 1999,
even without a copy of this Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on September 13, 2009, unless earlier redeemed by the
Company as described below.
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The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, (ii) upon the grant to holders of
Preferred Stock of certain rights or warrants to subscribe for shares of
Preferred Stock, or (iii) upon the distribution to holders of shares of
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in shares of Preferred Stock) or of
subscription rights or warrants (other than those referred to above). The number
of Rights and the number of shares of Preferred Stock issuable upon the exercise
of each Right are also subject to adjustment in the event of a stock split,
combination or stock dividend on the Common Stock.
In the event that after the Stock Acquisition Time the Company
is acquired in a merger or other business combination transaction or 50% or more
of its assets or earning power or assets representing 50% or more of the
Company's cash flow are sold, proper provision shall be made so that each holder
of a Right shall thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction would have
a market value (as defined in the Rights Agreement) of two times the exercise
price of the Right. In the event that the Company were the surviving corporation
of a merger and its Common Stock were changed or exchanged, proper provision
shall be made so that each holder of a Right will thereafter have the right to
receive upon exercise that number of share of common stock of the other party to
the transaction having a market value of two times the exercise price of the
Right.
In the event that either (i) any person or group of affiliates
or associated persons acquires beneficial ownership of 20% or more of the
outstanding shares of Common Stock of the Company (unless such person or group
becomes an Acquiring Person pursuant to a cash tender offer for all outstanding
shares of Common Stock which is determined to be fair and in the best interests
of the Company and its shareholders by a majority of the members of the Board of
Directors of the Company who are no officers of the Company or affiliated or
associated with the Acquiring Person) or (ii) the Board of Directors of the
Company determines that any person who beneficially owns at least 10% of the
outstanding Common Stock of the Company (a) intends to cause the Company to
repurchase his stock, (b) intends to pressure the Company to take action or
enter into a transaction that would be opposed to the long-term interests of the
Company, or (c) causes or is reasonably likely to cause a material adverse
impact on the business or prospects of the Company (any such person an "Adverse
Person"), proper provision shall be made so that each holder of a Right, other
than Rights that were beneficially owned by the Acquiring Person or the Adverse
Person, as the case may be, which will thereafter be void, will thereafter have
the right to receive upon exercise that number of shares of Common Stock having
a market value of two times the exercise price of the Right.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments required an adjustment of at least
1% in such Purchase Price. No fractional shares will be issued and, in lieu
thereof an adjustment in cash will be made based on the market price of shares
of Common Stock on the last trading date prior to the date of exercise.
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At any time prior to the earlier of ten business days after
(i) the public announcement or notice to the Company that person or group of
affiliated or associated persons has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock of the Company or (ii) the time
that the Board of Directors has determined that a person is an Adverse Person,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, the Company shall make
an announcement thereof, and upon such election, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Each share of Preferred Stock purchasable upon exercise of the
Rights will have a minimum preferential dividend of $100.00 per year, but will
be entitled to receive, in the aggregate, a dividend of 100 times the dividend
declared on the shares of Common Stock. In the event of liquidation, the holders
of the shares of Preferred Stock will be entitled to receive a minimum
liquidation payment of $100 per share, but will be entitled to receive an
aggregate liquidation payment equal to 100 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 100 votes, voting together
with the shares of Common Stock. In addition, if dividends on the Preferred
Stock are in arrears for four consecutive quarterly payment periods, the holders
of the Preferred Stock will have the right, voting as a class, to elect two
members of the Board of Directors. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount and type of
consideration received per share of Common Stock. The rights of the shares of
Preferred Stock as to dividends and liquidation, and in the event of mergers and
consolidations, are protected by antidilution provisions.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights and the Right Agreement can be amended in any
respect by the Board of Directors of the Company in any respect whatsoever
(including, without limitation, any extension of the period in which the Rights
may be redeemed) prior to the close of business on the tenth business day
following the Stock Acquisition Time or the determination by the Board of
Directors that a person is an Adverse Person. From and after such a time,
without the approval of the stockholders of the Company or the holders of the
Rights, the Board of Directors may only supplement or amend the Rights Agreement
in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained in the Rights Agreement which may be defective or inconsistent with
any other provision in the Rights Agreement, or (iii) to make any amendments or
supplements which the Company may in the Rights Agreement, or (iii) to make any
amendments or supplements which the Company may deem necessary or desirable
which shall not adversely affect the interests of the holders of the Rights
(other than an Acquiring Person, an Adverse Person or an affiliate or Associate
thereof).
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A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A dated August 26, 1999. A copy of the Rights Agreement is available free
of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.
<PAGE>
Item 7. Exhibits.
4. Rights Agreement, dated as of August 20, 1999, between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent which includes
the Certificate of Designation for the Junior Participating Preferred Stock
as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Shares of Preferred Stock as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed until as
soon as practicable after the earlier of the tenth day after (i) a public
announcement or notice to the Company that a person or group of affiliated
or associated persons acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Common
Stock of the Company, (ii) the commencement or announcement of an intention
to make a tender offer or exchange offer for 20% or more of the outstanding
shares of such Common Stock, or (iii) the determination by the Board of
Directors that a person is an Adverse Person (as defined in the Rights
Agreement). The Rights Agreement has been filed with the Securities and
Exchange Commission on the Company's Form 8-A12B dated August 26, 1999,
which is incorporated herein by reference.
99. Press Release dated August 27, 1999. The Press Release has been filed with
the Securities and Exchange Commission on the Company's Form 8-A12B dated
August 26, 1999, which is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CHURCH & DWIGHT CO., INC.
DATED: August 26, 1999 By: /s/Mark A. Bilawsky
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Name: Mark A. Bilawsky
Title: Vice President, General Counsel
and Secretary
