As filed with the Securities and Exchange Commission on January 4, 2006
No. 333-112547
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-4996950 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 469 North Harrison Street, Princeton, NJ | 08543-5297 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Church & Dwight Co., Inc. Profit Sharing Plan for Salaried Employees
Church & Dwight Co., Inc. Profit Sharing Plan for Hourly Employees
(Full titles of the Plans)
Susan E. Goldy, Esq.
Vice President, General Counsel and Secretary
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, NJ 08543-5297
(609) 683-5900
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
with a copy to:
Andrew Graw, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered (1) | Amount to be registered (2) |
Proposed maximum offering price per share (3) |
Proposed maximum aggregate offering price |
Amount of registration fee (4) | |||||
| Common Stock, par value $1.00 per share (5) |
5,000,000 shares | (6) | $40.69 | $203,450,000 | $25,778 |
| (1) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein, as well as such indefinite additional number of shares as may be issued with respect to the plans as a result of stock dividends and stock splits. |
| (2) | Represents 5,250,000 shares of Common Stock issuable pursuant to the Church & Dwight Co., Inc. Profit Sharing Plan for Salaried Employees and 2,250,000 shares of Common Stock issuable pursuant to the Church & Dwight Co., Inc. Profit Sharing Plan for Hourly Employees. These shares were previously registered as shares of Common Stock issuable pursuant to the Church & Dwight Co., Inc. Profit Sharing Plan pursuant to the Registration Statement on Form S-8 initially filed with the Securities and Exchange Commission on February 6, 2004 (Registration No. 333-112547). |
| (3) | Pursuant to Rule 457, the proposed maximum offering price per share of Common Stock was estimated for the purpose of computing the amount of the registration fee at the time of the initial filing of the Form S-8 and was based upon the average of the high and low sales prices of the Common Stock of the Registrant reported on the New York Stock Exchange on February 3, 2004. |
| (4) | The registration fee of $25,778 was submitted on February 6, 2004 with the initial filing of the Registration Statement on Form S-8 initially filed with the Securities and Exchange Commission on February 6, 2004 (Registration No. 333-112547). |
| (5) | Associated with each share of Common Stock is the right to purchase one one-hundredth of a share of the Registrant’s preferred stock pursuant to a rights agreement. Preferred stock purchase rights do not carry a separate price and no additional filing fee is required. |
| (6) | The total number of shares registered is 7,500,000 shares of Common Stock, 5,000,000 shares of which were registered pursuant to the Church & Dwight Co., Inc. Profit Sharing Plan pursuant to the Registration Statement on Form S-8 initially filed with the Securities and Exchange Commission on February 6, 2004 (Registration No. 333-112547) and 2,500,000 shares of which were issued with respect to such plan as a result of a 3 -for-2 stock split, effective as of September 1, 2004. See Footnote No. 1. |
EXPLANATORY NOTE
On February 6, 2004, Church & Dwight Co., Inc. (the “Registrant”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (File No. 333-112547) (the “Registration Statement”) to register for offer or sale pursuant to the Church & Dwight Co., Inc. Profit Sharing Plan (the “Plan”) an aggregate of 5,000,000 shares of the Registrant’s common stock, par value $1.00 per share (including associated preferred share purchase rights) (the “Common Stock”), and an indeterminate amount of interests to be offered or sold pursuant to the Plan. Effective as of January 1, 2006, the Plan was segregated into two profit sharing plans, one for hourly employees and the other for salaried employees, as discussed below. This Post Effective Amendment No. 1 to the Registration Statement (this “Amendment”) is being filed with the Securities and Exchange Commission by the Registrant for the purpose of reflecting (i) the amendment and restatement of the Plan (discussed below) and (ii) the transfer of 1,500,653.4 shares of Common Stock from the Plan to the Church & Dwight Co., Inc. Profit Sharing Plan for Salaried Employees (the “Salaried Plan”), which plan is effective as of January 1, 2006.
The Plan was amended and restated to, among other things, (i) exclude salaried employees from participation therein; (ii) provide for the transfer of account balances of salaried employees who participated in the Plan prior to January 1, 2006 to the Salaried Plan; and (iii) change the name of the Plan to the “Church & Dwight Co., Inc. Profit Sharing Plan for Hourly Employees” (hereinafter referred to as the “Hourly Plan”). Each of the Salaried Plan and the Hourly Plan are filed herewith as Exhibit 4.3 and Exhibit 4.4, respectively.
As of January 1, 2006, 1,500,653.4 shares of the 5,250,000 shares of Common Stock being transferred to the Salaried Plan, and 656,648.4 shares of the 2,250,000 shares of Common Stock remaining with the Hourly Plan, were offered and sold pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by the Registrant with the Securities and Exchange Commission, are hereby incorporated by reference:
| (a) | Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2004, as amended; |
| (b) | Annual Report on Form 11-K of the Church & Dwight Co., Inc. Profit Sharing Plan for the year ended December 31, 2004; |
| (c) | Definitive Proxy Statement of the Registrant filed on April 6, 2005; |
| (d) | Quarterly Reports on Form 10-Q of the Registrant for the fiscal quarters ended April 1, 2005, July 1, 2005 and September 30, 2005; |
| (e) | Current Reports on Form 8-K of the Registrant, dated February 8, 2005, February 11, 2005, May 4, 2005, May 10, 2005, August 9, 2005, September 14, 2005, October 31, 2005 and November 8, 2005; |
| (f) | The description of the Registrant’s Common Stock set forth in a Current Report on Form 8-K, filed with the SEC on September 19, 2003, including any amendments or reports filed for the purpose of updating this information; and |
| (g) | The description of our Preferred Stock Purchase Rights set forth in the Registrant’s Registration Statement on Form 8-A, filed with the SEC on August 31, 1999, including any amendments or reports filed for the purpose of updating this information. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities then offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that such statement is modified or superseded by a subsequently filed document which also is or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is organized under the laws of the State of Delaware. The General Corporation Law of the State of Delaware, as amended (the “GCL”), provides that a Delaware corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s 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 the person 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 indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Article Seventh of the Registrant’s Restated Certificate of Incorporation provides for the indemnification of directors, officers, employees and agents of the Registrant to the maximum extent permitted by the Delaware General Corporation Law.
Under the GCL, a Delaware corporation has the power to purchase and maintain insurance on behalf of any director, officer, employee or other agent of the Registrant or, if serving in such capacity at the request of the Registrant, of another enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation has the power to indemnify such person against such liability under the GCL. The
Registrant’s Restated Certificate of Incorporation permits it to purchase insurance on behalf of such person 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 Registrant would have the power to indemnify him against such liability under the GCL. Article Seventh of the Registrant’s Restated Certificate of Incorporation authorizes the purchase of such insurance, and the Registrant has purchased directors and officers liability insurance. 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, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (3) under Section 174 of the GCL, or (4) for any transaction from which the director derived an improper personal benefit. Article Seventh of the Registrant’s Restated Certificate of Incorporation includes such a provision.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
| 4.1 | Restated Certificate of Incorporation, as amended, is incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2005. | |
| 4.2 | Registrant’s By-laws are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated September 19, 2003. | |
| 4.3 | Church & Dwight Co., Inc. Profit Sharing Plan for Salaried Employees. | |
| 4.4 | Church & Dwight Co., Inc. Profit Sharing Plan for Hourly Employees. | |
| 5.1 | Opinion of counsel regarding legality of Registrant’s Common Stock is omitted pursuant to Item 8(a) of Form S-8 as no original issuance securities will be issued in connection with the plan to which this Form S-8 relates. The Registrant undertakes that it will submit or has submitted its Profit Sharing Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify such Profit Sharing Plan. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 23.2 | Consent of J.H. Cohn LLP. | |
| 24.1 | Power of Attorney.* | |
| * | Previously filed. |
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; and |
| (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 1(i) and 1(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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 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. |
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 4th day of January, 2006.
| CHURCH & DWIGHT CO., INC. | ||
| By: |
/s/ James R. Craigie | |
| James R. Craigie President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Capacity |
Date | ||
| /s/ James R. Craigie James R. Craigie |
President, Chief Executive Officer and Director (Principal Executive Officer) |
January 4, 2006 | ||
| /s/ Zvi Eiref Zvi Eiref |
Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |
January 4, 2006 | ||
| /s/ Gary P. Halker Gary P. Halker |
Vice President, Finance and Treasurer (Principal Accounting Officer) |
January 4, 2006 | ||
| /s/ T. Rosie Albright T. Rosie Albright |
Director | January 4, 2006 | ||
| * Robert A. Davies, III |
Director | January 4, 2006 | ||
| * Rosina B. Dixon |
Director | January 4, 2006 | ||
| Signature |
Capacity |
Date | ||
| * J. Richard Leaman, Jr. |
Director | January 4, 2006 | ||
| * Robert D. LeBlanc |
Director | January 4, 2006 | ||
| * John D. Leggett, III |
Director | January 4, 2006 | ||
| * John F. Maypole |
Director | January 4, 2006 | ||
| * Robert A. McCabe |
Director | January 4, 2006 | ||
| * Dwight C. Minton |
Director | January 4, 2006 | ||
| * Lionel L. Nowell, III |
Director | January 4, 2006 | ||
| * Burton B. Staniar |
Director | January 4, 2006 | ||
| * John O. Whitney |
Director | January 4, 2006 | ||
| * By: |
/s/ Susan E. Goldy | |
| Susan E. Goldy | ||
| Attorney-in-Fact |
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plans) have duly caused this registration statement to be signed on the plan’s behalf by the undersigned, thereunto duly authorized, in the Township of Princeton, State of New Jersey on the 4th day of January, 2006.
| CHURCH & DWIGHT CO., INC. PROFIT SHARING PLAN | ||
| By: |
/s/ Zvi Eiref | |
| Zvi Eiref, Trustee | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | Restated Certificate of Incorporation, as amended, is incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2005. | |
| 4.2 | Registrant’s By-laws are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated September 19, 2003. | |
| 4.3 | Church & Dwight Co., Inc. Profit Sharing Plan for Salaried Employees | |
| 4.4 | Church & Dwight Co., Inc. Profit Sharing Plan for Hourly Employees | |
| 5.1 | Opinion of counsel regarding legality of Registrant’s Common Stock is omitted pursuant to Item 8(a) of Form S-8 as no original issuance securities will be issued in connection with the plan to which this Form S-8 relates. The Registrant undertakes that it will submit or has submitted its Profit Sharing Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify such Profit Sharing Plan. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 23.2 | Consent of J.H. Cohn LLP. | |
| 24.1 | Power of Attorney* | |
| * | Previously filed. |