Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 6,
2008
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 001-32433 | 20-1297589 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
90 North Broadway,
Irvington, New York 10533
(Address
of principal executive offices, including Zip Code)
(914)
524-6810
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
7.01. Regulation FD Disclosure.
Reference is made to the Current
Report on Form 8-K (the “Original 8-K”) furnished to the Commission by Prestige
Brands Holdings, Inc. (the ‘‘Company’’) on November 6, 2008 in which the Company
reported that it had announced its financial results for the fiscal quarter and
six month period ended September 30, 2008. Furnished as an
exhibit to the Original 8-K was the Company’s Press Release dated November
6, 2008 (the “Press Release”) announcing those financial
results. Item 2.02 and Item 7.01 of the Original 8-K are
incorporated herein by reference as if fully set forth herein.
In the course of finalizing the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
(the “Second Quarter 10-Q”), which is being filed today (November 10, 2008), the
Company discovered that it had inadvertently included a portion of the cash
flows from a single transaction in cash flow from operating activities rather
than as cash flow used for investing activities. Although this
mis-classification did not ultimately affect the Company’s ending cash at
September 30, 2008, it resulted in operating cash flow and free cash flow each
being understated in the Press Release by approximately $3
million. In addition, net cash used for investing activities was
understated by approximately $3 million.
Net cash provided by operating
activities during the six month period ended September 30, 2008 was $36.7
million rather than $33.6 million as indicated in the Press
Release. Free cash flow during the quarter was $21.3 million rather
than $18.2 million as indicated in the Press Release. Net cash used
for investing activities during the quarter ended September 30, 2008 was
approximately $4 million rather than $1 million as indicated in the Press
Release.
The Second Quarter 10-Q includes the
correct classifications of operating cash flow, free cash flow and cash flow
used for investing activities in the financial statements as well as in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations included in the Second Quarter 10-Q.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| Dated: | November 10, 2008 | PRESTIGE BRANDS HOLDINGS, INC. |
| By: | /s/ Peter J. Anderson |
| Name: | Peter J. Anderson | |
| Title: | Chief Financial Officer |