Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
| COMMERCE CENTER | |
| BAKER | SUITE 1000 |
| DONELSON | 211 COMMERCE STREET |
| BEARMAN, CALDWELL | NASHVILLE, TENNESSEE 37201 |
| & BERKOWITZ, PC | PHONE: 615-726-5600 |
| FAX: 615-726-0464 | |
| MAILING ADDRESS: | |
| P. O. BOX 190613 | |
| NASHVILLE, TENNESSEE 37219 | |
| www.bakerdonelson.com |
Gary
M. Brown
Direct Dial: (615)
726-5763
Direct Fax: (615)
744-5763
E-Mail Address:
gbrown@bakerdonelson.com
June 16,
2008
VIA EDGAR CORRESPONDENCE
FILING
Mr.
Jeffrey Riedler
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
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Re:
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Prestige
Brands Holdings, Inc.
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Registration
Statement on Form S-3
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File
No. 333-139702
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Dear Mr.
Riedler:
Contemporaneously
with this letter, we are filing Amendment No. 1 to the above-referenced
Registration Statement on Form S-3 (File No. 333-139702), the original
registration statement, as amended by Amendment No. 1, herein referred to
collectively as the “Registration Statement,” of Prestige Brands Holdings, Inc.
(the “Company”), the circumstances surrounding which are detailed
below.
The
Company originally filed the Registration Statement at the request of certain
selling stockholders on December 28, 2006. The Commission Staff
issued the single comment regarding the Registration Statement that is set forth
below for your convenience, in a letter dated January 11, 2007. On
February 13, 2007, we responded to the comment letter from the
Staff. The response also is set forth below for your
convenience.
| Comment: | ||
| Selling Stockholders, page 7. |
| 1. | Please expand the discussion to identify the initial transaction in which the securities were sold as requested |
| by General Instruction II.G of Form S-3. In addition, please confirm supplementally that the securities that are the subject of the registration statement were issued and outstanding prior to the filing of the registration statement. We may have additional comments. |
| Response:
The
Company confirms that all of the securities that are the subject of the
Registration Statement were issued and outstanding prior to the filing of
the Registration Statement. Prior to requesting effectiveness of the
Registration Statement, the Company will amend the Registration Statement
to identify the initial transaction in which the securities were
sold.
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The
selling stockholders for whom the Company has filed the Registration Statement
now have requested that the Company proceed with having the Registration
Statement declared effective. Accordingly, we are filing Amendment
No. 1 to the Registration Statement primarily to update the prospectus with the
most current information. We also have, as we indicated in our
February 13, 2007 response letter that we would, prior to requesting
effectiveness of the Registration Statement, amended the Registration Statement
to identify the initial transaction in which the securities were acquired by the
selling stockholders. That discussion appears on page 5 of
Amendment No. 1 to the Registration Statement under the heading “Selling
Stockholders.”
We are
also filing contemporaneously with this letter as additional correspondence the
Company’s request to accelerate the effectiveness of the Registration Statement
to 5:00 p.m. (Eastern Time) on June 18, 2008 or as soon thereafter as
practicable.
Should
you have any additional requests or questions, please do not hesitate to contact
me at the contact information listed above.
| Very truly yours, | |
| BAKER, DONELSON, BEARMAN, | |
| CALDWELL & BERKOWITZ, PC | |
| /s/Gary M. Brown | |
| Gary M. Brown | |
Enclosure
[Prestige
Letterhead]
June 16,
2008
Securities
and Exchange Commission
100 F.
Street, N.E.
Washington,
D.C. 20549
Attn.: Jeffrey
Riedler
| Re: | Prestige Brands Holdings, Inc. | ||
| Registration Statement on Form S-3 | |||
| File No. 333-139702 |
Ladies
and Gentlemen:
On behalf of the above-referenced
registrant, I hereby request that the Registration Statement on Form S-3 (File
No. 333-139702), as amended, of Prestige Brands Holdings, Inc. (the "Company")
be declared effective by the Commission at 5:00 p.m. (Eastern Time) on June 18,
2008 or as soon thereafter as practicable.
The Company acknowledges
that:
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should
the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the
filing;
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·
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the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
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·
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the
Company may not assert this action as defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the
United States.
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| Very truly yours, | |
| Prestige Brands Holdings, Inc. | |
| /s/ Charles N. Jolly | |
| Charles N. Jolly | |
| General Counsel |