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
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (date of earliest event reported): June
23, 2006
PRESTIGE
BRANDS HOLDINGS, INC.
|
Delaware
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001-32433
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20-1297589
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
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Identification
No.)
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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 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
1.01 Entry into a Material Definitive Agreement.
In
connection with the resumption of duties as President and Chief Executive
Officer of Prestige Brands Holdings, Inc. (the “Company”) on an interim basis,
the Company and Peter C. Mann entered into a compensatory arrangement whereby
Mr. Mann will be paid an annualized salary of $442,000, which salary is equal
to
the annual salary Mr. Mann was receiving when he relinquished his position
as
Chief Executive Officer of the Company.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On
June
23, 2006, the Company's Board of Directors determined that Frank Palantoni
would
conclude his duties as the Company's Chief Executive Officer and President
and
as a director of the Company, effective immediately.
(c) On
June
23, 2006, Mr. Mann was appointed as interim President and Chief Executive
Officer. Mr. Mann, age 64, will continue to serve as the Chairman of the Board
of the Company, a position he has held since the Company’s incorporation in June
2004. From June 2004 through August 2005, Mr. Mann was the Chief Executive
Officer and President of the Company. From August 2005 through March 31, 2006,
Mr. Mann served as Chief Executive Officer of the Company. Mr. Mann previously
served as President and Chief Executive Officer of Medtech Holdings, Inc. (the
Company’s predecessor) from June 2001 until June 2004.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Effective
June 23, 2006, the Board amended Article II, Section 4 of the Company’s Amended
and Restated Bylaws (the “Bylaws”) to provide that stockholders be given notice
of meetings not less than 10 nor more than 60 days prior to the meeting. This
section previously provided that stockholders receive notice of meetings not
less than 30 nor more than 60 days prior to the meeting.
Also
effective June 23, 2006, the Board amended Article VII of the Bylaws to provide
that alteration or repeal of the Bylaws by the stockholders requires the
affirmative vote of 66-2/3% of the outstanding shares of the Company. This
article previously required the affirmative vote of a majority of the
outstanding shares of the Company.
The
amendments to the Bylaws are filed as Exhibit 3.1 to this Current Report on
Form
8-K and are incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
A
copy of
the press release issued by the Company on June 26, 2006 is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by
reference
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Description
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3.1
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June
23, 2006 Amendments to the Amended and Restated Bylaws of the
Company
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99.1
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Press
Release issued by Prestige Brands Holdings, Inc. dated June 26,
2006
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SIGNATURE
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.
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Dated:
June 29, 2006 PRESTIGE
BRANDS HOLDINGS, INC.
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By:
/s/ Peter J. Anderson
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Name:
Peter J. Anderson
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0; Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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3.1
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June
23, 2006 Amendments to the Amended and Restated Bylaws of the
Company
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99.1
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Press
Release issued by Prestige Brands Holdings, Inc. dated June 26,
2006
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Exhibit 3.1
Effective
June 23, 2006, the Amended and Restated Bylaws of Prestige Brands Holdings,
Inc.
are amended as follows:
1. Article
II, Section 4 is replaced in its entirety with the following:
SECTION
4. Notice of
Meetings. Whenever stockholders are required or permitted to take action at
a
meeting, written notice of each annual and special meeting of stockholders
stating the date, time and place of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given
to each stockholder of record entitled to vote thereat not less than 10 nor
more
than 60 days before the date of the meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Notice shall be given personally or by mail and, if by mail, shall be sent
in a
postage prepaid envelope, addressed to the stockholder at his, her or its
address as the same appears on the records of the Corporation. Notice by mail
shall be deemed given at the time when the same shall be deposited in the United
States mail, postage prepaid. Notice of any meeting shall not be required to
be
given to any person who attends such meeting, except when such person attends
the meeting in person or by proxy for the express purpose of objecting, at
the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, or who, either before or after the meeting,
shall submit a signed written waiver of notice, in person or by proxy. Neither
the business to be transacted at, nor the purpose of, an annual or special
meeting of stockholders need be specified in any written waiver of
notice.
| 2. |
Article
VII is replaced in its entirety with the
following:
|
Article
VII
AMENDMENTS
In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of the Corporation is expressly authorized to make, alter, amend,
change, add to or repeal these Bylaws by the affirmative vote of a majority
of
the total number of directors then in office. Any alteration or repeal of these
Bylaws by the stockholders of the Corporation shall be done solely in accordance
with the terms of the Corporation’s Certificate of Incorporation.
Exhibit 99.1
[Prestige Brands Logo]
News
Release
Prestige
Brands Holdings, Inc. Announces Resignation of President and CEO; Search to
Begin for Successor
IRVINGTON,
N.Y.--(BUSINESS WIRE)--June 26, 2006--Prestige Brands Holdings, Inc. (NYSE:
PBH), a marketer and distributor of well-recognized, branded consumer products
in the personal care, over-the-counter drug, and household cleaning segments
announced today that Frank P. Palantoni and the Company’s Board of Directors
have mutually agreed that Mr. Palantoni will step down as President, Chief
Executive Officer and a Director of the Company effective
immediately.
To
ensure
clear leadership and continuity during this period of transition, the Board
has
appointed Peter C. Mann, the current Chairman of the Board who served as CEO
until April 1 of this year, as interim President and CEO, while its Nominating
and Corporate Governance Committee conducts a search for a new CEO. The Company
indicated that it expected this process to be concluded over the next six
months.
During
this period, the Board’s Nominating and Corporate Governance Committee, chaired
by Ronald B. Gordon, will work closely with Mr. Mann to ensure that this
transition will not disrupt the Company’s focus on customers, current Company
initiatives and the creation of shareholder value. Mr. Gordon said, “The Board
is confident that our experienced senior executives and Prestige’s outstanding
employees will provide strong and steady leadership during this transition
period.”
“Frank
Palantoni’s contributions to the Company are appreciated. The Board wishes him
well,” Mr. Gordon added.
About
Prestige Brands Holdings, Inc.
Prestige
Brands Holdings, Inc., through its wholly-owned subsidiaries, is a marketer
and
distributor of brand name over-the-counter drug, household cleaning, and
personal care products sold throughout the United States and Canada. Key brands
include Compound W(R) wart treatment, Chloraseptic(R) sore throat treatment,
New-Skin(R) liquid bandage, Clear eyes(R) and Murine(R) eye care products,
Little Remedies(R) pediatric over-the-counter products, Cutex(R) nail polish
remover, Comet (R) and Spic and Span(R) household cleaning products, and other
well-known brands.