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): August
21, 2006
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)
|
(I.R.S.
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 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
As
of
August 21, 2006, Prestige Brands Holdings, Inc., a Delaware corporation
(“Prestige Brands Holdings”) and Prestige Brands, Inc., a Delaware corporation
and wholly-owned subsidiary of Prestige Brands Holdings (“Prestige Brands,”
together with Prestige Brands Holdings, the “Company”) entered into an Executive
Employment Agreement with Jean A. Boyko, Ph.D. (the “Boyko Employment
Agreement”) pursuant to which Ms. Boyko shall serve as the Company’s Senior Vice
President, Quality Assurance and Regulatory Affairs. During the term of Ms.
Boyko’s employment, the Company will pay to her a base salary of $225,000 per
annum. In addition, Ms. Boyko shall be eligible for and participate in the
Company’s Annual Incentive Compensation Plan under which she shall be eligible
for an annual target bonus payment of 45% of annual base salary. During the
term
of Ms. Boyko’s employment with the Company, she will be entitled to such other
benefits approved by the Board of Directors and made available to the senior
management of the Company, which shall include vacation time and medical,
dental, life and disability insurance. The Board of Directors, on a basis
consistent with past practice, shall review the annual base salary of Ms. Boyko
and may increase the annual base salary by such amount as the Board of
Directors, in its sole discretion, shall deem appropriate.
Pursuant
to the terms of the Boyko Employment Agreement, Ms. Boyko’s employment will
continue until (i) her death, disability or resignation from employment with
the
Company; or (ii) the Company decides to terminate Ms. Boyko’s employment with or
without cause. If (A) Ms. Boyko’s employment is terminated without cause; or (B)
Ms. Boyko resigns from employment with the Company for good reason, then during
the period commencing on the date of termination of employment and ending on
the
first anniversary date thereof, the Company shall pay to Ms. Boyko, in equal
installments in accordance with the Company’s regular payroll, an aggregate
amount equal to (I) Ms. Boyko’s annual base salary, plus (II) an amount equal to
the annual bonus, if any, paid or payable to Ms. Boyko by the Company for the
last fiscal year ended prior to the date of termination. In addition, if Ms.
Boyko is entitled on the date of termination to coverage under the medical
and
prescription portions of the welfare plans, such coverage shall continue for
Ms.
Boyko and her covered dependents for a period ending on the first anniversary
of
the date of termination at the active employee cost payable by Ms. Boyko with
respect to those costs paid by Ms. Boyko prior to the date of termination.
Upon
execution of the Boyko Employment Agreement, Prestige Brands Holdings granted
an
award of 4,772 shares of restricted common stock to Ms. Boyko that may vest
on a
sliding-scale upon completion of the fiscal year ending March 31, 2009 if
certain revenue and earnings per share targets are achieved by the
Company.
The
Boyko
Employment Agreement also contains certain confidentiality, non-competition
and
non-solicitation provisions as well as other provisions that are customary
for
an executive employment agreement.
Item
7.01. Regulation FD Disclosure.
A
copy of
the press release issued by the Company on August 24, 2006 announcing the
appointment of Dr. Boyko as Senior Vice President, Quality Assurance and
Regulatory Affairs, 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.
|
99.1
|
Press
Release issued by Prestige Brands Holdings, Inc. dated August 24,
2006
(furnished only)
|
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: August 25, 2006 | PRESTIGE BRANDS HOLDINGS, INC. | |
| By: /s/ Charles N. Jolly | ||
| Name: Charles N. Jolly | ||
| Title: Secretary and General Counsel |
EXHIBIT
INDEX
| Exhibit | Description | |
| 99.1 | Press Release issued by Prestige Brands Holdings, Inc. | |
| dated August 24, 2006 (furnished only) | ||
Exhibit
99.1
Jean
Boyko, Ph.D., Named Sr. Vice President Quality & Regulatory Affairs for
Prestige Brands Holdings, Inc.
Irvington,
NY, August 24, 2006—Jean A. Boyko, Ph.D., has been appointed to the newly
created position of Senior Vice President, Quality & Regulatory Affairs for
Prestige Brands Holdings, Inc., a marketer and distributor of over-the-counter
drug, household cleaning and personal care products.
Dr.
Boyko
will be responsible for managing the Company’s Quality Control, Quality
Assurance and Regulatory functions. In making the announcement, Peter C. Mann,
Chairman and CEO commented, “I am pleased the Board of Directors authorized the
creation of this new position, which will directly oversee all Quality aspects
of our relationships with our third-party manufacturers, maintain internal
quality records, and manage the Company’s regulatory affairs. I am especially
pleased to have someone with Jean’s experience on board to fill this key
position which continues to grow in importance as the Company
grows.”
Most
recently, Dr. Boyko was Executive Director, Manufacturing Quality at Purdue
Pharma. Prior to joining Purdue, she was Vice President, Quality Services at
Block Drug Company. She and her family reside in Nutley, NJ.
The
Company’s key brands include Chloraseptic® sore throat treatment, Compound W®
wart remover, New Skin® liquid bandage, Clear eyes® and Murine® eye care
products, Little Remedies® pediatric over-the-counter products, Cutex® nail
polish remover, Comet® and Spic and Span® household cleaners, and other
well-known brands.
Contact:
Prestige
Brands Holdings, Inc.
Dean
Siegal, 914-524-6819
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