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): December
22, 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)
|
(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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 22, 2006, Prestige Brands Holdings, Inc. (the “Company”) entered into
an Agreement with Gerard F. Butler (the “Butler Agreement”), the Company’s Chief
Sales Officer, pursuant to which Mr. Butler’s Senior Management Agreement dated
as of January 28, 2005 (the “Butler Senior Management Agreement”) with the
Company was superseded by the terms of the Butler Agreement. Under the terms
of
the Butler Agreement, Mr. Butler has agreed to resign as an officer of the
Company on a date to be selected by the Company, but in any event prior to
January 31, 2007 (the “Resignation Date”). From the Resignation Date to March
31, 2007, Mr. Butler’s primary responsibility to the Company will be
transitioning his position to his replacement. For the period beginning on
the
Resignation Date and ending on March 31, 2007, Mr. Butler will receive his
current salary and benefits. Effective April 1, 2007, Mr. Butler will become
a
“Work At Home” employee of the Company for a period of one year (the “Work At
Home Period”) during which period Mr. Butler will provide advice, information or
guidance to the Company on an as needed basis. Mr. Butler’s employment with the
Company shall terminate on April 1, 2008. During the Work At Home Period, Mr.
Butler’s annual salary shall be $236,000, subject to applicable withholding
taxes, payable in accordance with the Company’s normal payroll practices. For
the fiscal year ending March 31, 2007, Mr. Butler will be eligible for an annual
bonus, as determined by the Compensation Committee and the Board of Directors
of
the Company and also subject to the performance of the Company against the
established bonus objectives. Mr. Butler will not be eligible to receive a
bonus
for the fiscal year ending March 31, 2008; provided, however, on or about May
1,
2008, Mr. Butler will receive a payment equivalent to the greater of (i) the
bonus paid for the fiscal year ending March 31, 2007; or (ii) a target bonus
of
45% of Mr. Butler’s salary paid during the Work At Home Period.
With
regard to Mr. Butler’s Carried Shares (as defined in the Butler Senior
Management Agreement), the provisions contained in the Butler Senior Management
Agreement relating to the Carried Shares are incorporated by reference into
the
Butler Agreement. Pursuant to the terms of the Butler Agreement, Mr. Butler’s
Carried Shares will continue to vest on a straightline pro rata basis through
February 6, 2009. Any Carried Shares that have not vested at the expiration
of
the Work At Home Period will be repurchased by the Company so long as Mr. Butler
has not breached the terms of the Butler Agreement. The sale of any vested
Carried Shares or Co-invest Common Shares (as defined in the Butler Senior
Management Agreement) will be subject to the applicable terms of the Butler
Agreement and the Butler Senior Management Agreement. During the term of the
Butler Agreement, in the event of any change in control of the Company or the
death or disability of Mr. Butler, all of Mr. Butler’s unvested Carried Shares
shall immediately vest.
In
the
Butler Agreement, Mr. Butler agreed to surrender and forfeit the grant of 4,734
shares of restricted stock made as of July 1, 2006. Mr. Butler also acknowledged
and agreed in the Butler Agreement that he will not be eligible to receive
any
future
Long-Term
Incentive Awards in calendar years 2007 and 2008, or at any time subsequent
thereto. Mr. Butler’s award of 1,184 Performance Shares awarded as of July 1,
2006 shall mature pursuant to the terms of the award; provided, that the
valuation of the amount payable, if any, under the award shall be calculated
using the closing stock price of the Company’s common stock on March 31, 2008 so
long as Mr. Butler retires as an employee from the Company on such
date.
The
Butler Agreement contains customary provisions for an executive separation
agreement which include, among other things, a general release of claims against
the Company and confidentiality and non-competition provisions.
Item
7.01 Regulation FD Disclosure.
Effective
on the Resignation Date, the Company shall appoint Mr. David B. Talbert as
Senior Vice President - Sales of the Company.
A
copy of
the Press Release announcing the resignation of Mr. Butler as Chief Sales
Officer and the appointment of Mr. Talbert as Mr. Butler’s replacement is
attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
|
|
| (d) Exhibits. | ||
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Exhibit
|
Description
|
|
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99.1
|
|
Press
Release dated December 22,
2006.
|
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: December 22, 2006 | PRESTIGE BRANDS HOLDINGS, INC. |
|
|
By:
/s/
Charles N. Jolly
|
| Name: Charles N. Jolly | |
| Title: General Counsel and Secretary |
&#
160;
EXHIBIT
INDEX
|
Exhibit
|
|
Description
|
|
99.1
|
|
Press
Release dated December 22, 2006.
|
Prestige
Brands Holdings, Inc. Announces Retirement of Gerard F. Butler,
Chief
Sales Officer
David
B.
Talbert. V.P., Field Sales, Appointed Senior V.P., Sales
Irvington,
NY, December 22, 2006—Gerard F. Butler, Chief Sales Officer of Prestige Brands
Holdings, Inc. will retire from the Company for health reasons, effective before
the end of January, 2007. He will continue to consult with the Company. The
announcement was made today by Peter C. Mann, Chairman and Chief Executive
Officer. Mr. Mann also announced the promotion of David B. Talbert (48),
currently Vice President, Field Sales, to Senior Vice President,
Sales.
“As
a
founder of the Company and one of the leading sales executives in our industry,
Gerry Butler has played a key role in the building of Prestige Brands,” Mr. Mann
said. “He created and built an effective sales organization, instilled a team
spirit, and molded a sales force that will carry the Company forward into the
future. I’ve worked with Gerry for more than thirty years, and he is an
individual of extraordinary talent and character. I am pleased he has agreed
to
continue to consult with the Company, and wish him and his family all the
best.”
“We
are
indeed fortunate to have David Talbert, a seasoned executive with extensive
consumer products sales experience, ready to assume the key role of senior
sales
officer. In his four years with the Company, David has proven himself to be
an
exceptional executive and a strong leader, capable of continuing and expanding
the initiatives begun by Gerry Butler.”
Mr.
Talbert was initially employed by Prestige Brands International, Inc., a
predecessor-in-interest to the Company. Prior to joining Prestige Brands
International, Mr. Talbert held sales positions of increasing responsibility
at
J.B.Williams Company, and prior to that, held positions at Genderm Healthcare,
The Wardley Company and Lederle Laboratories.
About
Prestige Brands
The
Company markets and distributes brand name over-the-counter drug, personal
care
and household products sold throughout the United States and Canada. Key brands
include Compound W® wart treatment, Chloraseptic® sore throat relief products,
New Skin® liquid bandage, Clear eyes® and Murine® eye care products, Little
Remedies® pediatric over-the-counter healthcare products, Cutex® nail polish
remover, Comet® and Spic and Span® household cleaners and other well-recognized
brands.
Contact:
Dean
Siegal
914-524-6819