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 30,
2007
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.
Resignation
of Dr. Eric M. Millar
On
August 30, 2007, Prestige Brands
Holdings, Inc. (the “Company”) entered into an Agreement with Dr. Eric M. Millar
(the “Millar Agreement”), the Company’s Senior Vice President – Operations,
which superseded Dr. Millar’s Amended and Restated Senior Management Agreement
dated as of February 4, 2005 (the “Millar Senior Management Agreement”), filed
as Exhibit 10.29.11 to the Company’s Form S-1/A filed on January 26, 2005 and
incorporated herein by this reference). Under the Millar Agreement,
Dr. Millar will resign as an officer of the Company on a date to be chosen
by
the Company, but in any event prior to September 30, 2007 (the “Resignation
Date”). Until the Resignation Date, Dr. Millar’s primary
responsibility to the Company will be transitioning his position to his
replacement and during such period Dr. Millar will receive his current salary
and benefits. Effective on the Resignation Date, Dr. Millar will
become a “Work At Home” employee of the Company for a period of one year (the
“Work At Home Period”) during which period Dr. Millar will provide advice,
information or guidance to the Company on an as needed basis. During
the Work At Home Period, Dr. Millar will receive a salary at an annual rate
of
$213,000, subject to applicable withholding taxes, payable in accordance with
the Company’s normal payroll practices. Dr. Millar will not be
eligible to receive a bonus for the fiscal year ending March 31, 2008; provided,
however, on or about May 1, 2008, Dr. Millar 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 Dr. Millar’s salary paid during the Work At
Home Period. Dr. Millar also acknowledged and agreed in the Millar
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.
The
Millar 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.
With
regard to Dr. Millar’s Carried
Shares (as defined in the Millar Senior Management Agreement), the provisions
contained in the Millar Senior Management Agreement relating to the Carried
Shares are incorporated by reference into the Millar
Agreement. Pursuant to the terms of the Millar Agreement, Dr.
Millar’s Carried Shares will continue to vest on a straightline pro rata basis
through the expiration of the Work At Home Period. 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 Dr. Millar has not breached the terms
of
the Millar Agreement. The sale of any vested Carried Shares or
Co-invest Common Shares (as defined in the Millar Senior Management Agreement)
will be subject to the applicable terms of the Millar Agreement and the Millar
Senior Management Agreement. During the term of the Millar Agreement,
in the event of any change in control of the Company or the death or disability
of Dr. Millar, all of Dr. Millar’s unvested Carried Shares shall
immediately
vest. In addition, if Dr. Millar dies or is disabled during the Work
At Home Period, all amounts payable to Dr. Millar pursuant to the Millar
Agreement shall be paid to Dr. Millar’s estate or Dr. Millar, as applicable, as
though he had fully performed all of his obligations under the Millar
Agreement.
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: September 4, 2007 | PRESTIGE BRANDS HOLDINGS, INC. | ||
| By: | /s/ Charles N. Jolly | ||
| Name: Charles N. Jolly | |||
| Title: General Counsel and Secretary |