pbh8kjuly232008.htm
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): July 23,
2008
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) |
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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 2.02. Results of
Operations and Financial Condition.
On July
23, 2008, Prestige Brands Holdings, Inc. (the ‘‘Registrant’’) issued a press
release disclosing certain revenue and net income information regarding the
fiscal quarter ended June 30, 2008. A copy of that press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The
information in this Form 8-K and Exhibit 99.1 attached hereto shall not be
deemed to be ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section,
unless the Registrant specifically states that the information is to be
considered “filed” under the Securities Exchange Act of 1934 or incorporates it
by reference into a filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
Item
7.01. Regulation FD Disclosure.
The
information set forth in Item 2.02 above is incorporated by reference as if
fully set forth herein.
Item
9.01. Financial Statements and Exhibits.
Exhibit |
Description |
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99.1 |
Press Release dated
July 23, 2008 (furnished only). |
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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:
July 23, 2008 |
PRESTIGE BRANDS HOLDINGS,
INC. |
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By:
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/s/ Peter
J. Anderson |
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Name:
Peter J. Anderson |
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Title:
Chief Financial Officer |
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EXHIBIT
INDEX
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Exhibit |
Description |
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99.1 |
Press Release dated
July 23, 2008 (furnished only). |
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pressrelease.htm
Exhibit 99.1
Prestige
Brands Holdings, Inc. Projects First Quarter Fiscal 2009 Revenues and Net Income
Below Prior Year; Revenue Increase of 2-4% Reaffirmed for Full Year Fiscal
2009
Irvington,
NY, July 23, 2008—Prestige Brands Holdings, Inc. today announced that, despite a
challenging first quarter operating environment, it expects organic revenues to
increase 2-4% for the 2009 fiscal year. The Company made this announcement in
the context of anticipated first quarter revenue and net income declines of
approximately 7% versus the prior year comparable quarter.
The
decrease in revenues for the first quarter is largely attributable to
unfavorable pricing dynamics in the cryogenic segment of the over-the-counter
wart treatment category. A secondary factor is the continued absence of the
Little Remedies® pediatric cough/cold products, which were voluntarily withdrawn
in the fall of calendar year 2007.
Mark
Pettie, Chairman and Chief Executive Officer said, “Despite this quarter’s
expected results, we continue to anticipate full year revenue growth within our
previously stated short to medium term range of 2-4%. We expect this
performance for the full fiscal year will be led by new product innovation and
growth of our Focus Brands, which will show solid increases in aggregate during
the first quarter”.
The
Company previously announced that it will release its first fiscal quarter
earnings before the opening of the market on Thursday, August 7th , and
host a conference call to discuss those results that same morning at 8:30 a.m.
ET.
Forward
Looking Statements
Note:
This news release contains "forward-looking statements" within the meaning of
the federal securities laws and is intended to qualify for the Safe Harbor from
liability established by the Private Securities Litigation Reform Act of 1995.
"Forward-looking statements" generally can be identified by the use of
forward-looking terminology such as "assumptions," "target," "guidance,"
"outlook," "plans," "projection," "may," "will," "would," "expect," "intend,"
"estimate," "anticipate," "believe, "potential," or "continue" (or the negative
or other derivatives of each of these terms) or similar terminology. The
"forward-looking statements" include, without limitation, statements regarding
the outlook for Prestige Brands Holdings' market and the demand for its
products, earnings per share, future cash flows from operations, future revenues
and margin requirement and expansion, the success of new product introductions,
growth in costs and expenses, and the impact of acquisitions, divestitures,
restructurings and other unusual items, including Prestige Brands Holdings'
ability to integrate and obtain the anticipated results and synergies from its
acquisitions. These projections and statements are based on management's
estimates and assumptions with respect to future events and financial
performance and are believed to be reasonable, though are inherently uncertain
and difficult to predict. Actual results could differ materially from those
projected as a result of certain factors. A discussion of factors that could
cause results to vary is included in the Company's Annual Report on Form 10-K
and other periodic and other reports filed with the Securities and Exchange
Commission.
Contact:
Dean Siegal
914-524-6819