chd8k.htm
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 the report (Date of earliest event reported): October 31,
2007
___________________________
CHURCH
& DWIGHT CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
Delaware
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1-10585
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13-4996950
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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469
North Harrison Street, Princeton, New Jersey
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08543
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (609) 683-5900
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240. 14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year
On
October 31, 2007, the Board of
Directors of Church & Dwight Co., Inc. (the “Company”) approved amendments
to its By-Laws, effective on the same date, to permit the issuance and transfer
of certificated and uncertificated shares of capital stock. Such
amendments are necessary for the Company to comply with new rules enacted by
the
New York Stock Exchange, which require listed companies to be eligible to
participate in the Direct Registration System of the Depository Trust &
Clearing Corporation no later than January 1, 2008.
The
Company’s prior By-Laws were filed
with the Securities and Exchange Commission on September 19, 2003 as Exhibit
3.1
on Form 8-K. The Amended and Restated By-Laws are attached hereto as
Exhibit 3.1 and incorporated herein by reference.
ITEM
9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
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Description
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3.1
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Amended
and Restated By-Laws
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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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CHURCH
& DWIGHT CO., INC.
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Date:
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November
5, 2007
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By:
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/s/
Matthew T. Farrell
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Name:
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Matthew
T. Farrell
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Title:
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Executive
Vice President Finance and Chief Financial
Officer
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