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): March 12, 2010
___________________________
CHURCH
& DWIGHT CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
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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
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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As
previously disclosed, Church & Dwight Co., Inc. (the “Company”) has entered
into Change in Control and Severance Agreements (the “Agreements”) with each of
its executive officers. Each of the Agreements provided that if the executive
officer becomes liable for payment of any excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") with respect to any
"excess parachute payments" under section 280G of the Code to be received under
the Agreement in connection with a change in control, an additional payment (the
“Tax Gross-Up Payment”) will be made to the executive officer. The Tax Gross-Up
payment was designed so that, after payment of all excise taxes and any other
taxes payable in respect of the Tax Gross-Up Payment, the executive officer
would retain the same amount as if no excise tax had been imposed.
Beginning
on March 12, 2010, the Company and each of its executive officers entered into
Amended and Restated Change in Control and Severance Agreements (the “Amended
Agreements"), including Amended Agreements with James R. Craigie, Chairman and
Chief Executive Officer (March 12, 2010), Matthew T. Farrell,
Executive Vice President Finance and Chief Financial Officer (March 16, 2010),
Mark G. Conish, Executive Vice President, Global Operations (March 15,
2010), Adrian J. Huns, Executive Vice President, President
International Consumer Products (March 12, 2010) and Joseph A. Sipia, Jr.,
Executive Vice President, President and Chief Operating Officer Specialty
Products Division (March 15, 2010). Under the Amended Agreements, the
executive officers are no longer entitled to the Tax
Gross-Payment. Instead, payments under the Amended Agreements made
upon a change in control of the Company that are treated as "parachute payments"
under section 280G of the Code will be reduced below the threshold amount for
"excess parachute payments" set forth in section 280G of the Code, if such
reduction would provide the executive with greater net after-tax payments than
would be the case if no reduction were made and the payments were subject to
excise tax under section 4999 of the Code. Otherwise, the executive
officer will pay the excise tax. The Amended Agreements also reflected several
clarifications that did not materially alter the terms of the
Agreements.
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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March
18, 2010
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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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