As filed
with the Securities and Exchange Commission on April 7, 2010
Registration
No. 333- 157491
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHURCH
& DWIGHT CO., INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
13-4996950
(I.R.S.
Employer Identification No.)
|
|
469 North
Harrison Street
Princeton,
NJ 08543-5297
(609)
683-5900
(Address,
including zip code, and telephone number, including area code, of
registrant’s
principal executive offices)
Susan E.
Goldy
Executive
Vice President, General Counsel and Secretary
Church
& Dwight Co., Inc.
469 North
Harrison Street
Princeton,
NJ 08543-5297
(609)
683-5900
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Alan
Singer
Morgan,
Lewis & Bockius LLP
1701
Market Street
Philadelphia,
PA 19103
(215)
963-5000
Approximate
date of commencement of proposed sale to the public: Not
applicable. This Post-Effective Amendment is filed to deregister all
securities covered by this registration statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ¨
If this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ý
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act,
check the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer
|
ý
|
|
Accelerated
filer
|
¨
|
|
|
Non-accelerated
filer
|
¨
|
|
Smaller
Reporting Company
|
¨
|
|
DEREGISTRATION
OF SECURITIES
The
registrant was no longer eligible to use Form S-3 on February 24, 2010, the date
upon which this registration statement would be deemed to be updated for
purposes of Section 10(a)(3) of the Securities Act as a result of the
registrant’s filing of its Form 10-K for the year ended December 31, 2009 (the
“2009 Form 10-K”). At the time of the filing of the 2009 Form 10-K,
the registrant no longer met the requirement under General Instruction I.A.3(b)
of Form S-3 that it has filed in a timely manner all reports required to
be filed during the twelve calendar months and any portion of a month
immediately preceding the filing. The failure to meet this
requirement was due solely to the filing, one day after the applicable filing
deadline, of a Current Report on Form 8-K to report the retirement of a
director. The report was filed on March 17, 2009.
Therefore,
this Post-Effective Amendment No. 1 is being filed to remove from registration
all securities registered under this registration statement. The registrant has
not sold any securities pursuant to this registration statement.
The
registrant again became eligible to use Form S-3 on April 1, 2010 and may file a
new registration statement on Form S-3 in the future.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this post-effective amendment to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Princeton,
New Jersey, on April 7, 2010.
|
CHURCH
& DWIGHT CO., INC.
|
|
By:
|
/s/ Matthew T.
Farrell
|
|
|
Executive
Vice President Finance and Chief Financial
Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this post-effective amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
*
|
|
Director
|
|
April
7, 2010
|
T.
Rosie Albright
|
*
|
|
Chairman,
Chief Executive Officer and Director
(principal
executive officer)
|
|
April
7, 2010
|
James
R. Craigie
|
*
|
|
Director
|
|
April
7, 2010
|
Robert
A. Davies, III
|
*
|
|
Director
|
|
April
7, 2010
|
Rosina
B. Dixon
|
*
|
|
Director
|
|
April
7, 2010
|
Bradley
C. Irwin
|
*
|
|
Director
|
|
April
7, 2010
|
J.
Richard Leaman, Jr.
|
|
|
Director
|
|
|
Jeffrey
A. Levick
|
*
|
|
Director
|
|
April
7, 2010
|
Robert
D. LeBlanc
|
*
|
|
Director
|
|
April
7, 2010
|
Ravi
K. Saligram
|
*
|
|
Director
|
|
April
7, 2010
|
Robert
K. Shearer
|
*
|
|
Director
|
|
April
7, 2010
|
Art
Winkleblack
|
/s/
Matthew T. Farrell
|
|
Executive
Vice President and Chief Financial Officer
(principal
financial officer)
|
|
April
7, 2010
|
Matthew
T. Farrell
|
/s/
Steven J. Katz
|
|
Vice
President and Controller
(principal
accounting officer)
|
|
April
7, 2010
|
Steven
J. Katz
|
*By:
|
/s/ Matthew T. Farrell
|
|
|
Matthew
T. Farrell, as attorney-in-fact pursuant to powers of attorney previously
filed as part of this registration statement
|
|