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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 8, 2005
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PRESTIGE BRANDS HOLDINGS, INC.
Delaware 001-32433 20-1297589
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
90 North Broadway, Irvington, New York 10533
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(Address of Principal executive offices, including Zip Code)
(914) 524-6810
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(Registrant's telephone number, including area code)
Check the appropriate box 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.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
On November 15, 2005, Prestige Brands Holdings, Inc. (the "Company") issued
the press release that is furnished as Exhibit 99.1 to this Current Report on
Form 8-K, which by this reference is incorporated herein as if copied verbatim,
with respect to second quarter results and earnings guidance for fiscal 2006,
other information and the conference call to be held to discuss this
information, as well as the matters discussed under Item 4.02(a) below, which
include adjustments to prior period financial results.
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As a result of a review of certain of its accounting policies and
procedures , the Company determined that it may have erroneously applied the
guidance in (a) Staff Accounting Bulletin 104 in recognizing revenue upon
shipment of product to customers , (b) Emerging Issues Task Force Issue 01-09 as
it relates to the proper classification of certain trade promotion allowances,
and (c) Statement of Financial Accounting Standards No. 128 as it relates to the
inclusion of unvested, restricted common shares in the computation of earnings
per share. At the direction of the Audit Committee of the Company's Board of
Directors, an independent review of these accounting issues was performed with
the assistance of independent counsel and forensic accountants. The findings of
this review were discussed with the Audit Committee on November 8, 2005.
Management and the audit committee discussed their findings with
PricewaterhouseCoopers LLP, the Company's independent registered public
accounting firm, and concluded that, in light of the accounting errors discussed
above, the financial statements for the years ended March 31, 2005, 2004 and
2003 and the quarterly data for the years ended March 31, 2005 and 2004 included
in the Company's Annual Report on Form 10-K for the year ended March 31, 2005
and the financial statements for the quarters ended June 30, 2005 and 2004
included in the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005 should no longer be relied upon. The Company will file an amended
Form 10-Q/A for the quarter ended June 30, 2005 and amended Form 10-K/A for the
year ended March 31, 2005 as soon as practicable.
The Company has discussed the matters referenced in the preceding
paragraphs and has provided an analysis of the restatement in the press release
attached as Exhibit 99.1 (the "Press Release") in the section entitled
"Restatement of Prior Period Financial Statements " (the "Restatement Section"),
and by this reference the Restatement Section is incorporated herein as if
copied verbatim and shall be the only portion of the Press Release deemed filed.
The restatement and its effects upon the Company's statements of operations and
balance sheets are summarized in a table that is an exhibit to the Press
Release, which also is incorporated herein by this reference.
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.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99.1 Press Release issued by Prestige Brands Holdings, Inc. dated November
15, 2005.
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.
Dated: November 15, 2005 PRESTIGE BRANDS HOLDINGS, INC.
By: /s/ Charles N. Jolly
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Name: Charles N. Jolly
Title: General Counsel