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
28, 2008
__________________________
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 08543
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(Address
of Principal Executive Offices)
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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
1.01. Entry into a Material Definitive Agreement
On April
1, 2008, Church & Dwight Co., Inc. (the "Company") announced that the
Company had entered into an Asset Purchase Agreement dated as of March 28, 2008
(the "Purchase Agreement"), with Del Pharmaceuticals, Inc. ("Seller"). A copy of
the Company’s press release announcing the execution of the Purchase Agreement
is attached hereto as Exhibit 99.1.
Pursuant
to the terms of the Purchase Agreement, the Company has agreed to acquire
substantially all the assets of Seller for cash in the amount of $380 million
and the assumption of certain liabilities. The Company will finance the
acquisition with an addition to its bank credit facility combined with available
cash and an existing line of credit.
Seller
has made customary representations, warranties and covenants in the Purchase
Agreement. The closing of the transaction is subject to the expiration or early
termination of the waiting period provided for in the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended, and satisfaction of certain other
customary closing conditions, including (i) certain third-party consents,
approvals or waivers having been obtained, (ii) subject to certain exceptions,
the accuracy of the representations and warranties and (iii) the absence of any
event, occurrence or development that has had or would reasonably be expected to
have a material adverse effect on Seller. The acquisition is expected to close
in July 2008.
ITEM
7.01. Regulation FD Disclosure.
Incorporated
by reference is a press release issued by the Company on April 1, 2008 regarding
the Purchase Agreement described in Item 1.01 above, which is attached hereto as
Exhibit 99.1. This information is being furnished under Item 7.01 and, as
such, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of such section.
ITEM
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit Number
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Description
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99.1
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Church
& Dwight Co., Inc. press release dated April 1, 2008
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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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April
1, 2008
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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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