8-KCorporate ChangesExhibits & Filings

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Bylaw Amendment (Nov 5, 2007)

Filed November 5, 2007For Securities:CHD

Summary

On October 31, 2007, Church & Dwight Co., Inc. (CHD) announced an amendment to its corporate By-Laws, approved by its Board of Directors and effective immediately. This regulatory update is primarily driven by new requirements from the New York Stock Exchange (NYSE). The key change allows for the issuance and transfer of both certificated and uncertificated shares of capital stock. This move is a proactive step to ensure the Company's compliance with the NYSE's mandate for listed companies to be eligible for the Depository Trust & Clearing Corporation's (DTCC) Direct Registration System by January 1, 2008. While not directly impacting current operations or financial performance, this is a necessary procedural adjustment for continued listing and efficient share management.

Key Highlights

  • 1Church & Dwight Co., Inc. amended its By-Laws effective October 31, 2007.
  • 2The amendments allow for the issuance and transfer of both certificated and uncertificated shares.
  • 3This change is in response to new New York Stock Exchange (NYSE) rules.
  • 4The Company must comply with NYSE requirements for the Direct Registration System by January 1, 2008.
  • 5The amendments are a procedural update to ensure continued listing and efficient share handling.
  • 6The Amended and Restated By-Laws are filed as Exhibit 3.1.

Frequently Asked Questions

The main purpose of this filing is to announce that Church & Dwight Co., Inc. has amended its By-Laws to allow for the issuance and transfer of both certificated and uncertificated shares. This is a necessary step to comply with upcoming New York Stock Exchange rules regarding the Direct Registration System.

These amendments are primarily procedural and administrative, designed to ensure compliance with stock exchange regulations. While they facilitate the modern handling of shares, they are not expected to directly alter the rights or nature of your existing shares.

The Direct Registration System (DRS) is a service offered by the Depository Trust & Clearing Corporation (DTCC) that allows investors to hold their securities electronically directly on the books of the issuing company or its transfer agent, rather than through physical stock certificates or traditional brokerage accounts. This filing indicates CHD's move towards enabling participation in such a system.

The NYSE is likely implementing these requirements to modernize share processing, reduce the reliance on physical certificates, enhance security, and streamline transactions, aligning with industry trends towards electronic record-keeping and transfer.