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CHURCH & DWIGHT CO INC /DE/ 8-K Report, Material Agreement (Jul 3, 2008)

Filed July 3, 2008For Securities:CHD

Summary

This Form 8-K filed by Church & Dwight Co., Inc. (CHD) on July 3, 2008, serves primarily to provide a consolidated description of the company's common stock. This information is intended for incorporation by reference into future SEC registration statements, such as Form S-3 and S-8, simplifying future filings. The document details the rights and provisions associated with CHD's common stock, including voting rights, dividend entitlements, liquidation preferences, and the absence of preemptive or conversion rights. Key provisions discussed aim to protect against hostile takeovers and ensure consistent treatment of stockholders in business combinations. These include charter provisions such as a classified board of directors, limitations on director removal and special meetings, and supermajority voting requirements for certain major corporate actions like mergers or significant asset sales. Additionally, the filing outlines the company's stockholder rights plan, designed to deter hostile takeovers by making them more expensive, and references Delaware General Corporation Law Section 203, which imposes restrictions on business combinations with interested stockholders.

Key Highlights

  • 1The 8-K filing provides a comprehensive description of Church & Dwight's common stock, intended for future SEC registration statements.
  • 2Authorized common stock is 300 million shares with a $1.00 par value; holders have one vote per share, without cumulative voting rights.
  • 3Common stockholders are entitled to ratable dividends and residual assets upon liquidation, subject to preferred stock preferences.
  • 4The company's charter includes provisions for a classified board, restrictions on director removal and special meetings, and supermajority voting requirements for significant transactions to deter hostile takeovers.
  • 5A stockholder rights plan is in place, granting rights to purchase stock at a discount to deter acquisitions of 20% or more of outstanding common stock.
  • 6Delaware General Corporation Law Section 203 limits business combinations with 'interested stockholders' (typically those owning 15% or more) for three years, with certain exceptions.
  • 7Directors are provided with limitations on monetary damages for breach of fiduciary duty and broad indemnification provisions.

Frequently Asked Questions

The primary purpose of this Form 8-K is to provide a consolidated description of Church & Dwight's common stock. This detailed description is intended to be incorporated by reference into future registration statements filed with the SEC, such as Forms S-3 and S-8, streamlining future filings.

Church & Dwight has 300 million authorized shares of common stock with a $1.00 par value. Each share carries one vote, and there are no cumulative voting rights. Holders are entitled to receive dividends and share in remaining assets upon liquidation, subject to any preferred stock terms. There are no preemptive rights or conversion rights for common stockholders.

The company employs several measures to guard against hostile takeovers. These include charter provisions like a classified board of directors, limitations on stockholder actions outside of formal meetings, and supermajority voting requirements for significant corporate actions. Additionally, a stockholder rights plan (often called a 'poison pill') is in place, and Delaware General Corporation Law Section 203 imposes restrictions on business combinations with interested stockholders.

While designed to protect the company and existing stockholders from potentially unwelcome takeovers, these provisions could also make it more difficult to accomplish transactions opposed by the board, even if they might be beneficial. They may deter hostile bids, potentially leading to negotiations with the board, or delay changes in control, which could impact the trading price of the common stock.