8-KOther Events

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Corporate Update (Apr 30, 2010)

Filed April 30, 2010For Securities:CHD

Summary

This Form 8-K filing by Church & Dwight Co., Inc. (CHD) on April 30, 2010, primarily serves to provide an updated description of its common stock. The company is utilizing this filing to incorporate the description of its common stock into future registration statements on Form S-3 and S-8, as permitted by SEC interpretations, in lieu of referencing prior registration statements. Key details regarding the common stock include: 300 million authorized shares with a $1.00 par value, one vote per share, no cumulative voting rights, and ratable dividend and liquidation rights subject to preferred stock preferences. The stock has no preemptive rights or conversion features. The filing also details various charter provisions designed to deter hostile takeovers and ensure consistent treatment of stockholders in business combinations, which may make it more difficult to accomplish certain transactions opposed by the board. These include limitations on special meetings, requiring full board or CEO initiation, prohibiting written consent actions, a staggered board of directors, and supermajority vote requirements for certain corporate actions like mergers and asset sales exceeding 25% of consolidated assets, unless first approved by the board. The company is also subject to Delaware's Section 203, which restricts business combinations with interested stockholders for three years.

Key Highlights

  • 1Church & Dwight is filing an 8-K to provide an updated description of its common stock for incorporation into future registration statements.
  • 2The company has 300 million authorized shares of common stock with a $1.00 par value.
  • 3Each share of common stock carries one vote; there are no cumulative voting rights, meaning a majority of shares can elect all directors.
  • 4Holders of common stock are entitled to ratable dividends and liquidation distributions, subject to any preferred stock preferences.
  • 5The company's charter includes provisions that may deter hostile takeovers and make it harder to change control, such as requiring supermajority votes for mergers and significant asset sales.
  • 6Delaware General Corporation Law Section 203 imposes a three-year waiting period on business combinations with 'interested stockholders' (generally those owning 15% or more of voting stock).
  • 7The filing clarifies that directors are protected from monetary damages for breaches of fiduciary duty, except in cases of bad faith, intentional misconduct, or improper personal benefit, and are indemnified to the fullest extent permitted by Delaware law.

Frequently Asked Questions

The primary purpose of this filing is to provide an updated and comprehensive description of Church & Dwight's common stock. This description will be incorporated by reference into future registration statements on Form S-3 and S-8, streamlining the registration process for future equity issuances.

Each share of common stock entitles the holder to one vote on all matters submitted to stockholders. There are no cumulative voting rights, which means that holders of a majority of the voting shares can elect all directors, potentially concentrating control.

Yes, the filing details several charter provisions designed to deter hostile takeovers. These include a staggered board of directors, supermajority vote requirements for certain significant corporate actions like mergers and large asset sales, and limitations on stockholder actions outside of annual or special meetings. These provisions may make it more difficult for an unwelcome acquirer to gain control of the company.

Delaware's Section 203 generally prohibits a company from engaging in a 'business combination' with an 'interested stockholder' for three years after the stockholder acquires 15% or more of the company's stock. This provision aims to protect the company and its existing stockholders from certain coercive takeover tactics.