Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
UNITED
STATES
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
Report (Date of earliest event reported): October 28,
2009
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 001-32433 | 20-1297589 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
&
#160;
90 North Broadway,
Irvington, New York 10533
(Address
of principal executive offices, including Zip Code)
(914)
524-6810
(Registrant’s
telephone number, including area code)
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:
[ ]
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 240.13e-4(c))
| Item 7.01. | Regulation FD Disclosure. |
On
October 29, 2009, Prestige Brands Holdings, Inc. (the "Company") issued a press
release in which it announced that it completed the divestiture of the three
lines of its shampoo business, Prell® Shampoo, Denorex® Dandruff Shampoo and
Zincon® Dandruff Shampoo, to Ultimark Products, LLC. The purchase
price, which is subject to customary indemnification provisions, was $9,000,000,
$8,000,000 of which was paid to the Company at closing, with the remaining
$1,000,000 payment to be paid to the Company on October 28, 2010. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be
deemed to be ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section,
unless the Company specifically states that the information is to be considered
“filed” under the Securities Exchange Act of 1934 or incorporates it by
reference into a filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) |
Exhibits.
|
See
Exhibit Index immediately following signature page.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 30, 2009 | PRESTIGE BRANDS HOLDINGS, INC. | ||
|
|
By:
|
/s/ Peter J. Anderson | |
| Name: Peter J. Anderson | |||
| Title: Chief Financial Officer | |||
EXHIBIT
INDEX
|
Exhibit
|
Description
|
||
|
99.1
|
Press Release dated
October 29, 2009 (furnished only).
|
EXHIBIT
99.1
PRESTIGE
BRANDS HOLDINGS, INC. SELLS THREE SHAMPOO BRANDS TO ULTIMARK
PRODUCTS
Irvington,
NY, October 29, 2009—Prestige Brands Holdings, Inc. (NYSE:PBH) announced today
it has sold its three shampoo businesses to Ultimark Products. The transaction
includes Prell® Shampoo, Denorex® Dandruff Shampoo, and Zincon® Dandruff Shampoo
from the Company’s Personal Care segment. These brands collectively represent
approximately 2-3% of annual company sales.
Terms of
the agreement include an upfront payment of $8 million in cash, followed by a
subsequent payment of $1 million on October 28, 2010. The Company will use the
proceeds of the sale to pay down debt.
“The
successful sale of these businesses allows us to increase focus on our two
larger segments, over-the-counter healthcare and household cleaning products, to
enhance shareholder value,” said Matthew Mannelly, President and
CEO.
Prestige
Brands, Inc. markets well-known over-the-counter healthcare, household cleaning
and personal care products throughout the U.S., Canada, and in certain
international markets. Key brands include Clear Eyes® and Murine® eye and ear
care products, Chloraseptic® sore throat relief products, Little Remedies®
pediatric over-the-counter products, The Doctor’s® NightGuard™ dental protector,
New-Skin® liquid bandages, Cutex® nail polish remover, and Comet® and Spic and
Span® household cleaners.
Ultimark
Products, based in Philadelphia, PA, is an innovator that specializes in the
acquisition, development and strategic marketing of consumer products. Ultimark
has multiple product distribution channels throughout North America including
electronic retailing, direct to consumer and major retailers.
Contact:
Dean Siegal
Prestige
Brands Holdings, Inc.
914-524-6819