-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FwIXyWKv7rcIvdVAQMQLAtzdSxgsV1UMib5x6XFSujJgte8jB/VP5uZOYtVKlQZK hbLx+zFX5iluLtIqhDGVHA== 0001005794-08-000157.txt : 20080519 0001005794-08-000157.hdr.sgml : 20080519 20080519163435 ACCESSION NUMBER: 0001005794-08-000157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080515 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080519 DATE AS OF CHANGE: 20080519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Prestige Brands Holdings, Inc. CENTRAL INDEX KEY: 0001295947 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201297589 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32433 FILM NUMBER: 08845660 BUSINESS ADDRESS: STREET 1: 90 NORTH BROADWAY CITY: IRVINGTON STATE: NY ZIP: 10533 BUSINESS PHONE: (914) 524-6810 MAIL ADDRESS: STREET 1: 90 NORTH BROADWAY CITY: IRVINGTON STATE: NY ZIP: 10533 FORMER COMPANY: FORMER CONFORMED NAME: Prestige Household Brands, Inc. DATE OF NAME CHANGE: 20040630 8-K 1 pbh8kmay152008.htm PRESTIGE BRANDS HOLDINGS, INC. 8-K MAY 19, 2008 pbh8kmay152008.htm


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):   May 15, 2008


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.)
 
  
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 1.01 Entry into a Material Definitive Agreement.

On May 15, 2008, The Spic and Span Company (“SNS”), a direct wholly-owned subsidiary of Prestige Brands Holdings, Inc. (the “Registrant”), entered into a Supply Agreement (the “Agreement”) with Fitzpatrick Bros., Inc. (“Fitzpatrick”) for the exclusive manufacture and supply of Comet® powder cleanser (the “Product”) in North America.  The Agreement requires Fitzpatrick to construct and finance at its sole expense a manufacturing facility (the “Facility”) with the capacity to supply SNS with its forecasted requirements of the Product during the term of the Agreement.  The Agreement, which became effective on May 15, 2008, has a term of ten years from the date on which the Facility is fully capable of supplying SNS’s initially forecasted annual volume of the Products, subject to mutually agreed annual extensions. The price SNS will pay to Fitzpatrick for the Product will include a capital recovery amount (the “Capital Recovery Amount”) sufficient to reimburse Fitzpatrick during the term of the Agreement for the construction and set-up of the Facility based on annual forecasted requirements of the Products.  The Capital Recovery Amount to be paid by SNS shall be reduced by a certain percentage in the event Fitzpatrick manufactures non-Comet® powder cleansers for its other customers.  If the Agreement is terminated by the parties prior to the initial expiration date, SNS is required to pay to Fitzpatrick the then unrecovered Capital Recovery Amount for the Facility.  However, SNS is not obligated to pay the unrecovered Capital Recovery Amount in the event Fitzpatrick terminates the Agreement for any reason other than as set forth in the Agreement.

The Agreement contains additional customary terms, including, without limitation, representations and warranties and indemnification obligations.

The Registrant does not anticipate that SNS will experience any interruption in the supply of the Products.





SIGNATURES

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.

  PRESTIGE BRANDS HOLDINGS, INC.  
       
       
       
Dated:  May 19, 2008
By:
/s/ Charles N. Jolly  
    Name:  Charles N. Jolly  
    Title:  General Counsel and Secretary   
       
 
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