-----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, H8hWi+YhiOpv6eGHmSv8AyT4gYW64WtUv6rGxOj9Mv3fbQn/qj2ADKUdu8hF/XA8 CjWCLh5Sdv5WEwOvqFIs0g== 0000313927-03-000429.txt : 20030806 0000313927-03-000429.hdr.sgml : 20030806 20030806144922 ACCESSION NUMBER: 0000313927-03-000429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030806 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHURCH & DWIGHT CO INC /DE/ CENTRAL INDEX KEY: 0000313927 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 134996950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10585 FILM NUMBER: 03826003 BUSINESS ADDRESS: STREET 1: 469 N HARRISON ST CITY: PRINCETON STATE: NJ ZIP: 08543-5297 BUSINESS PHONE: 6096835900 MAIL ADDRESS: STREET 1: 469 N HARRISON STREET CITY: PRINCETON STATE: NJ ZIP: 08543-5297 8-K 1 f8-kcvr85.txt 8-5-03 AND 8-6-03 RELEASES - CONVERTIBLE NOTES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 Commission File Number 1-10585 Date of the report (Date of earliest event reported): August 5, 2003 -------------------------------------------- CHURCH & DWIGHT CO., INC. (Exact Name of Registrant as Specified in its Charter)
Delaware 13-4996950 (State or Other Jurisdiction or Incorporation) (I.R.S. Employer Identification No.)
469 North Harrison Street, Princeton, New Jersey 08543 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 683-5900 N/A (Former Name or Former Address, if Changed Since Last Report) -------------------------------------------- - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On August 5, 2003, Church & Dwight Co., Inc. ("Company") issued a press release relating to proposed offering of senior convertible notes. On August 6, 2003, Church & Dwight Co., Inc. ("Company") issued a press release relating to the pricing offering of convertible senior debentures. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit 99.1 Press Release by the Company dated August 5, 2003. Exhibit 99.2 Press Release by the Company dated August 6, 2003. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registration has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. CHURCH & DWIGHT CO., INC. a Delaware Corporation Date: August 6, 2003 By: /s/ Robert A. Davies III --------------------------------------- Robert A. Davies III Chief Executive Officer EX-99 3 f85-03.txt 8-5-03 PRESS RELEASE-PROPOSED OFFER EXHIBIT 99.1 News Release Contact: Zvi Eiref Chief Financial Officer 609/279-7666 CHURCH & DWIGHT CO., INC. ANNOUNCES PROPOSED OFFERING OF SENIOR CONVERTIBLE NOTES - ------------------------------------------------------------------------------- AUGUST 5, 2003 - Church & Dwight Co., Inc. (NYSE: CHD) today announced that it intends to offer, subject to market and other conditions, approximately $110 million aggregate principal amount of convertible senior debentures due 2033 through a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"). An additional $15 million may be raised if the initial purchasers exercise their right to acquire additional notes in connection with the offering. The debentures will be convertible into shares of Church and Dwight common stock upon the occurrence of certain events and will mature in 2033. Church & Dwight plans to use the net proceeds of the offering to reduce the amount outstanding under its principal credit agreement. This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. # # # Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include statements regarding Church & Dwight's intent to issue the debentures and the intended use of proceeds from the offering. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include market conditions and other risks typically associated with securities offerings, and the risk that changing business conditions cause us to use the proceeds of the offering in other manners. More information about potential risk factors that could affect Church & Dwight's business and financial results is included in our annual report on Form 10-K for the year ended December 31, 2002, our quarterly reports on Form 10-Q for the quarters ended March 28, 2003 and June 27, 2003, and from time to time in other reports filed by Church & Dwight with the Securities and Exchange Commission. Church & Dwight undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or other events. EX-99 4 f86-03.txt 8-6-03 PRESS RELEASE-OFFERING Exhibit 99.2 News Release Contact: Zvi Eiref Chief Financial Officer 609/279-7666 CHURCH & DWIGHT CO., INC. PRICES OFFERING OF $80 MILLION OF 5.25% CONVERTIBLE SENIOR DEBENTURES - ------------------------------------------------------------------------------- PRINCETON, N.J.--(BUSINESS WIRE)--Aug. 6, 2003--Church & Dwight Co., Inc. (NYSE: CHD) has priced the private placement of $80 million of 5.25% convertible senior unsecured debentures due 2033. The debentures will be convertible, subject to certain conditions, into Church & Dwight common stock at a conversion price of $46.50 per share, subject to adjustment in certain circumstances. The initial conversion price represents a 42.15% premium over the closing price of Church & Dwight common stock on August 5, 2003, which was $32.71 per share. Holders of the debentures will have the right to require Church & Dwight to repurchase the debentures on specified dates, the earliest of which is August 15, 2010. Church & Dwight has also granted the initial purchasers of the debentures a 30-day option to purchase up to an additional $20 million in principal amount of the debentures. The private placement is expected to close on August 11, 2003, subject to customary closing conditions. The debentures will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The debentures have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or a solicitation of any offer to buy such debentures and is issued pursuant to Rule 135c under the Securities Act. Church & Dwight is the manufacturer of household, personal care and specialty products, sold under the ARM & HAMMER brand name and other well-known trademarks. # # # Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include Church & Dwight 's intention to raise proceeds through the offering and sale of the convertible senior debentures. The closing of the sale of the debentures is subject to customary conditions. There can be no assurance that Church & Dwight will complete the sale of the debentures. Church & Dwight 's ability to complete the offering will depend, among other things, on market conditions. In addition, Church & Dwight 's ability to complete the offering and its business are subject to risks. More information about potential risk factors that could affect Church & Dwight's business and financial results is included in our annual report on Form 10-K for the year ended December 31, 2002, our quarterly reports on Form 10-Q for the quarters ended March 28, 2003 and June 27, 2003, and from time to time in other reports filed by Church & Dwight with the Securities and Exchange Commission. Church & Dwight undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or other events. -----END PRIVACY-ENHANCED MESSAGE-----