-----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, Sarpla2/ppWXNqhPIvaEzFPZAbxhE21UWzctKE1YDCjv46DDzhHfF6yvukMj9GKs dj578jGV3cn0zwl8qXX5yQ== 0001181431-06-053686.txt : 20060919 0001181431-06-053686.hdr.sgml : 20060919 20060919161541 ACCESSION NUMBER: 0001181431-06-053686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060919 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060919 DATE AS OF CHANGE: 20060919 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: 061098222 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 rrd130843.htm MATTHEW T. FARRELL, VP FINANCE AND CFO --------------------------------------------------------------------------------

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 the report (Date of earliest event reported): September 19, 2006
___________________________

CHURCH & DWIGHT CO., INC.
(Exact Name of Registrant as Specified in its Charter)
__________________________

Delaware

1-10585

13-4996950

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

469 North Harrison Street, Princeton, New Jersey

(Address of Principal Executive Offices)

08543

(Zip Code)



Registrant's telephone number, including area code: (609) 683-5900
N/A
(Former Name or Former Address, if Changed Since Last Report)

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

Effective September 19, 2006 (the "Commencement Date"), Church & Dwight Co., Inc. (the "Company") entered into an employment agreement with Mr. Matthew T. Farrell for the position of Vice President Finance and Chief Financial Officer of the Company (the "Employment Agreement"). The following is a summary of the material terms of the Employment Agreement.

Under the Employment Agreement, Mr. Farrell is entitled to receive a starting base salary of $450,000 and will be eligible to participate in the Company's Incentive Compensation Program, with a guaranteed award of 50% of his annual base salary for 2006, a target award of 55% of his annual base salary for 2007 and a target award of 60% of his annual base salary thereafter, based on appropriate business targets and individual objectives. Within thirty days of the Commencement Date, Mr. Farrell will receive a one-time sign-on bonus in the amount of $175,000, which must be repaid to the Company in the event that he terminates his employment within a year of the Commencement Date. Provided he is employed by the Company on such date, Mr. Farrell will receive a second lump sum payment in the amount of $175,000 on the first anniversary of the Commencement Date. On September 19, 2006, Mr. Farrell will receive a stock option grant of 75,000 shares of Company common stock which shall vest on the three year annive rsary of the grant date on September 19, 2009. Also on the Commencement Date, Mr. Farrell will receive 35,000 shares of restricted Company stock, which will vest in 1/3 increments on the first, second and third anniversaries of the Commencement Date.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(b) Departure of Vice President Finance and Chief Financial Officer. Mr. Zvi Eiref resigned as Vice President Finance and Chief Financial Officer on September 19, 2006 in contemplation of his retirement from the Company on December 31, 2006.

(c) Appointment of new Vice President Finance and Chief Financial Officer. (1) On September 19, 2006, Mr. Matthew T. Farrell became the Vice President Finance and Chief Financial Officer of the Company.

(2) Mr. Farrell, age 50, was Executive Vice President and Chief Financial Officer of Alpharma, Inc., an international specialty pharmaceutical company, from April 2002 until August 2006. From July 2000 to April 2002, Mr. Farrell held the position of Vice President, Investor Relations & Communications for Ingersoll-Rand Ltd.

(3) The material terms of the employment agreement between Mr. Farrell and the Company are summarized in Item 1.01.


 

SIGNATURE


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.

 

CHURCH & DWIGHT CO., INC.

 

Date:

September 19, 2006

By:

/s/ JAMES R. CRAIGIE

 

Name: James R. Craigie
Title: President and Chief Executive Officer

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