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
CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
October 20, 2003
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Date of Report (Date of earliest event reported)
Delaware 1-10585 13-4996950
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
469 N. Harrison Street, Princeton, New Jersey 08543
(Address of principal executive offices) (Zip Code)
(609) 683-5900
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(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed since Last Report)
Item 2. Acquisition or Disposition of Assets.
On October 20, 2003, Church & Dwight Co., Inc. ("Church & Dwight"), a Delaware
corporation, acquired from Conopco, Inc., a New York corporation and a wholly
owned subsidiary of Unilever ("Seller"), certain assets of Seller's oral care
business in the United States (including Puerto Rico) and Canada. The purchase
price was approximately $104,000,000 in cash, plus additional performance-based
payments of between $5,000,000 and $12,000,000 payable at specified times
following the closing. The purchase was completed pursuant to the terms of an
Asset Purchase Agreement, dated as of September 9, 2003, between Seller and
Church & Dwight. The acquisition includes assets related to the Mentadent brand
of toothpaste and toothbrushes, Pepsodent and Aim brands of toothpaste and
exclusive licensing rights to the Close-Up brand of toothpaste, in each case in
the United States (including Puerto Rico) and Canada. Assets acquired in the
transaction include the equipment, inventory, intellectual property, permits,
contracts and books and records relating to the aforementioned brands.
The funds used for the purchase of the oral care brands were comprised of
$100,000,000 in borrowings under Church & Dwight's principal credit facility and
$4,000,000 from Church & Dwight's available cash.
Church & Dwight currently intends to continue the business operations relating
to the purchased oral care brands.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
In accordance with paragraph (a)(4) of Item 7, the historical financial
statements required in connection with the transactions described above are not
included in this initial report but will be filed by amendment.
(b) Pro Forma financial information.
In accordance with paragraph (a)(4) of Item 7, the pro forma financial
information required in connection with the transactions described above is not
included in this initial report but will be filed by amendment.
(c) Exhibits:
Exhibit 2 Asset Purchase Agreement, dated as of September 9, 2003,
between Conopco, Inc. and Church & Dwight Co., Inc.
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.
CHURCH & DWIGHT CO., INC.,
a Delaware Corporation
Date: November 4, 2003 By: /s/ Robert A. Davies, III
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Name: Robert A. Davies, III
Title: Chief Executive Officer
Church & Dwight Co., Inc.
Exhibit Index
Exhibit Description
Exhibit 2 Asset Purchase Agreement, dated as of September 9, 2003,
between Conopco, Inc. and Church & Dwight Co., Inc.