Attached files
| file | filename |
|---|---|
| EX-99.2 - Prestige Consumer Healthcare Inc. | v192487_ex99-2.htm |
| EX-23.1 - Prestige Consumer Healthcare Inc. | v192487_ex23-1.htm |
| EX-99.1 - Prestige Consumer Healthcare Inc. | v192487_ex99-1.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): August 3,
2010
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 2.02 Results of Operations and Financial Condition.
On August
5, 2010, Prestige Brands Holdings, Inc. (the ‘‘Registrant’’) announced financial
results for the fiscal quarter ended June 30, 2010. A copy of the press
release announcing the Registrant’s earnings results for the fiscal quarter
ended June 30, 2010 is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
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 (the “Exchange Act”), or
otherwise subject to the liabilities of that section, unless the Registrant
specifically states that the information is to be considered “filed” under the
Exchange Act or incorporates it by reference into a filing under the Securities
Act of 1933, as amended, or the Exchange Act.
Item
5.07. Submission of Matters to a Vote of Security
Holders.
The Annual Meeting of Stockholders of
the Registrant was held on August 3, 2010. The matters voted upon at
the annual meeting and the results of the voting on each matter are set forth
below:
|
1.
|
Election
of Directors.
|
|
DIRECTOR
NOMINEE
|
FOR
|
WITHHELD
|
NON
VOTES
|
|
Matthew
M. Mannelly
|
39,573,611
|
2,841,456
|
4,005,422
|
|
John
E. Byom
|
36,659,747
|
5,755,320
|
4,005,422
|
|
Gary
E. Costley
|
36,655,499
|
5,759,568
|
4,005,422
|
|
Charles
J. Hinkaty
|
39,592,774
|
2,822,293
|
4,005,422
|
|
Patrick
M. Lonergan
|
36,675,680
|
5,739,387
|
4,005,422
|
|
2.
|
Proposal
to ratify the appointment of PricewaterhouseCoopers LLP as the independent
registered public accounting firm of the Registrant for the fiscal year
ending March 31, 2011.
|
|
FOR
|
45,694,161
|
|
AGAINST
|
655,743
|
|
ABSTAIN
|
70,585
|
Item
7.01. Regulation FD Disclosure.
The information set forth in Item
2.02 above is incorporated by reference as if fully set forth
herein.
Item 8.01 Other Events.
The
Registrant also is filing this Current Report on Form 8-K to provide
supplemental guarantor financial information pursuant to Rule 3-10 of Regulation
S-X regarding the guarantee by the Registrant and certain of the Registrant’s
subsidiaries of $150 million of currently outstanding 8.25% senior unsecured
notes due 2018 issued by Prestige Brands, Inc.
The
supplemental guarantor financial information is provided within Footnote 20 to
the Consolidated Financial Statements of the Registrant contained in
Exhibit 99.2 attached hereto for the periods disclosed within the
Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010
(the “2010 Form 10-K”), which was originally filed with the United States
Securities and Exchange Commission on June 11, 2010.
This
Current Report does not modify or update the disclosures in the 2010 Form 10-K
in any way, nor does it reflect any subsequent information or events, other than
the inclusion of required supplemental guarantor financial information. Without
limitation of the foregoing, this filing does not purport to update Management’s
Discussion and Analysis of Financial Condition and Results of Operations
included in the 2010 Form 10-K for any information, uncertainties, transactions,
risks, events or trends occurring, or known to management. The information in
this Current Report should be read in conjunction with the 2010 Form
10-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
See
Exhibit Index immediately following the signature page.
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.
|
Dated:
August 5, 2010
|
PRESTIGE
BRANDS HOLDINGS, INC.
|
||
|
|
By:
|
/s/ Peter J. Anderson | |
|
Name:
Peter J. Anderson
|
|||
|
Title:
Chief Financial Officer
|
|||
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
23.1
|
Consent of
PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm.
|
|
99.1
|
Press Release dated
August 5, 2010 announcing the Registrant’s financial results for the
fiscal quarter ended June 30, 2010 (furnished
only).
|
|
99.2
|
Consolidated Financial
Statements for the fiscal year ended March 31,
2010.
|