Form 8-K
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): January
31, 2006
PRESTIGE
BRANDS HOLDINGS, INC.
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Delaware
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001-32433
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20-1297589
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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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 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.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
January 31, 2006, the Board of Directors of the Company increased the number
of
directors from seven to ten, effective that date, which created three vacancies.
At that time, the Board elected John E. Byom, Raymond P. Silcock and Frank
Palantoni to fill the three vacancies on the Board of Directors,. The Board
of
Directors further determined that board members Mr. Byom and Mr. Silcock are
"independent" for purposes of the independence requirements of the Securities
and Exchange Commission (the "SEC") and the New York Stock Exchange (the
"NYSE").
In
anticipation of becoming subject to the NYSE's independence requirements with
respect to the composition of the Company's Audit Committee, Compensation
Committee, and Nominating and Governance Committee, the membership of those
committees has been established as follows, effective January 31,
2006:
The
Audit
Committee now consists of the following four independent directors: L. Dick
Buell (Chairman), Ron Gordon, John E. Byom and Raymond P. Silcock.
The
Compensation Committee now consists of the following four independent directors:
Patrick Lonergan (Chairman), L. Dick Buell, Gary E. Costley and John E.
Byom.
The
Nominating and Governance Committee now consists of the following four
independent directors: Ron Gordon (Chairman), Gary E. Costley, Raymond P.
Silcock and Patrick Lonergan.
The
Board
of Directors also determined that all members of the Audit Committee (as
re-re-established) satisfy the financial literacy requirements of the SEC and
NYSE, and further determined that Mr. Byom is an "audit committee financial
expert" within the meaning of Item 401(h) of Regulation S-K as adopted pursuant
to Section 407 of the Sarbanes Oxley Act of 2002.
Item
7.01. Regulation FD Disclosure.
The
information set forth in Item 5.02 above is incorporated by reference as if
fully set forth herein.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements. None
(b) Pro
Forma
Financial Information. None
(c) Exhibits.
None
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.
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Dated:
February 6, 2006
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PRESTIGE
BRANDS HOLDINGS, INC.
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By:
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/s/
Charles N. Jolly
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Name:
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Charles
N. Jolly
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Title:
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General
Counsel
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