Prestige Brands Holdings, Inc. Form 8-K April 12, 2007
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): April
12, 2007
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation
of Michael A. Fink
On
April
13, 2007, Prestige Brands Holdings, Inc. (the “Company”) entered into an
Agreement with Michael A. Fink (the “Fink Agreement”), the Company’s Senior Vice
President - Marketing, OTC/Personal Care, pursuant to which Mr. Fink’s Senior
Management Agreement dated as of February 4, 2005 (the “Fink Senior Management
Agreement”) with the Company was superseded by the terms of the Fink Agreement.
Under the terms of the Fink Agreement, Mr. Fink has agreed to resign as an
officer of the Company on a date to be chosen by the Company, but in any event
prior to June 30, 2007 (the “Resignation Date”). From the Resignation Date to
June 30, 2007, Mr. Fink’s primary responsibility to the Company will be
transitioning his position to his replacement. For the period beginning on
the
Resignation Date and ending on June 30, 2007, Mr. Fink will receive his current
salary and benefits. Effective July 1, 2007, Mr. Fink will become a “Work At
Home” employee of the Company for a period of one year (the “Work At Home
Period”) during which period Mr. Fink will provide advice, information or
guidance to the Company on an as needed basis. Mr. Fink’s employment with the
Company shall terminate on July 1, 2008. During the Work At Home Period, Mr.
Fink’s annual salary shall be $211,000, subject to applicable withholding taxes,
payable in accordance with the Company’s normal payroll practices. For the
fiscal year ending March 31, 2007, Mr. Fink will be eligible for an annual
bonus, as determined by the Compensation Committee and the Board of Directors
of
the Company and also subject to the performance of the Company against the
established bonus objectives. Mr. Fink will not be eligible to receive a bonus
for the fiscal year ending March 31, 2008; provided, however, on or about May
1,
2008, Mr. Fink will receive a payment equivalent to the greater of (i) the
bonus
paid for the fiscal year ending March 31, 2007; or (ii) a target bonus of 45%
of
Mr. Fink’s salary paid during the Work At Home Period. Mr. Fink also
acknowledged and agreed in the Fink Agreement that he will not be eligible
to
receive any future Long-Term Incentive Awards in calendar years 2007 and 2008,
or at any time subsequent thereto.
With
regard to Mr. Fink’s Carried Shares (as defined in the Fink Senior Management
Agreement), the provisions contained in the Fink Senior Management Agreement
relating to the Carried Shares are incorporated by reference into the Fink
Agreement. Pursuant to the terms of the Fink Agreement, Mr. Fink’s Carried
Shares will continue to vest on a straightline pro rata basis through February
6, 2009. Any Carried Shares that have not vested at the expiration of the Work
At Home Period will be repurchased by the Company so long as Mr. Fink has not
breached the terms of the Fink Agreement. The sale of any vested Carried Shares
or Co-invest Common Shares (as defined in the Fink Senior Management Agreement)
will be subject to the applicable terms of the Fink Agreement and the Fink
Senior Management Agreement. During the term of the Fink Agreement, in the
event
of any change in control of the Company or the death or disability of Mr. Fink,
all of Mr. Fink’s unvested Carried Shares shall immediately vest. In addition,
if Mr. Fink dies or is disabled during the Work At Home Period, all amounts
payable to Mr. Fink pursuant to the Fink Agreement shall be paid to Mr. Fink’s
estate or Mr. Fink, as applicable, as though he had fully performed all of
his
obligations under the Fink Agreement.
The
Fink
Agreement contains customary provisions for an executive separation agreement
which include, among other things, a general release of claims against the
Company and confidentiality and non-competition provisions.
Appointment
of James E. Kelly
On
April
12, 2007, the Company received a written acceptance of employment by James
E.
Kelly as the Company’s Senior Vice President, Marketing. Pursuant to the terms
of the letter agreement (the “Kelly Agreement”) between the Company and Mr.
Kelly, Mr. Kelly’s employment with the Company will commence on April 17, 2007.
Effective as of April 23, 2007, Mr. Kelly will assume full responsibility for
marketing activities currently being handled by Mr. Fink.
Prior
to
joining the Company, Mr. Kelly, age 49, has been actively providing consulting
services to various consumer products companies since 2006. From 2001 to 2005,
Mr. Kelly served as Senior Vice President, Marketing and Sales, North America
for Combe, Incorporated where his responsibility included, among other things,
strategy for North American product management, market research, media planning
and buying, and advertising. From 1999 to 2001, Mr. Kelly was a principal of
Business Development Resources Consulting, Inc. through which he provided
marketing/new business development consulting services to the consumer packaged
goods industry. From 1995 to 1998, Mr. Kelly served as Vice President and Group
Marketing Director, Men’s Hair Care, U.S. Operation, for Combe Incorporated.
From 1982 to 1995, Mr. Kelly held positions of increasing responsibility at
Warner Lambert Company where he was Vice President/Business Director, OTC
Products, from 1992 to 1995. Mr. Kelly received a B.A. from Rutgers College
and
a M.B.A. from Rutgers Graduate School of Management.
Pursuant
to the terms of the Kelly Agreement, Mr. Kelly shall receive an annual base
salary of $250,000, subject to applicable withholding taxes, payable in
accordance with the Company’s normal payroll practices. In addition, Mr. Kelly
is eligible to participate in the Company’s Management Bonus Plan for the fiscal
year ending March 31, 2008. Subject to the Company’s achieving its budget
objectives, Mr. Kelly’s target bonus amount is 45% of annual base salary. Under
the terms of the Kelly Agreement, Mr. Kelly is also eligible to receive a grant
under the Company’s 2005 Long-Term Incentive Plan in the amount of $346,875 if
and when the Company grants similar awards for the fiscal year ending March
31,
2008 to its eligible employees. Mr. Kelly shall also receive a sign on/retention
bonus in the amount of $75,000 payable in two equal installments of $37,500
on
April 30, 2007 and 2008, respectively, so long as Mr. Kelly is an employee
in
good standing with the Company on such dates. In the event Mr. Kelly’s
employment with the Company is terminated for reasons other than “cause”, Mr.
Kelly shall be entitled to receive a severance payment equal to his annual
base
salary and target bonus at the time of termination, subject to applicable
withholding taxes, in accordance with the Company’s normal payroll practices;
provided that Mr. Kelly has executed a severance agreement in a form
satisfactory to the Company.
Item
7.01 Regulation FD Disclosure.
On
April
16, 2007, the Company issued a press release announcing the resignation of
Mr.
Fink as Senior Vice President - Marketing, OTC/Personal Care, and the
appointment of Mr. Kelly as Senior Vice President - Marketing, which is
furnished to the Commission as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein as if copied verbatim.
Item
9.01 Financial Statements and Exhibits.
| |
(d) |
Exhibits. |
| |
|
| Exhibit |
Description |
| |
|
| 99.1 |
Press
Release dated April 16, 2007 |
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:
April 17, 2007
PRESTIGE
BRANDS HOLDINGS, INC.
By:
/s/
Charles N. Jolly
Name: Charles N. Jolly
Title:
General Counsel and Secretary
EXHIBIT
INDEX
| Exhibit |
Description |
| |
|
| 99.1 |
Press
Release dated April 16, 2007 |