prestigebrands8k102207.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): October 22,
2007
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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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
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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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 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
8.01. Other Events.
On
October 22, 2007, Prestige Brands Holdings, Inc. (the “Registrant”) received
notification from the arbitrators that it had issued a Partial Final Award
(the “Award”) in the pending arbitration with OraSure Technologies,
Inc. The Registrant believes that the arbitrators validated the
Registrant’s position that the Registrant’s acquisition of the Wartner® brand of
cryosurgical wart remover did not cause material harm to OraSure. The
arbitrators acknowledged that there was a technical breach of the non-compete
clause in the Distribution Agreement between the parties but OraSure’s proof of
damages was speculative and not supported by credible
evidence. Therefore, the arbitrators awarded nominal damages to
OraSure in the amount of One Dollar ($1.00).
In
the
Award, the arbitrators stated that OraSure is entitled to an award of counsel
fees and arbitrator compensation in an amount to be determined pursuant to
further proceedings. The Registrant will vigorously contest the award
of fees to OraSure as the Registrant believes that OraSure should only be
entitled to a modest award in light of the arbitrators' rejection of OraSure's
asserted damages and claims beyond the One Dollar ($1.00) nominal
award.
The
arbitration panel also dismissed with prejudice OraSure’s remaining claims for
breach of the Distribution Agreement, OraSure’s request for injunctive relief
and the Registrant’s counterclaims, respectively.
The
arbitrators agreed with the Registrant’s position regarding termination of the
Distribution Agreement by determining in the Award that the Distribution
Agreement will terminate on December 31, 2007. The Registrant does
not expect any interruptions in supply of its Compound W Freeze Off® branded
cryosurgical wart remover as it transitions to a new supplier after December
31,
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.
| Date: October
24, 2007 |
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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:
Charles N. Jolly |
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Title:
General Counsel and Secretary |
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