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 the report (Date of earliest event reported): January 28, 2009
___________________________
CHURCH
& DWIGHT CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
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Delaware
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1-10585
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13-4996950
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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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469
North Harrison Street, Princeton, New Jersey
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08543
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (609) 683-5900
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240. 14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.03. Amendments to Articles of Incorporation or By-Laws; Change in
Fiscal Year
On
January 28, 2009, the Board of Directors of Church & Dwight Co., Inc. (the
“Company”) approved amendments to the indemnification provisions contained in
Article IX of its By-Laws, effective on the same date. The amendments
principally related to the following:
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·
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An
amendment clarified that the indemnification rights of an indemnified
person under Article IX, including the person’s right to be paid by the
Company for expenses incurred in defending a proceeding in advance of its
final disposition, is considered a contract right between that person and
the Company, and no modification or repeal of the indemnification rights,
nor the adoption of any provision of the Company’s Certificate of
Incorporation or the By-Laws, nor, to the fullest extent permitted by
Delaware law, any modification of law, can eliminate or reduce the effect
of the indemnification rights in respect of any acts or failure to act
occurring before any such modification, repeal or
adoption.
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·
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An
amendment was designed to make the scope of the Company’s indemnification
obligations substantively the same as under comparable provisions in the
Company’s Certificate of Incorporation. As amended, Article IX
generally provides for the indemnification of directors, officers,
employees and agents of the Company to the fullest extent permitted by the
Delaware General Corporation Law.
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·
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An
amendment added a provision that also is contained in the Company’s
Certificate of Incorporation (i) addressing the ability of a person
entitled to indemnification to bring an action against the Company to
enforce indemnification rights and (ii) addressing procedural matters
relating to the action.
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The
description of the amendments to Article IX of the Company’s By-Laws is
qualified in its entirely by reference to the text of Article IX, as amended,
which is included in the Amended and Restated By-Laws filed as Exhibit 3.1 to
this report and is incorporated herein by reference.
ITEM
9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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3.1
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Amended
and Restated By-Laws
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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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CHURCH
& DWIGHT CO., INC.
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Date:
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February
3, 2009
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By:
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/s/ Matthew T. Farrell | |
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Name:
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Matthew
T. Farrell
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Title:
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Executive
Vice President Finance and Chief Financial
Officer
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