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): August 14, 2008
___________________________
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
8.01. Other Events.
As
disclosed in its quarterly report on Form 10-Q for the quarter ended June 27,
2008, Church & Dwight Co., Inc. (the “Company”) announced that it was
redeeming all of its outstanding 5.25% Senior Convertible Debentures due 2033
(the “Debentures”) on August 15, 2008 (the "Redemption Date") at 101.50% of the
principal amount of the Debentures. In lieu of surrendering the Debentures for
cash, holders could elect to convert their Debentures into shares of Company
common stock. The conversion rate was 32.26 shares of Company common stock per
$1,000 principal amount of Debentures (equivalent to a conversion price of
$31.00 per share). In order to exercise the conversion right, holders had to
surrender their Debentures for conversion prior to the close of business on
August 14, 2008 (the “Conversion Date”). At the time the Debentures
were called for redemption, $99,894,000 principal amount of Debentures were
outstanding.
As of the
Conversion Date, holders of $99,886,000 principal amount of the Debentures that
were outstanding when the Debentures were called for redemption converted their
Debentures into 3,222,293 shares of Company common stock, and on the Redemption
Date, the Company redeemed the remaining $8,000 principal amount of Debentures
for a total redemption price of $8,120.
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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August
19, 2008
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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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