Prestige Brands Holdings Inc 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): September
21, 2006
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 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
1.01 Entry into a Material Definitive Agreement.
Agreement
to Acquire Wartner USA B.V.
On
September 21, 2006, Medtech Products Inc. (“Medtech”), a wholly-owned subsidiary
of Prestige Brands Holdings, Inc. (the “Registrant”), executed a Stock Sale and
Purchase Agreement, dated as of September 21, 2006 (the “Agreement”), by Lil’
Drug Store Products, Inc. (“LDS”), Wartner USA (“Wartner”), certain of LDS’
shareholders and Medtech, pursuant to which Medtech acquired all of the issued
and outstanding capital stock of Wartner. The aggregate purchase price for
the
shares of Wartner was $31,500,000, subject to certain adjustments as set forth
in the Agreement, plus certain earnout payments through December 31, 2011.
On
September 21, 2006, at the closing, Medtech paid $31,050,684 to LDS pursuant
to
the terms of the Agreement. The Registrant estimates the present value of the
earnout payments to be approximately $5,000,000. The Agreement contains
customary representations and warranties as well as indemnification provisions
which terminate at varying times.
Item
7.01. Regulation FD Disclosure.
The
information set forth in Item 1.01 above is incorporated by reference as if
fully set forth herein. A copy of the press release announcing the completion
of
the acquisition of all of the issued and outstanding capital stock of Wartner
is
furnished with this report as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
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Description
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99.1
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Press
Release dated September 25, 2006 announcing the acquisition of Wartner
USA
B.V. (furnished only).
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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:
September 27, 2006 PRESTIGE
BRANDS
HOLDINGS, INC.
By:
/s/
Charles N. Jolly
Name:
Charles N.
Jolly
Title:
Secretary and General Counsel
EXHIBIT
INDEX
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Exhibit
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Description
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99.1
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Press
Release dated September 25, 2006 announcing the acquisition of Wartner
USA
B.V. (furnished only).
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