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): April 30, 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
1.01 Entry Into a Material Definitive Agreement
On April
30, 2008, the Board of Directors (the “Board”) of Church & Dwight Co., Inc.
(the “Company”), upon the recommendation of the Compensation & Organization
Committee of the Board (the “Committee”), approved an amendment to
the Church & Dwight Co., Inc. Deferred Compensation Plan for Directors (the
“Plan”). The Plan is a nonqualified deferred compensation plan under
which Directors may defer payment of fees earned as a member of the Board.
The Plan was amended and restated, effective May 1, 2008, to (i) provide that
all distributions to participants under the Plan shall be made in shares of
Company common stock and that such shares shall be issued pursuant to the Church
& Dwight Co., Inc. Omnibus Equity Compensation Plan, which was approved by
shareholders on May 1, 2008, and (ii) bring the Plan into compliance with
Section 409A of the Internal Revenue Code of 1986.
ITEM
1.01 Entry Into a Material Definitive Agreement
On May 1,
2008, the stockholders of the Company approved the Church & Dwight Co., Inc.
Omnibus Equity Compensation Plan (the “Omnibus Plan”), which was adopted by the
Board on March 5, 2008, subject to stockholder approval. Effective
with such approval, no further grants will be made under the Company’s Stock
Award Plan, Stock Option Plan for Directors and Directors Compensation
Plan.
Under the
Omnibus Plan, selected employees and non-employee members of the Board will have
the opportunity to receive grants of equity-based awards. The Omnibus
Plan provides that grants may be made in any of the following forms: incentive
stock options, nonqualified stock options, stock units, stock awards, stock
appreciation rights and other stock-based awards. The Plan authorizes
up to 4,000,000 shares of common stock for issuance. Within this
limit, no more than 1,000,000 shares of common stock may be issued under stock
awards, stock units and other stock-based awards. The Omnibus Plan
initially will be administered and interpreted by the Committee.
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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May
6, 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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