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): February
6, 2006
PRESTIGE
BRANDS HOLDINGS, INC.
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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
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
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.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On
February 6, 2006, Prestige Brands Holdings, Inc. (the "Company") issued the
press release that is furnished as Exhibit 99.1 to this Current Report on Form
8-K, which by this reference is incorporated herein as if copied verbatim,
with
respect to fiscal year 2006 third quarter results of operations.
Item
7.01. Regulation FD Disclosure.
The
information set forth in Item 2.02 above is incorporated by reference as if
fully set forth herein.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements. None
(b) Pro
Forma
Financial Information. None
(c) Exhibits.
99.1
Press
Release issued by Prestige Brands Holdings, Inc. dated February 6, 2006
(furnished).
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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Dated:
February 6, 2006
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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:
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Charles
N. Jolly
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Title:
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General
Counsel
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