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
18, 2006
PRESTIGE
BRANDS HOLDINGS, INC.
|
Delaware
|
001-32433
|
20-1297589
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
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.
On
September 18, 2006, Prestige Brands Holdings, Inc. (the “Registrant”), Medtech
Products Inc., a wholly-owned subsidiary of the Registrant (“Medtech”), Aspen
Pharmacare Holdings Limited (“Holdings”) and Pharmacare Limited, a wholly-owned
subsidiary of Holdings (“Aspen/Pharmacare”) entered into a Supply Agreement (the
“Supply Agreement”) pursuant to which Aspen/Pharmacare will manufacture and
supply to Medtech certain Clear eyes® and Murine® eye care products (the
“Products”). Commencing on January 1, 2009 and terminating on December 31, 2013
(unless otherwise extended pursuant to the terms of the Supply Agreement),
Aspen/Pharmacare will exclusively sell and supply the Products to Medtech,
and
Medtech will exclusively purchase from Aspen/Pharmacare all of Medtech’s and its
affiliates’ requirements for sale in the U.S. and Canada. Prior to January 1,
2009, Medtech shall have the right to purchase certain of its requirements
for
the Products from Aspen/Pharmacare, Abbott Laboratories (“Abbott”) and/or any
other third-party supplier. Prior to December 31, 2007, Abbott has agreed to
produce the Products for Medtech in excess of Medtech’s existing 2007 forecasts
until Abbott closes it manufacturing facility on such date. Any excess demand
for Products that cannot be produced by Abbott to ensure adequate inventory
of
the Products for Medtech and its affiliates in 2008 shall be obtained by Medtech
through a designated back-up supplier.
The
Registrant has decided to enter into the Supply Agreement since Abbott, a
supplier to Medtech of certain of the Products, has informed the Registrant
that
it will not continue to supply such Products to Medtech upon expiration on
December 31, 2007 of the supply agreement between Medtech and Abbott. The
Registrant selected Aspen/Pharmacare as a contract manufacturer for the Products
since Aspen/Pharmacare is a multinational world-class pharmaceutical
manufacturer and distributor. Holdings and Aspen/Pharmacare are located in
South
Africa and Holdings is a publicly-traded company on the South African Stock
Exchange. Aspen/Pharmacare has strategic manufacturing agreements with several
leading pharmaceutical multinational companies, including GlaxoSmithKline,
Eli
Lily, Bristol-Myers Squibb, Merck and Roche.
In
connection with the execution of the Supply Agreement, Holdings and
Aspen/Pharmacare have agreed to construct a new manufacturing facility (the
“Facility”) to accommodate all of Medtech’s purchase requirements under the
Supply Agreement. The parties to the Supply Agreement expect that the
construction of the Facility and regulatory compliance for the Facility and
the
Products will be completed in time for Aspen/Pharmacare to begin supplying
Medtech of all of its contractual requirements for the Products on and after
January 1, 2009. Under the Supply Agreement, Medtech’s costs for the Products
(including delivery to the U.S.) are substantially similar to what it currently
pays to Abbott for such Products.
Pursuant
to the terms of the Supply Agreement, the Registrant has guaranteed the payment
and performance by Medtech of all of Medtech’s obligations contained in the
Supply Agreement. In addition, Holdings has guaranteed the payment and
performance by Aspen/Pharmacare of all of Aspen/Pharmacare’s obligations
contained in the Supply Agreement.
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 21,
2006
PRESTIGE
BRANDS HOLDINGS, INC.
By:
/s/
Charles N. Jolly
Name:
Charles N.
Jolly
Title:
Secretary and General Counsel