Amendment No. 1 To Form 11-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 11-K/A

Amendment No. 1

 


(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              .

Commission File Number 1-10585

 


 

A. Full title of plan and the address of the plan, if different from that of the issue named below:

CHURCH & DWIGHT CO., INC. PROFIT SHARING PLAN

 

B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office:

CHURCH & DWIGHT CO., INC.

469 NORTH HARRISON STREET

PRINCETON, NEW JERSEY 08543-5297

 


Explanatory Note:

This Form 11-K/A amends the Annual Report on Form 11-K filed on July 11, 2006 for the Church & Dwight Co., Inc. Profit Sharing Plan for the year ended December 31, 2005. This filing includes a revised Report on Financial Statements, dated as of May 19, 2006, correcting, among other items, the Statement of Net Assets Available for Benefits as of December 31, 2005, the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2005 and the Schedule of Assets Held for Investment Purposes as of December 31, 2005.


Table of Contents

CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

Index

 

     Page

Report of Independent Registered Public Accounting Firm

   2

Statements of Net Assets Available for Benefits December 31, 2005 and 2004

   3

Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2005 and 2004

   4

Notes to Financial Statements

   5-11

Schedule of Assets Held for Investment Purposes (Schedule H, Line 4i) December 31, 2005

   12

 

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Table of Contents

Report of Independent Registered Public Accounting Firm

The Retirement and Administrative Committee,

Plan Administrator and Participants

Church & Dwight Co., Inc. Profit Sharing Plan

We have audited the accompanying statements of net assets available for benefits of Church & Dwight Co., Inc. Profit Sharing Plan as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Church & Dwight Co., Inc. Profit Sharing Plan as of December 31, 2005 and 2004, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

As further discussed in Note 9 to the financial statements, the Retirement and Administrative Committee of Church & Dwight Co., Inc. approved the renaming and amendment of the Plan and the establishment of a new plan, effective January 1, 2006.

/s/ J.H. Cohn LLP

Roseland, New Jersey

May 19, 2006

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2005 AND 2004

 

     2005    2004
ASSETS      

Investments, at fair value

   $ 212,105,477    $ 199,968,745

Participant loans

     2,343,679      1,963,198
             

Totals

     214,449,156      201,931,943
             

Receivables:

     

Employer contributions

     9,852,700      10,313,507

Participant contributions

     260      11,434
             

Totals

     9,852,960      10,324,941
             

Cash

     202      31,371
             

Net assets available for benefits

   $ 224,302,318    $ 212,288,255
             

See Notes to Financial Statements.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2005 AND 2004

 

     2005    2004

Investment income:

     

Net appreciation in fair value of investments

   $ 3,373,922    $ 24,467,093

Dividend and interest income

     5,317,552      3,235,136
             

Totals

     8,691,474      27,702,229
             

Contributions:

     

Participant

     11,168,121      10,186,323

Employer

     9,531,804      10,929,646
             

Totals

     20,699,925      21,115,969
             

Totals

     29,391,399      48,818,198
             

Deductions from net assets attributable to:

     

Distributions to participants

     17,372,454      12,034,974

Other charges

     4,882      18,589
             

Totals

     17,377,336      12,053,563
             

Net increase in plan assets

     12,014,063      36,764,635

Net assets available for benefits:

     

Beginning of year

     212,288,255      175,523,620
             

End of year

   $ 224,302,318    $ 212,288,255
             

See Notes to Financial Statements.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan:

The following description of the Church & Dwight Co., Inc. (the “Company”) Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General:

Effective July 1, 1994, the Church & Dwight Co., Inc. Profit Sharing Plan and the Church & Dwight Co., Inc. Savings Plan were merged, with the profit sharing plan being the survivor of the merger. Effective with the merger described above, the Plan was amended and restated to provide a cash or deferred arrangement (Internal Revenue Code Section 401(k)), for after-tax employee contributions and employer matching contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act (“ERISA”).

All employees of the Company are eligible for participation in the Plan except for the following:

Hourly employees from Green River, Wyoming, hired before July 1, 1987 are not permitted to share in the allocation of any profit sharing contributions if the employee made an irrevocable election to stay in the Church & Dwight Co., Inc. Pension Plan For Green River Plant Hourly-Paid Employees. All hourly employees in Green River, Wyoming are eligible to make pre- and post-tax contributions and receive Company match.

Employees of the Syracuse, New York plant, whose employment was covered under the terms of a labor agreement between the Company and the United Steelworkers of America, Local 1263, shall not be permitted to share in the allocation of profit sharing contributions or to elect to have basic or additional pre-tax contributions made to the Plan.

Effective July 1, 2001, a regular employee shall include any nonunion hourly-paid employee of the Company who is employed at the Company’s North Brunswick, New Jersey, Harrisonville, Missouri, or Chicago, Illinois facilities. Employees at the Company’s North Brunswick, New Jersey facility were not permitted to share in any allocations of profit sharing contributions until January 1, 2003.

Employees at the London, Ohio facility who are members of the United Industrial Workers Service, Transportation, Professional and Government Union of North America, were not permitted to share in any allocations of profit sharing contributions and/or matching contributions until January 1, 2002.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan (continued):

Administrative expenses:

Certain administrative costs are paid by the Company.

Contributions:

Participants may elect to make basic pre- or post-tax contributions of 1% to 6% of compensation, provided, however, that all allotments must be fixed in multiples of 1%. Participants may also elect to make additional pre- and post-tax contributions not to exceed 6%. Total participant contributions cannot exceed 12% of compensation. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. The Company matches an amount equal to 50% of each participant’s basic pre- or post-tax contribution.

Company matching contributions are invested in the Company Stock Fund. Participants specify which investment funds, in increments of 5% that their contributions are invested in, provided that not more than 50% of such contributions are contributed to the Company Stock Fund. Effective January 1, 2002, participants who attain or have attained age 55 and have completed 10 years of services may direct their matching contribution account be invested in any one or more investment funds.

As of each December 31, the Company shall make a profit sharing contribution to the fund in such amount, if any, as the Board in its discretion deems appropriate; provided, however, that the minimum contribution shall be 4% for 2003 and beyond as long as this plan design is in place.

The participant will specify in which investment fund, in increments of 5%, that the Company’s profit sharing contributions to their account will be invested.

A participant may, with the consent of the Plan administrator, make a rollover contribution to the Plan at any time. Rollover contributions are assets transferred to the Plan from a qualified savings plan in which employees participated prior to their employment by the Company.

Participant accounts:

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contributions and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan (continued):

Vesting:

Participants are fully vested at all times in their basic and additional pre- or post-tax contributions and rollover contributions. Participants vest in the Company’s matching contributions at the rate of 20% for each year of service, as defined in the Plan document and will become 100% vested after 5 years of service.

Participants vest in their profit sharing accounts as follows:

 

Service

   Vested
Percentage
 

Less than 2 years

   0 %

2 years but less than 3 years

   25  

3 years but less than 4 years

   50  

4 years but less than 5 years

   75  

5 years or more

   100  

Upon termination of employment for any reason, other than retirement, death or total and permanent disability, a participant shall be entitled to a benefit equal to the vested portion, if any, of the participant’s profit sharing account and Company matching contributions. A participant shall be 100% vested in the participant’s profit sharing account and Company matching contributions upon the attainment of normal retirement age, death or disability.

Participant loans:

A participant may request a loan to be made from the value of the vested portion of the participant’s account subject to authorization of the plan administrator and other provisions of the Plan. Loans are secured by an equivalent lien on the participant’s nonforfeitable interest in the Plan and bear interest at the prevailing rate for similar loans. Principal and interest are paid ratably through weekly payroll deductions.

Distributions:

The normal form of a benefit payment shall be a single life annuity, payable monthly and terminating with the last payment preceding the participant’s death. If the participant is married on the date benefits commence, the participant shall automatically receive a qualified joint and survivor annuity under which the benefits shall continue following the participant’s death to the surviving spouse during the spouse’s lifetime at a rate that is 50% of the amount payable during the joint lives of the participant and spouse and is the actuarial equivalent of a single life annuity for the life of the participant. The participant may elect a lump sum payment in lieu of the monthly annuity.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan (concluded):

Forfeitures:

Forfeitures of nonvested Company matching and profit-sharing contributions are used to reduce future Company contributions. During the years ended December 31, 2005 and 2004, Company matching and profit-sharing contributions were reduced by $207,976 and $317,254, respectively, for such forfeitures. The amount in the forfeitures account was $518,838 and $517,573 as of December 31, 2005 and 2004 respectively.

Note 2 - Summary of significant accounting policies:

Basis of presentation:

The accompanying financial statements are prepared on the accrual basis of accounting.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Investment valuation and income recognition:

Investments in mutual funds are carried at market as determined by Mercer Trust Company (the “Trustee”), which was changed from the Former Trustee, Putnam Fiduciary Trust Company, on January 1, 2005, based upon quoted market prices. The investment in Company common stock is valued at the closing price as quoted by a national exchange. In accordance with this policy, the net gain (loss) for each year is reflected in the statements of changes in net assets available for benefits. Participant loans are valued at their outstanding balance, which approximate fair value.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis.

Payment of benefits:

Benefits are recorded when paid.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

Note 3 - Investments:

The following table presents investments that represent 5% or more of the Plan’s net assets at December 31, 2005 and 2004:

 

     2005    2004

Church & Dwight Co., Inc. common stock

   $ 71,260,324    $ 77,738,184

Putnam Voyager Fund

     18,480,869      17,453,044

Putnam Stable Value Fund

     32,681,057      29,401,776

Putnam International Equity Fund

     11,503,118      —  

Neuberger Berman Genesis Fund

     11,313,532      —  

The Plan’s investment assets appreciated (depreciated) in fair value as determined by quoted market prices as follows:

 

     2005     2004  

Company Stock Fund

   $ (1,044,597 )   $ 17,173,117  

PIMCO Total Return Fund

     (153,708 )     (37,071 )

George Putnam Fund of Boston

     (63,173 )     504,688  

Putnam Growth and Income Fund

     111,450       530,053  

Putnam Vista Fund

     1,093,618       1,444,114  

Putnam Voyager Fund

     849,597       768,294  

Putnam Asset Allocation Growth Fund

     —         558,363  

Putnam Asset Allocation Balanced Fund

     —         482,392  

Putnam Asset Allocation Conservative Fund

     —         63,651  

Putnam International Equity Fund

     1,028,683       1,171,317  

Neuberger Berman Genesis Fund

     1,185,911       857,360  

Vanguard S&P 500 Index Fund

     180,151       382,280  

Lord Abbett Mid Cap Value Fund

     (48,082 )     568,555  

ING Index Plus Small Cap Fund

     (943 )     —    

Putnam Stable Value Fund

     (865 )     (20 )

Putnam Retirementready Maturity Fund

     (4,657 )     —    

Putnam Retirementready 2010 Fund

     (3,460 )     —    

Putnam Retirementready 2015 Fund

     (12,595 )     —    

Putnam Retirementready 2020 Fund

     92,858       —    

Putnam Retirementready 2025 Fund

     52,683       —    

Putnam Retirementready 2030 Fund

     48,781       —    

Putnam Retirementready 2035 Fund

     33,208       —    

Putnam Retirementready 2040 Fund

     19,291       —    

Putnam Retirementready 2045 Fund

     9,424       —    

Putnam Retirementready 2050 Fund

     347       —    
                

Totals

   $ 3,373,922     $ 24,467,093  
                

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

Note 4 - Nonparticipant-directed investments:

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows as of December 31, 2005 and 2004 and for the years then ended:

 

     2005     2004  

Net assets:

    

Company Stock Fund

   $ 2,793,697     $ 3,380,868  
                

Changes in net assets:

    

Net appreciation (depreciation)

   $ (2,705 )   $ 796,419  

Dividends/interest

     5,244       3,743  

Employer contributions

     903,655       1,055,914  

Terminations and withdrawals

     (150,720 )     (152,629 )

Forfeitures

     (95,591 )     (92,681 )

Transfers to participant - directed investments

     (1,307,301 )     (1,535,512 )

Loans

     (33,483 )     (135,186 )

Fees and miscellaneous

     93,730       91,157  
                

Net increase (decrease)

     (587,171 )     31,225  

Balance, beginning of year

     3,380,868       3,349,643  
                

Balance, end of year

   $ 2,793,697     $ 3,380,868  
                

Only the Company matching contributions made to the Company Stock Fund are nonparticipant-directed investments.

Note 5 - Related party transactions:

The Trustee is provided with the authority to invest, sell, dispose of or otherwise deal with such assets held in trust based on the most recent agreement dated July 1, 1996 with the Company. Certain Plan investments are in shares of mutual funds managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions.

The Company is also a party-in-interest to the Plan under the definition provided in Section 3 (14) of ERISA. Therefore, the Company’s common stock transactions qualify as party-in-interest transactions.

Note 6 - Plan termination:

The Company intends to continue the New Plans (see Note 10) indefinitely, but reserves the right to terminate them at any time, subject to the provisions of ERISA. Upon termination of the New Plans or upon complete discontinuance of contributions, all participants will become fully vested in their account balances under the Plans.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

Note 7 - Tax status:

The Internal Revenue Service has determined and informed the Company by letter dated August 20, 2003, that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.

Note 8 - Risks and uncertainties:

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

Note 9 - Subsequent events:

Effective January 1, 2006, the Plan was renamed the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees and amended to exclude salaried employees. Coincident with such changes, the Company established the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees (collectively, the “New Plans”) to which the account balances of salaried employees under the Plan were transferred.

 

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CHURCH & DWIGHT CO., INC.

PROFIT SHARING PLAN

EIN #13-4996950

Plan #006

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

(Schedule H, Line 4i)

DECEMBER 31, 2005

 

Identity of Issuer, Borrower,

Lessor, or Similar Party

  

Investment
Description

   Cost   

Current

Value

*Church & Dwight Co., Inc.

   Common Stock    $ 33,759,198    $ 71,260,324

*PIMCO Total Return Fund

   Mutual Fund      9,856,879      9,827,896

*George Putnam Fund of Boston

   Mutual Fund      8,272,780      8,367,843

*Putnam Growth and Income Fund

   Mutual Fund      6,553,387      6,685,761

*Putnam Vista Fund

   Mutual Fund      9,536,997      10,057,396

*Putnam Voyager Fund

   Mutual Fund      17,790,030      18,480,869

*Putnam Retirementready Maturity

   Mutual Fund      503,575      503,034

*Putnam Retirementready 2010 Fund

   Mutual Fund      2,036,595      2,036,657

*Putnam Retirementready 2015 Fund

   Mutual Fund      4,094,364      4,087,314

*Putnam Retirementready 2020 Fund

   Mutual Fund      4,866,158      4,882,931

*Putnam Retirementready 2025 Fund

   Mutual Fund      3,077,897      3,095,340

*Putnam Retirementready 2030 Fund

   Mutual Fund      2,151,187      2,171,317

*Putnam Retirementready 2035 Fund

   Mutual Fund      1,355,698      1,371,272

*Putnam Retirementready 2040 Fund

   Mutual Fund      1,075,142      1,086,232

*Putnam Retirementready 2045 Fund

   Mutual Fund      297,861      302,892

*Putnam Retirementready 2050 Fund

   Mutual Fund      26,195      26,209

ING Index Plus Small Cap Fund

   Mutual Fund      54,822      54,781

*Putnam Stable Value Fund

   Mutual Fund      32,681,058      32,681,057

*Putnam International Equity Fund

   Mutual Fund      10,950,722      11,503,118

Neuberger Berman Genesis Fund

   Mutual Fund      10,903,018      11,313,532

Vanguard S&P 500 Index Fund

   Mutual Fund      5,962,071      6,074,459

Lord Abbett Mid Cap Value Fund

   Mutual Fund      6,055,765      6,235,243
                
        171,861,399      212,105,477

Participant loans (various maturity dates, with interest rates ranging from 5.0% to 8.0%)

   Loan      —        2,343,679
                

Totals

      $ 171,861,399    $ 214,449,156
                

* Party-in-interest.

 

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EXHIBIT INDEX

 

Exhibit
Number
  

Description

23.1    Consent of Independent Registered Public Accounting Firm


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees [or other persons who administer the plan] have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Church & Dwight Co., Inc. Profit Sharing Plan
Date:   November 15, 2006   By:  

/s/ Gary P. Halker

    Name:   Gary P. Halker
    Title:  

Vice President, Finance and Treasurer

Church & Dwight Co., Inc.