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): June 14, 2005
PLAYTEX PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
1-12620 51-0312772
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(Commission File Number) (I.R.S. Employer Identification No.)
300 NYALA FARMS ROAD, WESTPORT, CONNECTICUT 06880
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(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 341-4000
N/A
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(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 (SEE General Instruction A.2. below):
|_| 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 CONTRACT.
STOCK OPTION AND RESTRICTED STOCK GRANTS
On June 14, 2005, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of Playtex Products, Inc. (the "Company")
entered into agreements with certain directors, named executive officers and
executive officers of the Company pursuant to which options to purchase shares
of the Company's common stock ("Common Stock") and restricted shares of Common
Stock were awarded.
An aggregate of 16,940 restricted shares of Common Stock were awarded
to non-employee directors. An aggregate of 212,600 options to purchase shares of
Common Stock and 71,700 restricted shares of Common Stock were awarded to
executive directors.
Complete descriptions of the terms and conditions applicable to these
awards are set forth in the respective form award agreements, which are filed as
Exhibits 99.1 (Form of Nonqualified Stock Option Agreement), 99.2 (Form of
Director Restricted Stock Award Agreement) and 99.3 (Form of Restricted Stock
Award Agreement) and incorporated by reference herein.
CHANGE IN CONTROL STOCK AWARD TO JAMES S. COOK
On June 16, 2005, the Company entered into a Change in Control Stock
Award Agreement with James S. Cook, who is Senior Vice President, Operations.
This agreement entitles Mr. Cook, contingent upon his continued employment with
the Company, to receive, immediately prior to a Change in Control (as defined in
the Playtex Products, Inc. Stock Award Plan) that occurs (i) prior to May 31,
2006, or (ii) prior to May 31, 2007, as applicable, 50,000 or 40,000,
respectively, fully vested unrestricted shares of Common Stock pursuant to the
Playtex Products, Inc. Stock Award Plan. If there is no Change in Control, or if
Mr. Cook's employment ends for any reason prior to May 31, 2006 or May 31, 2007,
as applicable, no shares of Common Stock will be awarded to Mr. Cook. A copy of
the Change in Control Stock Award Agreement is filed as Exhibit 99.4 and
incorporated by reference herein.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Form of Nonqualified Stock Option Agreement
99.2 Form of Director Restricted Stock Award Agreement
99.3 Form of Restricted Stock Award Agreement
99.4 Change in Control Stock Award Agreement, dated June 16, 2005,
with Mr. James S. Cook, Senior Vice President, Operations
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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 thereunto duly authorized.
Date: June 20, 2005 PLAYTEX PRODUCTS, INC.
By: /s/ Paul E. Yestrumskas
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Name: Paul E. Yestrumskas
Title: Vice President, General
Counsel and Secretary
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
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99.1 Form of Nonqualified Stock Option Agreement
99.2 Form of Director Restricted Stock Award Agreement
99.3 Form of Restricted Stock Award Agreement
99.4 Change in Control Stock Award Agreement, dated June 16, 2005,
with Mr. James S. Cook, Senior Vice President, Operations
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