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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 9, 2005 (September 6, 2005)
ONEIDA LTD.
(Exact name of registrant as specified in its charter)
New York 1-5452 15-0405700
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
163-181 Kenwood Avenue, Oneida, New York 13421
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 361-3000
Not Applicable
(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 Instructions 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 AGREEMENT.
On September 6, 2005 Oneida Ltd. entered into an Employment Agreement (the
"Agreement") with Terry G. Westbrook, the Company's President and Chief
Executive Officer ("Mr. Westbrook"). This Agreement provides that Mr.
Westbrook will be employed by the Company as President and Chief Executive
Officer for a term expiring May 31, 2006, at an annual base salary of
$400,000.00. In addition, the Agreement requires the Company to pay or
reimburse Mr. Westbrook for various housing and travel expenses while
residing in Oneida, NY. The Agreement further provides for a sign on bonus,
participation in the Company's annual cash incentive plan, reimbursement of
legal expenses relating to the drafting of the Agreement, participation in any
long term incentive plan developed by the Company and payment of board fees for
work done prior to Mr. Westbrook's employment.
ITEM 7.01. REGULATION FD DISCLOSURE
On September 7, 2005, Oneida Ltd. (the "Company") issued a press release
announcing its financial results for the second fiscal quarter ended July 30,
2005. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in Item 7.01 to this Form 8-K and Exhibit 99.1 shall
not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934,
nor shall they be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS.
(c.) Exhibits
EXHIBIT 10.1 Agreement dated September 6, 2005.
EXHIBIT 99.1 Press Release dated September 7, 2005.
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.
ONEIDA LTD.
By: /s/ ANDREW G. CHURCH
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Andrew G. Church
Senior Vice President &
Chief Financial Officer
Dated: September 9, 2005