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: December 14, 2005
ENERGIZER
HOLDINGS, INC.
(Exact
name of
Registrant as specified in its charter)
|
MISSOURI
|
1-15401
|
No.
43-1863181
|
|
(State
or
Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO 63141
(314)
985-2000
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Following
the
Company’s acquisition of the worldwide Schick-Wilkinson Sword business in 2003,
it has identified synergistic opportunities between its primary battery and
wet-shaving businesses, and where appropriate, has implemented changes in
operations, including consolidation of distribution in the United States
and
Latin America. As part of that ongoing process, the Company has reviewed
supply
chain opportunities in Europe which could reduce shipping costs and eliminate
duplicative overheads. Based upon that review, management has obtained Board
approval to implement several key changes to the Company’s European distribution
and co-packing activities, including expansion of a 3rd
party
distribution
center in Belgium to handle all distribution for Europe, and the proposed
closure of the Company’s battery packaging facility in Caudebec, France, with
consignment of those packaging activities to the battery manufacturing
facilities. On December 14, 2005, the Company began redundancy negotiations
with
the Company’s Central Works Council in France, the initial step in the proposed
closing of that facility.
In
October, 2005,
the Nominating and Executive Compensation Committee (the “Committee”) of the
Board of Directors of the Company approved the Company’s 2006 Annual and
Long-Term Bonus Program which established potential bonuses for key employees,
including the Executive Officers, dependent upon earnings per share and/or
operating profit results for fiscal years 2006 and 2007. The Committee also
approved a general policy which provides, for purposes of determining whether
bonus targets have been achieved, that no adjustments will be made to GAAP
earnings per share and operating profit results except for non-cash
(i.e.
without direct economic substance), unusual, or non-recurring accounting
impacts
or changes in accounting treatment, or, in limited exceptional circumstances
with the specific approval of the Committee, for major unusual items, such
as
plant closings and restructurings approved by the full Board. In accordance
with
that policy, the Committee
has determined,
with respect to the Company’s 2006 Annual and Long-Term Bonus Program, that
because of the significant and unusual nature of the European restructuring
and
proposed closure of the Caudebec facility, a limited adjustment from the
previously established earnings per share and operating profit targets for
fiscal year 2006 will be permitted. The permitted adjustment will be equal
to
actual expenses incurred in the restructuring project, including the proposed
facility closure, up to a maximum amount which has been established by the
Committee. However,
in
recognition of the fact that the restructuring project is anticipated to
generate future cost savings, the Committee also determined that earnings
per
share and operating profit targets for fiscal year 2007 under the 2007 Annual
and Long-Term Bonus Program (which targets will be set at a percentage above
actual fiscal year 2006 results, as determined by the Committee in October
of
2006) will be additionally increased by a set amount, equal to currently
anticipated annual savings from the restructuring project.
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.
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
December 14,
2005