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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): April 6, 2006 (March 31, 2006)
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ONEIDA LTD.
(Exact name of registrant as specified in its charter)
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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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) On March 31, 2006, Terry G. Westbrook, resigned his
position as Chief Executive Officer as of May 31, 2006.
Mr. Westbrook will remain a member of the Company's
Board of Directors (the "Board").
Certain of the information required by this Item
5.02(b) is also included in a press release dated April
6, 2006, which is attached as an exhibit to this Form.
(c) Further, Mr. James E. Joseph was appointed President of
the Company effective May 31, 2006.
Mr. Joseph, age 44, has been with the Company since
April 4, 1988, serving in various management positions
including Senior Vice President and General Manager of
the Foodservice Division, Senior Vice President and
Managing Director of International Operations and, most
recently, as Executive Vice President, Worldwide Sales
and Marketing since April 2005.
No family relationship exists among Mr. Joseph and any
of the Company's other executive officers or directors,
nor does Mr. Joseph have any relationships or
transactions with the Company or any of its subsidiaries
other than his employment by the Company. Mr. Joseph and
the Company are in the process of negotiating an
employment agreement covering the terms and conditions
of Mr. Joseph's employment in the capacity of President.
The Company contemplates that this employment agreement
will be finalized within the next few weeks. Other than
the employment agreement that will be executed between
Mr. Joseph and the Company, there is no arrangement or
understanding pursuant to which Mr. Joseph was selected
as President of the Company.
Certain of the information required by this Item 5.02
(c) is also included in a press release dated April 6,
2006, which is attached as an exhibit to this Form.
ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS.
(c.) Exhibits
EXHIBIT 99.1 Press Release dated April 6, 2006.
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: April 6, 2006