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): October 5, 2006
________________________________
HELEN
OF TROY LIMITED
(Exact
name of registrant as specified in its charter)
________________________________
Commission
File Number: 001-14669
|
Bermuda
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74-2692550
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
|
incorporation
or organization)
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Identification
No.)
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CLARENDON
HOUSE
CHURCH
STREET
HAMILTON,
BERMUDA
(Business
address of registrant)
ONE
HELEN
OF TROY PLAZA
EL
PASO,
TEXAS 79912
(United
States mailing address of registrant and zip code)
915-225-8000
(Registrant’s
telephone number, including area code)
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))
Item
2.02 Results of Operation and Financial
Condition.
On
October 5, 2006, Helen of Troy Limited (the "Company") issued a press release
announcing its results for the three- and six-months ended August 31, 2006.
Additionally, on October 5, 2006, the Company held a conference call discussing
its results for the same periods mentioned above. With this Form 8-K, we are
furnishing copies of the press release (attached hereto as Exhibit 99.1) and
the
text of the conference call (attached hereto as Exhibit 99.2). The press release
and copy of the text of this conference call are also provided on the Investor
Relations Page of our website at: http://www.hotus.com.
The
Company desires to avail itself of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (the "Act") and is including this
cautionary statement for the express purpose of availing itself of the
protection afforded by the Act. The accompanying press release and conference
call transcript contain certain forward-looking statements, which are subject
to
change. A number of risks or uncertainties could cause actual results to differ
materially from historical or anticipated results or from the results or effects
contemplated by the forward-looking statements. Generally, the words
"anticipates," "believe," "believes," "expects," "expected," "should,"
"expectation," "hope," "forecasting" and other similar words identify
forward-looking statements. The Company cautions readers not to place undue
reliance on forward-looking statements. The actual results may differ materially
from those described in any forward-looking statements. The Company intends
its
forward-looking statements to speak only as of the time of such statements,
and
does not undertake to update or revise them as more information becomes
available. Additional information concerning potential factors that could affect
the Company's financial results and the forward-looking statements is included
in the Company's Form 10-K for the year ended February 28, 2006 and the Form
10-Q for the quarter ended August 31, 2006.
The
information in this Form 8-K and the Exhibits attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under
the
Securities Act of 1933 or any proxy statement or report or other document we
may
file with the SEC, regardless of any general incorporation language in any
such
filing, except as shall be expressly set forth by specific reference in such
filing.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release, dated
October 5, 2006
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99.2
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|
Text
of conference call held October 5,
2006
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HELEN
OF TROY LIMITED
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|
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Date: October
10, 2006
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/s/
Vincent D. Carson
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Vincent
D. Carson
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Vice-President,
General Counsel and Secretary
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Index
to Exhibits
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Exhibit
Number
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|
Description
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99.1
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Press
Release, dated
October 5, 2006
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99.2
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Text
of conference call held October 5,
2006
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