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: April 28, 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
(Address of
Principal Executive Offices) (Zip Code)
(314)
985-2000
(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 OPERATIONS AND FINANCIAL CONDITION.
The information
furnished pursuant to this Item 12, including the attached Exhibit, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
On April 28,
2005, Energizer Holdings, Inc. issued a press release announcing financial and
operating results for the second fiscal quarter ending March 31, 2005. This
press release, which included the attached unaudited Statement of Earnings for
the quarter, is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM 5.05.
AMENDMENT TO THE REGISTRANT’S CODE OF ETHICS
On April 27, 2005,
the Audit Committee of the Board of Directors of the Company approved adoption
of a separate Code of Business Conduct for Members of the Board of Directors.
Members of the Board had been covered by the Company’s Business Practices and
Standards of Conduct, which is posted on the Company’s website at energizer.com,
but as that code primarily addressed employee activity, it was believed
advisable to adopt a code of ethics specifically for Board members. The new Code
of Business Conduct for Members of the Board of Directors addresses the issues
required to be addressed by the New York Stock Exchange Corporate Governance
Rules, and has been posted on the Company’s website.
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: April 28,
2005
EXHIBIT
INDEX
Exhibit
No.