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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):
March 29, 2005 (March 23, 2005)
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 23, 2005, Oneida Ltd. (the "Company") entered into a
letter agreement (the "Agreement") with Peter J. Kallet ("Mr.
Kallet") pursuant to which Mr. Kallet resigned as President
and Chief Executive Officer of the Company effective as of
March 23, 2005, but will continue as an employee of the
Company through July 2007. Also pursuant to the Agreement, Mr.
Kallet will resign from his position as a member of the
Company's Board of Directors (the "Board"), including his
position of Chairman of the Board, effective May 25, 2005, the
date of the Company's 2005 Annual Meeting of Stockholders. A
copy of the Agreement, which contains all material terms
thereof, is attached hereto as Exhibit 10.1.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Pursuant to the terms of the Agreement as described under Item
1.01 of this Current Report on Form 8-K, the Agreement
supersedes and replaces the letter agreement between Mr.
Kallet and the Company dated July 28, 2004, which is
incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the Company quarter ended July 31, 2004.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) Pursuant to the terms of the Agreement as described
under Item 1.01 of this Current Report on Form 8-K, Mr.
Kallet voluntarily resigned from his positions as
President and Chief Executive Officer of Oneida Ltd.
Mr. Kallet will remain with the Company in the capacity
of Chairman of the Board until May 25, 2005 and
thereafter in an operating position as Vice
Chairman-Strategic Alliances and Corporate Development.
On March 23, 2005 Mr. Kallet also informed the
Company that he will resign from his position as a
member of the Company's Board of Directors (the
"Board"), including his position of Chairman of the
Board, effective May 25, 2005, the date of the
Company's 2005 Annual Meeting of Stockholders.
Certain of the information required by this Item
5.02(b) is also included in a press release dated
March 23, 2005, which is attached as an exhibit to
this Form.
(c) Effective March 23, 2005 Oneida Ltd. (the "Company")
appointed Terry G. Westbrook as its President and
Chief Executive Officer.
Mr. Westbrook, age 58, has been a member of the
Company's Board since October 2004, serving on the
Board's Audit Committee, Executive Committee, and as
Chairman of the Management Development & Executive
Compensation Committee. Since 2003 Mr. Westbrook has
been a Managing Director of Foundation
Equity Investors Ltd., a private investment firm. Mr.
Westbrook held the positions of Executive Vice
President and Chief Financial Officer of Amrita
Holdings, LLC, a private equity holding company, from
2002 to 2003; Senior Vice President and Chief
Financial Officer, General Binding Corporation, an
office products manufacturer and supplier, from 1999
through 2002; Senior Vice President and Chief
Financial Officer of Utilicorp United, an energy
company, from 1996 through 1998; Senior Vice
President and Chief Financial Officer of the Quaker
Oats Company from 1991 through 1996, and other
executive positions with the Quaker Oats Company from
1984 through 1991; and Vice President, Corporate
Development, Stokely-Van Camp, Inc., a consumer foods
and edible oils manufacturer, from 1982 through 1984.
Previously, Mr.
Westbrook held corporate and operating management
positions within General Mills Inc. Mr.
Westbrook received an A.B. in Economics from the
University of Michigan and an M.B.A. from
Northwestern University.
No family relationship exist among Mr. Westbrook and
any of the Company's other directors or executive
officers, nor does Mr. Westbrook have any
relationships or transactions with the Company or any
of its subsidiaries other than his employment by the
Company and position on the Company's Board. Mr.
Westbrook and the Company are in the process of
negotiating an employment agreement covering the
terms and conditions of Mr. Westbrook's employment in
the capacity of President and Chief Executive
Officer. While the material terms of this employment
agreement have not yet been fixed, the Company
contemplate that this employment agreement will be
finalized within the next few weeks. Other than the
employment agreement that will be executed between
Mr. Westbrook and the Company, there is no
arrangement or understanding pursuant to which Mr.
Westbrook was selected as an officer of the Company.
Certain of the information required by this Item 5.02
(c) is also included in a press release dated March
23, 2005, which is attached as an exhibit to this
Form.
ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS.
(c.) Exhibits
EXHIBIT 10.1 Letter Agreement dated March 23, 2005.
EXHIBIT 99.1 Press Release dated March 23, 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: March 29, 2005