Edgar Filing: PLAYTEX PRODUCTS INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2005
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________

PLAYTEX PRODUCTS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 51-0312772
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

300 NYALA FARMS ROAD
WESTPORT, CONNECTICUT 06880

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

PLAYTEX PRODUCTS, INC. STOCK AWARD PLAN
PLAYTEX 2003 STOCK OPTION PLAN FOR DIRECTORS AND EXECUTIVE AND KEY EMPLOYEES OF
PLAYTEX PRODUCTS, INC.
(Full title of the plan)

PAUL E. YESTRUMSKAS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PLAYTEX PRODUCTS, INC.
300 NYALA FARMS ROAD
WESTPORT, CONNECTICUT 06880
(203) 341-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

__________________________________________________________
CALCULATION OF REGISTRATION FEE
===============================================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE(4) REGISTRATION FEE
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Common Stock, par value $0.01 per share 4,000,000 $10.82 (2) $43,280,000.00 $5,094.06
issuable under the Stock Award Plan
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Common Stock, par value $0.01 per share 2,000,000 $10.88 (3) $21,760,000.00 $2,561.16
issuable under the 2003 Stock Option Plan
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Total 6,000,000 $65,040,000.00 $7,655.22
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(1) 4,000,000 shares under the Stock Award Plan and 2,000,000 shares under the
2003 Stock Option Plan, plus such additional shares of Common Stock as may
be issueable pursuant to adjustments for dividends, splits, combinations or
other changes or recapitalizations or similar transactions.
(2) The Proposed Maximum Offering Price was determined with respect to the
Stock Award Plan, by averaging the high and low prices of the Common Stock
of Playtex Products, Inc. ("PYX") as reported by the New York Stock
Exchange on June 6, 2005.
(3) The Proposed Maximum Offering Price was determined, with respect to the
2003 Stock Option Plan, by taking the closing price of the Common Stock
$0.01 per share par value ("Common Stock"), of Playtex Products, Inc.
("PYX") as reported by the New York Stock Exchange on June 6, 2005.
(4) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended.

EXPLANATORY NOTE

Playtex Products, Inc. (the "Company") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, (the "Securities Act"), (i) to register 4,000,000 shares of its
common stock that are reserved for issuance under our Playtex Products, Inc.
Stock Award Plan and (ii) to increase by 2,000,000 the number of shares
registered under the Playtex 2003 Stock Option Plan for Directors and Executive
and Key Employees of Playtex Products, Inc. (previously known as the Playtex
1994 Stock Option Plan for Directors and Executive and Key Employees of Playtex
Products, Inc.) (the Stock Award Plan and the 2003 Stock Option Plan together
called "the Plans")

Pursuant to General Instruction E of Form S-8, the contents of (i) the
Registration Statement on Form S-8 (File No. 333-74586) previously filed by
Playtex Products, Inc. with the Securities and Exchange Commission on December
5, 2001 (ii) the Registration Statement on Form S-8 (File No. 333-32114)
previously filed by Playtex Products, Inc. with the Securities and Exchange
Commission on March 10, 2000 (iii) the Registration Statement on Form S-8 (File
No. 333-48461) previously filed by Playtex Products, Inc. with the Securities
and Exchange Commission on March 23, 1998 and (iv) the Registration Statement on
Form S-8 (File No. 333-31703) previously filed by Playtex Products, Inc., with
the Securities and Exchange Commission on July 21, 1997, are hereby incorporated
by reference in this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to the Note to Part I of Form
S-8 and Rule 424 under the Securities Act. The information required in this
Section 10(a) prospectus is included in documents being maintained by the
Company and being delivered to participants under the Plans as required by Part
I of Form S-8 and by Rule 428 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Company with the Commission are
incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 25, 2004.

2. The Company's Quarterly Report on Form 10-Q for the quarter
ended April 2, 2005.

3. The Company's Current Reports on Form 8-K filed on January
25, 2005 and March 30, 2005.

4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (File No. 33-71512).

In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and made a part hereof from the date of the
filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

NOT APPLICABLE

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of the Company's Common Stock being
registered pursuant hereto has been passed upon by Paul E. Yestrumskas, Vice
President, General Counsel and Secretary of the Company. Mr. Yestrumskas
beneficially owns 9,500 shares of the Company's Common Stock and underlying
vested options for 158,334 shares of the Company's Common Stock, and is eligible
to receive awards under the Plans.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") grants
a Delaware corporation the power to indemnify any director, officer, employee or
agent against reasonable expenses (including attorneys' fees) incurred by him in
connection with any proceeding brought by or on behalf of the corporation and
against judgments, fines, settlements and reasonable expenses (including
attorneys' fees) incurred by him in connection with any other proceeding, if (a)
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and (b) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Except as ordered by a court, however, no indemnification is to be
made in connection with any proceeding brought by or in the right of the
corporation where the person involved is adjudged to be liable to the
corporation.

Section 8 of the Company's restated certificate of incorporation and
Section 13.1 of the Company's by-laws provide that the Company shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, or was a director or officer of the Company or is or was
serving at the written request of the Company as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorney's fees) reasonably incurred by such person; provided, however, that we
shall be required to indemnify a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by our board of directors.

Section 102 of the DGCL permits the limitation of directors' personal
liability to the corporation or its stockholders for monetary damages for breach
of fiduciary duties as a director except for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) breaches under section 174 of the DGCL, which relate to
unlawful payments of dividends or unlawful stock repurchase or redemptions, and
(iv) any transaction from which the director derived an improper personal
benefit.

Section 7 of the Company's restated certificate of incorporation limits
the personal liability of our directors to the fullest extent permitted by
paragraph (7) of subsection (b) of section 102 of the DGCL.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

NOT APPLICABLE

ITEM 8. EXHIBITS.

3.1 Restated Certificate of Incorporation, as amended through June 6, 1995.
(Incorporated herein by reference to Exhibit 3.2 of the Company's Form
8-K, dated June 6, 1995.)

3.2 By-laws of the Company, as amended through May 31, 2001. (Incorporated
herein by reference to Exhibit 3 of the Company's Form 10-Q for the
period ended June 30, 2001, dated August 14, 2001.)

3.3 Playtex Products, Inc. Stock Award Plan (Incorporated by reference
from the definitive Proxy Statement on Form DEF 14A filed on April 8,
2005).

3.4 Playtex Products, Inc. 2003 Stock Option Plan (Incorporated by
reference from the definitive Proxy Statement on Form DEF 14A filed on
April 8, 2003)

5.1 Opinion of Paul E. Yestrumskas.

23.1 Consent of Paul E. Yestrumskas (included in Exhibit 5.1).

23.2 Consent of KPMG LLP.

24 Power of Attorney (included on signature pages of this Part II).

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually, or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's Certificate of
Incorporation or by-laws, by contract, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES OF PLAYTEX PRODUCTS, INC.

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Westport, State of Connecticut, on June 9, 2005.

PLAYTEX PRODUCTS, INC.

By: /s/ Paul E. Yestrumskas
---------------------------------------
Name: Paul E. Yestrumskas
Title: Vice President, General Counsel
and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Playtex Products, Inc. hereby constitutes and appoints Paul E.
Yestrumskas and Kris J. Kelley, and each of them, as attorneys-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to sign
any amendments to this registration statement (including post-effective
amendments), and to file the same with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact, or any of them, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated effective June 9, 2005.

SIGNATURE TITLE
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/s/ Douglas D. Wheat
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Douglas D. Wheat Chairman of the Board and Director

/s/ Neil P. DeFeo
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Neil P. DeFeo President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Kris J. Kelley
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Kris J. Kelley Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

------------------------------
Herbert M. Baum Director

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Michael R. Eisenson Director

/s/ Ronald B. Gordon
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Ronald B. Gordon Director

/s/ Robert B. Haas
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Robert B. Haas Director

/s/ R. Jeffrey Harris
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R. Jeffrey Harris Director

SIGNATURE TITLE
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/s/ C. Ann Merrifield
------------------------------
C. Ann Merrifield Director

/s/ Susan R. Nowakowski
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Susan R. Nowakowski Director

/s/ Todd D. Robichaux
------------------------------
Todd D. Robichaux Director

EXHIBIT INDEX

EXHIBIT DESCRIPTION
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