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 25, 2006
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
(314)
985-2000
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 2.02, 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 25,
2006, the Company issued a press release announcing financial and operating
results for its second fiscal quarter ending March 31, 2006. 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.
AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS.
At
a meeting held
April 21, 2006, the Audit Committee of the Company’s Board of Directors approved
amendments to the Company’s Business Practices & Standards of Conduct, the
Company’s code of ethics applicable to all employees and officers, including the
Chief Executive Officer, the Chief Financial Officer and the Controller.
The
amendments (i) expand the Company’s prohibition on trading in securities of the
Company on the basis of material nonpublic information to include trading
in
securities of other companies on the basis of such information obtained from
the
Company or in the course of the officer’s or employee’s employment, and (ii)
expand the code’s discussion of conflicts of interest to provide that prohibited
conflicts include investments in other companies where the officer or employee
has knowledge that the Company has or expects to have business relationships
with such companies, and to provide that investments in publicly traded
securities, where the investment generally does not exceed 1% of the outstanding
shares, shall not be deemed significant and a violation of the code of
ethics.
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 25,
2006
EXHIBIT
INDEX
Exhibit
No.