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: August 17, 2006
ENERGIZER
HOLDINGS, INC.
|
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
(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
1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
August 17, 2006, the Company entered into a 2006 Put/Call Order Specification
which increased the transaction amount under the Amended and Restated Prepaid
Share Option Agreement dated as of May 31, 2002, and amended August 28, 2003,
between the Company and Citigroup Global Markets Limited (“Prepaid Share Option
Agreement”).
Because
a portion
of the Company’s deferred compensation liabilities are based upon the Company’s
common stock price, the Company is subject to market risk, which can result
in
significant expense volatility. In order to mitigate this market risk,
the
Company entered into the Prepaid Share Option Agreement. The Prepaid Share
Option Agreement, as modified by the 2005 Put/Call Order Specification
(which
was filed as an exhibit to the Company’s Current Report on Form 8-K dated
November 30, 2005), and the 2006 Put/Call Order Specification, (which is
filed
as an exhibit to this Current Report), creates a hedge for the Company’s
stock-denominated liabilities by establishing a series of countering put/call
options with respect to the Company’s common stock. Changes in value of the
put/call options are recorded in selling, general and administrative expense
and
are intended to counter gains or losses in the Company’s benefit liabilities
denominated in common stock equivalents. The 2006 Put/Call Order Specification
increased the number of countering put/call options in order to counter
an
increase in stock-denominated liabilities.
The
form of the
2006 Put/Call Order Specification is attached to this filing as Exhibit 10.1,
and the Prepaid Share Option Agreement is filed as an exhibit to the Company’s
Annual Report on Form 10K for the year ended September 30, 2003.
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:
August 18,
2006
EXHIBIT
INDEX
Exhibit
No.