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 (Date of earliest event reported) December 22, 2004 -------------------------------- ONEIDA LTD. (Exact name of Registrant as specified in its charter) NEW YORK 1-5452 15-0405700 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 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 ------------------------------ Former name or former address, if changed since last report N/A --------------------- ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT (a) On December 22, 2004, the Board of Directors of Oneida Ltd. (the "Company") further amended the Company's 2003 Non-Employee Directors Stock Option Plan, as amended (the "Plan"). This amendment to the Plan increases the number of shares granted by the Section 5(a) Initial Award from 1,000 shares to 3,000 shares and provides a special one-time grant of 3,000 shares to the non-employee directors continuing in office after the October 25, 2004 Board reconstitution. 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 -------------------- Andrew G. Church Senior Vice President & Chief Financial Officer Dated: December 28, 2004