--------------------------------------------------------------------------------
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 (Date of earliest event reported): April 11, 2005 (April 5, 2005)
--------------------
ONEIDA LTD.
(Exact name of registrant as specified in its charter)
--------------------
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
(a) On April 5, 2005, the Board of Directors (the "Board") of
Oneida Ltd. (the "Company") approved the Oneida Ltd. Management Annual Incentive
Plan Fiscal Year January 2006 Cash Bonus (the "Incentive Plan"). The Incentive
Plan provides for the payment of cash bonuses to eligible managerial employees
in the event specified corporate and divisional performance targets are
achieved. The amount of the cash bonus is based upon a target established for
each eligible managerial employee.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(b) On April 5, 2005 the Board of the Company approved a
stock-based compensation arrangement for the non-employee members of the Board.
Under this arrangement, each non-employee Director as of October 25, 2004 was
granted 10,000 shares of "phantom stock". The value of one share of "Phantom
Stock" will be equal to the value of one share of the Company's Common Stock on
the relevant determination date. Each grant will vest at a rate of 20% on the
date of grant, 30% on October 12, 2005 and October 25, 2006, respectively, and
20% on October 25, 2007.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
(a) On April 5, 2005, the Board of the Company amended the
Company's Amended and Restated Bylaws (the "Bylaws"). These amendments to the
Bylaws (i.) revise Article I, Section 1.02, effective April 5, 2005, to give the
Board flexibility to set the date and time of the Annual Meeting of Shareholders
and (ii.) revise Article III, Section 3.01, subject to stockholder approval at
the Company's May 25, 2005 Annual Meeting of Stockholders, to reduce the minimum
required number of Board members from nine (9) to five (5).
On April 5, 2005, the Board of the Company amended the Company's
Amended and Restated Certificate of Incorporation (the "Certificate"). This
amendment to the Certificate revises Article NINTH, Section 1, subject to
stockholder approval at the Company's May 25, 2005 Annual Meeting of
Stockholders, will reduce the minimum required number of Board members from nine
(9) to five (5).
ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS.
(c.) Exhibits
EXHIBIT 3.1 2nd Amendment to the Amended and Restated Bylaws of Oneida Ltd. dated as
of April 5, 2005.
EXHIBIT 3.2 2nd Amendment to the Amended and Certificate of Incorporation of
Oneida Ltd. dated as of April 5, 2005.
EXHIBIT 10.1 Oneida Ltd. Management Annual Incentive Plan Fiscal Year January 2006 Cash Bonus.
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: April 11, 2005