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Registration No. 333-30016
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WATER PIK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1843384
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
23 CORPORATE PLAZA, SUITE 246
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices)
WATER PIK TECHNOLOGIES, INC.
DEFERRED COMPENSATION PLAN
(Full title of the plan)
RICHARD D. TIPTON
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
WATER PIK TECHNOLOGIES, INC.
23 CORPORATE PLAZA, SUITE 246
NEWPORT BEACH, CALIFORNIA 92660
(Name and address of agent for service)
(949) 719-3700
(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (File No. 333-30016) (the "Registration Statement") is
filed for the purpose of noting that the Water Pik Technologies, Inc. Deferred
Compensation Plan (the "Plan") has been amended and restated, effective July 1,
2001, by the adoption of the CORPORATEplan for Retirement Select Plan Adoption
Agreement and Basic Plan Document, as sponsored by Fidelity Management &
Research Company (the "Fidelity Prototype Plan Document"). The Plan was further
amended, effective July 1, 2001, to conform the Fidelity Prototype Plan Document
to the provisions of the Plan prior to its amendment and restatement to the
extent that the Fidelity Prototype Plan Document did not otherwise contain such
provisions, and to simplify and modify the Fidelity Prototype Plan Document to
be consistent with Fidelity Management Trust Company procedures. In addition,
this Post-Effective Amendment No. 1 revises the description of the Plan set
forth in the original Registration Statement to better reflect its operation and
administration. In addition, the Registrant established a "rabbi trust,"
effective July 1, 2001, to hold assets for the payment of benefits under the
Plan and has appointed Fidelity Management Trust Company as trustee.
To the extent that this Post-Effective Amendment does not
specifically amend or modify any terms or provisions of the Registration
Statement as previously filed, this Post-Effective Amendment shall have no
effect on those terms and provisions and they shall continue in full force and
effect.
The filing of this Post-Effective Amendment to the Registration
Statement is not an admission by the Registrant that the Deferred Compensation
Obligations (as defined in Item 4 of Part II of the Registration Statement, as
amended herein) are securities or are subject to the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act").
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AMENDMENTS TO PART II
OF REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-30016)
FOR THE WATER PIK TECHNOLOGIES, INC. DEFERRED COMPENSATION PLAN
AMENDMENT NO. 1. Item 4 of Part II of the Registration Statement is hereby
amended in its entirety to read as follows:
ITEM 4. DESCRIPTION OF SECURITIES.
The following summarizes the deferred compensation obligations
("Deferred Compensation Obligations") created pursuant to the Water Pik
Technologies, Inc. Deferred Compensation Plan (the "Plan"). Effective July 1,
2001, Water Pik Technologies, Inc. (the "Corporation") amended and restated the
Plan by adopting the Adoption Agreement and Basic Plan Document for the
CORPORATEplan for Retirement Select Plan, as sponsored by Fidelity Management &
Research Company (the "Fidelity Prototype Plan Document"). The Fidelity
Prototype Plan Document is attached hereto as Exhibit 4.1 and incorporated
herein by reference. The Plan was further amended by Amendment No. 1, effective
July 1, 2001, to conform the Fidelity Prototype Plan Document to the provisions
of the Plan prior to its amendment and restatement to the extent that the
Fidelity Prototype Plan Document did not otherwise contain such provisions.
Amendment No. 1 to the Plan, as amended and restated, is attached hereto as
Exhibit 4.2 and is incorporated herein by reference. This summary describes the
Plan as amended and restated, effective July 1, 2001, and as further amended by
Amendment No. 1, effective July 1, 2001. This summary further is qualified in
its entirety by reference to the terms of the Fidelity Prototype Plan Document
filed as Exhibit 4.1 hereto and Amendment No. 1 filed as Exhibit 4.2 hereto.
Certain members of management, directors and highly compensated
employees of the Corporation and its subsidiaries (each a "participant") are
permitted to defer salary and bonuses, if any, pursuant to the Plan. When a
participant makes a deferral election under the Plan, the Corporation retains
the amount deferred and credits the value of such amount by book entry to an
account maintained under the Plan for the participant. The Corporation then
assumes a general, unsecured obligation to pay the participant in the future the
deferred amount in accordance with the terms of the Plan under which salary or
bonuses were deferred, as adjusted during the deferred period in accordance with
applicable investment measures as selected by the participant.
In addition, effective April 1, 2000, employee Plan participants
who are eligible to make salary and bonus deferrals may elect to have deferred
to the Plan the portion of the participant's compensation that the participant
would be able to defer to the Corporation's tax-qualified 401(k) plan but for
the compensation and nondiscrimination limitations of the Code.
The Plan further provides that the Corporation will make a
matching contribution with respect to amounts deferred to the Plan equal to (i)
50% of the total amount deferred, or (ii) 50% of the first 6% of each
participant's salary and/or bonus that exceeds the compensation limit of Code
Section 401(a)(17) (for 2001, $170,000), whichever amount is less.
Also, the Plan provides a basic contribution for any eligible
participant whose annual compensation exceeds the Section 401(a)(17) limit (for
2001, $170,000). For each such participant, the Corporation will contribute to
the Plan an amount equal to 4.5% of the participant's compensation that exceeds
the limit. In addition, if the Corporation makes a profit sharing contribution
to the Water Pik Technologies, Inc. Retirement Plan in any year, the Corporation
will contribute to the Plan an amount equal to the percentage of the profit
sharing contribution multiplied by the participant's compensation that exceeds
the Section 401(a)(17) limit.
Generally, payments of the Deferred Compensation Obligations
will be made from the general assets of the Corporation. Each participant is a
general unsecured creditor of the Corporation with a claim against the
Corporation for the amount the participant has deferred, as adjusted during the
deferral period in accordance with the applicable investment measures as
selected by the participant. The Deferred Compensation Obligations are unsecured
general obligations of the Corporation and rank equally with other unsecured and
subordinated indebtedness of the Corporation from time to time outstanding.
Participants receive quarterly statements about their
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accounts under the Plan. The Corporation determines the investment measures
available under the Plan. Each participant may elect to allocate the
participant's account among the available measures and may change the allocation
in accordance with the terms of the Plan. A participant's benefits under the
Plan may be adjusted to reflect gains, losses, earnings, expenses, including any
applicable taxes, or other adjustments related to the investment measures
elected by the participant.
Notwithstanding any of the foregoing, effective July 1, 2001,
the Corporation established a trust (the "Trust") to assist in the investment of
assets and payment of benefits under the Plan. The Trust is a model "rabbi
trust" arrangement in accordance with Revenue Procedure 92-64, issued by the
Internal Revenue Service. Fidelity Management Trust Company has been appointed
trustee of the Trust. Amounts held under the Trust may only be used to pay
benefits under the Plan or to satisfy claims of the Corporation's general
creditors.
Participants may not assign or transfer the Deferred
Compensation Obligations, other than by designating a beneficiary or
beneficiaries to receive payment if a participant dies before receiving full
payment of the vested amount credited to the participant's account, and the
Deferred Compensation Obligations shall not be subject to alienation,
encumbrance, garnishment, attachment, execution or levy.
Payment of Deferred Compensation Obligations generally is made
at the time and in the manner elected by the participants at the time of the
deferral election as permitted by the Plan. Payment elections for salary
deferrals for a subsequent calendar year may be changed by filing a new election
form on or before November 1 of the preceding calendar year. Bonus deferral
elections are irrevocable and apply only to the bonus payable with respect to
services performed during the calendar year for which the election is made. Each
participant (or, in the case of the participant's death, the participant's
beneficiary) shall be entitled to receive a distribution under the Plan as soon
as practicable following the participant's termination, disability or other
qualifying event as defined in the Plan. A participant receiving benefits under
short-term disability or on an approved leave of absence shall not be deemed to
have terminated employment for the purposes of the Plan. The amount payable to a
participant shall be the amount credited to the participant's account.
The Deferred Compensation Obligations are not convertible into
securities of the Corporation, and participants have no voting rights with
respect to the Deferred Compensation Obligations. The Deferred Compensation
Obligations will not have the benefit of any negative pledge or other
affirmative or negative covenant on the part of the Corporation. Each
participant will be responsible for acting independently with respect to, among
other things, the giving of notices, responding to any request for consents,
waivers, or amendments to the Deferred Compensation Obligations, enforcing
covenants and taking action upon any default.
The Plan is administered by the Vice President -- Human
Resources of the Corporation (the "Plan Administrator"). The Plan Administrator
serves without compensation for his or her services. The Plan Administrator has
the full discretion to construe and interpret the terms and provisions of the
Plan, provided administration of the Plan is done in a uniform and
nondiscriminatory manner and in accordance with laws applicable to the Plan. The
Plan Administrator may appoint any agent or otherwise delegate to such person
such powers and duties in connection with administration of the Plan as the Plan
Administrator may specify.
The Personnel and Compensation Committee of the Board of
Directors of the Corporation has the right to amend, modify, suspend or
terminate the Plan, in whole or in part, at any time. No such amendment,
modification, suspension or termination, however, will reduce amounts then
credited to a participant's account.
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AMENDMENT NO. 2. Item No. 8 of Part II of the Registration Statement is amended
by the deletion of Exhibit No. 4.1, which is replaced by the following Exhibits:
EXHIBIT NO. DESCRIPTION
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4.1 Water Pik Technologies, Inc. Deferred Compensation Plan, as
amended and restated effective July 1, 2001.
4.2 Amendment No. 1 to the Water Pik Technologies, Inc. Deferred
Compensation Plan, as amended and restated effective July 1, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to the S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Newport Beach, State
of California, on this 18th day of July, 2001.
WATER PIK TECHNOLOGIES, INC.
By: /s/ Michael P. Hoopis
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Michael P. Hoopis
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the S-8 Registration Statement has been signed by the
following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
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/s/ Michael P. Hoopis President and Chief Executive July 18, 2001
------------------------------- Officer (Principal Executive
Michael P. Hoopis Officer), Director and
Attorney-in-Fact appointed
pursuant to Power of Attorney
previously filed as part of the
S-8 Registration Statement
/s/ Victor C. Streufert Vice President--Finance and Chief July 18, 2001
------------------------------- Financial Officer (Principal
Victor C. Streufert Financial Officer and Principal
Accounting Officer) and
Attorney-in-Fact appointed pursuant
to Power of Attorney previously filed
as part of the S-8 Registration
Statement
/s/ William G. Ouchi Director July 18, 2001
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William G. Ouchi
/s/ Robert P. Bozzone Director July 18, 2001
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Robert P. Bozzone
/s/ W. Craig McClelland Director July 18, 2001
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W. Craig McClelland
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Signature Capacity Date
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/s/ Charles J. Queenan, Jr. Director July 18, 2001
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Charles J. Queenan, Jr.
/s/ James E. Rohr Director July 18, 2001
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James E. Rohr
/s/ F. Peter Cuneo Director July 18, 2001
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F. Peter Cuneo
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the Water Pik Technologies, Inc. Executive Deferred
Compensation Plan has duly caused this Post-Effective Amendment No. 1 to the S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport Beach, State of California, on July 18,
2001.
WATER PIK TECHNOLOGIES, INC. -
EXECUTIVE DEFERRED COMPENSATION PLAN
By: /s/ Victor C. Streufert
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Victor C. Streufert
Vice President -- Finance &
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Water Pik Technologies, Inc. Deferred Compensation
Plan, as amended and restated effective July 1, 2001.
4.2 Amendment No. 1 to the Water Pik Technologies, Inc.
Deferred Compensation Plan, as amended and restated
effective July 1, 2001.
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