Unassociated Document
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): June 10, 2005
HELEN
OF TROY LIMITED
(Exact
name of registrant as specified in its charter)
|
BERMUDA |
001-14669 |
74-2692550 |
|
(State
or other jurisdiction |
(Commission |
(IRS
Employer |
|
of
incorporation) |
File
Number) |
Identification
No.) |
CLARENDON
HOUSE
CHURCH
STREET
HAMILTON,
BERMUDA
(Business
address of registrant)
ONE HELEN
OF TROY PLAZA
EL PASO,
TEXAS 79912
(United
States mailing address of registrant)
Registrant's
telephone number, including area code: (915) 225-8000
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
5.02. |
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS;
APPOINTMENT OF PRINCIPAL
OFFICERS |
Effective
June 10, 2005, James C. Swaim, resigned from Helen of Troy Limited's board of
directors. Mr. Swaim had been a director since August 2004 and since that time
had served as Chairman of the Company's Audit Committee.
Mr.
Swaim, was recently named the Chief Financial Officer of Hillwood Development
Corporation, a Dallas-based real estate development company. He stated in his
letter of resignation, "I have accepted a position with another company which
will require my full attention."
Gerald
Rubin, Chairman of Helen of Troy Limited's board of directors stated, "Although
Jim was with us a relatively short time, he made a substantial contribution. We
understand his decision in light of his new responsibilities with Hillwood and
wish him the best in his new endeavor."
With the
recommendation of our Nominating and Corporate Governance Committee, Helen of
Troy's Board of Directors has appointed Mr. Adolpho R. Telles to our Board of
Directors, effective June 10, 2005, to fill the vacancy created by Mr. Swaim's
resignation. Mr. Telles, age 55, is a Certified Public Accountant and business
consultant providing advisory services to entities in the area of corporate
governance, internal auditing, and compliance with the Sarbanes Oxley Act of
2002. Prior to November of 1993, Mr. Telles was a partner with the accounting
firm of KPMG LLP, and its predecessors for over 16 years. The Board has
determined that Mr. Telles meets the NASDAQ and SEC independence and financial
experience requirements to serve on Helen of Troy's Board. Mr. Telles will serve
on the Company's audit committee and qualifires as an "audit committee financial
expert."
| ITEM
9.01. |
FINANCIAL
STATEMENTS, PRO FORMA FINANCIAL
EXHIBITS |
The
following exhibits are furnished with this report on Form 8-K:
|
99.1 |
Letter
of Resignation from Helen of Troy Limited's board of directors dated June
10, 2005 from James C. Swaim |
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.
| |
HELEN
OF TROY LIMITED |
| |
|
|
June
14, 2005 |
By: |
/s/
Vincent Carson |
|
Date |
|
Vincent
Carson |
| |
|
Vice
President, General Counsel and
Secretary |
| |
|
|
EXHIBIT
INDEX
|
Exhibit
No. |
|
Description |
|
99.1 |
|
Letter
of Resignation from Helen of Troy Limited's board of directors dated June
10, 2005 from James C. Swaim |