================================================================================ As filed with the Securities and Exchange Commission on March 30, 2005 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): March 24, 2005 PLAYTEX PRODUCTS, INC. ---------------------- (Exact name of registrant as specified in its charter) Delaware 1-12620 51-0312772 ------------------------------- ------------ ------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 300 Nyala Farms Road, Westport, Connecticut 06880 ------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (203) 341-4000 -------------- N/A ------------------------------------------------------------- (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: [_] 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)) ================================================================================ SECTION 5 -- CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (c). On March 28, 2005, Playtex Products, Inc. (the "Company") issued a press release announcing the appointment of Ronald Gordon as a director of the Company. This appointment was made effective March 24, 2005. The press release issued by the Company announcing this appointment is attached as Exhibit 99.1 to this report. SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits Exhibit Number Title -------------- --------------------------------------------- 99.1 Press Release of Playtex Products, Inc. dated March 28, 2005. FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are intended to come within the safe harbor protection provided by those statutes. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Company's actual results are identified in Part I of the Company's Annual Report on Form 10-K for the year ended December 25, 2004. 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 thereunto duly authorized. PLAYTEX PRODUCTS, INC. Date: March 30, 2005 By: /s/ KRIS J. KELLEY ------------------ ------------------------------- Kris J. Kelley Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)