================================================================================ As filed with the Securities and Exchange Commission on October 25, 2006 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): October 25, 2006 PLAYTEX PRODUCTS, INC. ---------------------- (Exact name of registrant as specified in its charter) Delaware 1-12620 51-0312772 ------------------------------- ------------------------- -------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) 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 2 -- FINANCIAL INFORMATION Item 2.02 Results of Operations and Financial Condition. On October 25, 2006, Playtex Products, Inc. (the "Company") issued a press release announcing its results of operations for the quarter ended September 30, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. 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 October 25, 2006 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, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2005. Page 2 of 3 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: October 25, 2006 By: /s/ KRIS J. KELLEY -------------------- ------------------------------------ Kris J. Kelley Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: October 25, 2006 By: /s/ JOHN J. MCCOLGAN -------------------- ------------------------------------ John J. McColgan Vice President--Corporate Controller and Treasurer (Principal Accounting Officer) Page 3 of 3