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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 10.0625 | 10/01/2007 | D(3) | 20,000 | 01/05/1998 | 01/05/2008 | Common Stock | 20,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 14.375 | 10/01/2007 | D(3) | 15,000 | 06/03/1998 | 06/03/2008 | Common Stock | 15,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 15 | 10/01/2007 | D(3) | 20,000 | 12/17/1998 | 12/17/2008 | Common Stock | 20,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 15.5 | 10/01/2007 | D(3) | 15,000 | 05/17/1999 | 05/17/2009 | Common Stock | 15,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 10.8125 | 10/01/2007 | D(3) | 15,000 | 05/22/2000 | 05/22/2010 | Common Stock | 15,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 10.75 | 10/01/2007 | D(3) | 20,000 | 08/15/2000 | 08/15/2010 | Common Stock | 20,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 10.13 | 10/01/2007 | D(3) | 15,000 | 05/31/2001 | 05/13/2011 | Common Stock | 15,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 12.4 | 10/01/2007 | D(3) | 15,000 | 05/14/2002 | 05/14/2012 | Common Stock | 15,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 7.62 | 10/01/2007 | D(3) | 15,000 | 05/15/2003 | 05/15/2013 | Common Stock | 15,000 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 6.68 | 10/01/2007 | D(3) | 8,334 | 05/13/2004 | 05/13/2014 | Common Stock | 8,334 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 8.5 | 10/01/2007 | D(3) | 8,333 | 05/13/2004 | 05/13/2014 | Common Stock | 8,333 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 9.5 | 10/01/2007 | D(3) | 8,333 | 05/13/2004 | 05/13/2014 | Common Stock | 8,333 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 10.59 | 10/01/2007 | D(3) | 13,300 | 06/14/2005 | 06/14/2015 | Common Stock | 13,300 | $ 18.3 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 10.59 | 10/01/2007 | D(3) | 26,700 | 06/14/2005 | 06/14/2015 | Common Stock | 26,700 | $ 18.3 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COOK JAMES S 300 NYALA FARMS ROAD WESTPORT, CT 06880 |
Senior VP, Operations | |||
| /s/ William Stammer, Attorney-in-Fact for James S. Cook | 10/03/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These securities were disposed of on October 1, 2007 by ETKM, Inc. ("ETKM"), a wholly-owned subsidiary of Energizer Holdings, Inc. ("Energizer"), through a merger (the "Merger") with and into the Issuer, under an Agreement and Plan of Merger, dated July 12, 2007, among Energizer, ETKM and the Issuer (the "Merger Agreement"). Under the terms of the Merger Agreement, the Issuer's stockholders, including the reporting person, are receiving $18.30 in cash for each share of the Issuer's common stock held prior to the Merger. Following the Merger, the Issuer became a wholly-owned subsidiary of Energizer. |
| (2) | Under the terms of the Merger Agreement, each share of the Issuer's restricted stock held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount equal to $18.30 per share (the amount per share to be received by the Issuer's stockholders in connection with Merger). |
| (3) | Under the terms of the Merger Agreement, each option to acquire shares of the Issuer's common stock, whether vested or unvested, has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount equal to $18.30 per share (the amount per share to be received by the Issuer's stockholders in connection with the Merger) less the aggregate exercise price of the option. |