As filed with the Securities and Exchange Commission on June 23, 2004 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 22, 2004 PLAYTEX PRODUCTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-12620 51-0312772 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number Identification No.) 300 NYALA FARMS ROAD WESTPORT, CONNECTICUT 06880 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 341-4000 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On June 23, 2004, Playtex Products, Inc. (the "Company") issued a press release announcing that Michael R. Gallagher, the Company's Chief Executive Officer, plans to retire at or prior to the end of the year. Under the terms of Mr. Gallagher's retirement agreement, Mr. Gallagher has agreed with the Company as to certain non-competition and non-solicitation provisions for a five-year period following his retirement. Mr. Gallagher will receive a payment of $2.5 million upon his retirement. In addition, $5.0 million will be paid to him ratably over twenty-four months commencing in January 2005. These payments will be recorded ratably as an expense over the five-year period of the non-competition and non-solicitation provisions. A copy of the press release is filed as Exhibit 99.1, and a copy of the retirement agreement is filed as Exhibit 10.1 to this to this Current Report on Form 8-K and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 10.1 Retirement Agreement, dated June 22, 2004, between Playtex Products, Inc. and Michael R. Gallagher 99.1 Press Release, dated June 23, 2004, issued by Playtex Products, Inc. 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. Dated: June 23, 2004 PLAYTEX PRODUCTS, INC. By: /s/ Glenn A. Forbes --------------------------------------- Name: Glenn A. Forbes Title: Executive Vice President and Chief Financial Office EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 10.1 Retirement Agreement, dated June 22, 2004, between Playtex Products, Inc. and Michael R. Gallagher 99.1 Press Release, dated June 23, 2004, issued by Playtex Products, Inc.