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 22, 2003
ELIZABETH ARDEN, INC.
(Exact name of registrant as specified in its charter)
Florida 1-6370 59-0914138
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14100 N.W. 60th Avenue, Miami Lakes, Florida 33014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 818-8000
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On October 22, 2003, Elizabeth Arden, Inc. (the "Company") closed the
public offering of 5,750,000 shares of its common stock at $18.25 per share. The
Company sold 3,666,667 shares in the offering and the selling shareholder, an
affiliate of Unilever, sold 2,083,333 shares.
The Underwriting Agreement relating to the common stock, and the
opinion of Weil, Gotshal & Manges LLP regarding the validity of the common
stock, sold in the offering are filed as Exhibits 1.1 and 5.1, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement, dated October 16, 2003,
among Elizabeth Arden, Inc., the underwriters named
therein and Conopco, Inc., as selling stockholder.
5.1 Opinion of Weil, Gotshal & Manges LLP.
99.1 Press Release dated October 22, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On October 22, 2003, the Company issued a press release to announce
the closing of the common stock offering. In accordance with General
Instruction B.2 of Form 8-K, the information contained in said press release
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
A copy of the press release is attached to this Form 8-K as Exhibit
99.1.
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SIGNATURE
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.
ELIZABETH ARDEN, INC.
Date: October 23, 2003 /s/ Stephen J. Smith
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Stephen J. Smith
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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1.1 Underwriting Agreement, dated October 16, 2003, among
Elizabeth Arden, Inc., the underwriters named therein and
Conopco, Inc., as selling stockholder.
5.1 Opinion of Weil, Gotshal & Manges LLP.
99.1 Press Release dated October 22, 2003.
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