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, 2004 ----------------------------- ONEIDA LTD. (Exact name of Registrant as specified in its charter) NEW YORK 1-5452 15-0405700 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 163-181 KENWOOD AVENUE, ONEIDA, NEW YORK 13421 ------------------------------------------------------------------------------- (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code (315) 361-3000 ----------------------------- Former name or former address, if changed since last report N/A -------------------- ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b.) As indicated in the Press Release attached hereto as Exhibit 99.1, Oneida Ltd. (the "Company") has completed the reconstitution of its Board of Directors (the "Board"). Effective October 25, 2004, the following Company Board members voluntarily resigned their positions as directors of the Company: William F. Allyn, Georgia S. Derrico, J. Peter Fobare, Whitney D. Pidot, Catherine H. Suttmeier and William M. Tuck. In their places, the following individuals were appointed directors of the Company effective October 25, 2004: William C. Langley, Hugh R. Rovit, Christopher H. Smith, Fred Spivak, Terry G. Westerbrook and Nick White. ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS. (c.) Exhibits EXHIBIT 99.1 Press release dated October 26, 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 hereunto duly authorized. ONEIDA LTD. By: /s/ GREGG R. DENNY ------------------ Gregg R. Denny Vice President, Finance Dated: October 26, 2004