UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): JULY 9, 2003 HELEN OF TROY LIMITED (Exact name of registrant as specified in its charter) BERMUDA 0-23312 74-2692550 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) CLARENDON HOUSE CHURCH STREET HAMILTON, BERMUDA (Business Address of Registrant) ONE HELEN OF TROY PLAZA EL PASO, TEXAS 79912 (United States Mailing Address of Registrant) Registrant's telephone number, including area code: (915) 225-8000 NO CHANGE (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are furnished with this report on Form 8-K: EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 Press Release, dated July 9, 2003 99.2 Text of conference call held July 9, 2003 ITEM 9. REGULATION FD DISCLOSURE (PURSUANT TO "ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION"). In accordance with the instructions of SEC Release Nos. 33-8216 and 34-47583, the following information, required to be furnished under "Item 12. Results of Operations and Financial Condition," is included under "Item 9. Regulation FD Disclosure." The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or any proxy statement or report or other document we may file with the SEC, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing. On July 9, 2003, Helen of Troy Limited issued a press release announcing its results for the fiscal quarter ending May 31, 2003. A copy of this press release is attached hereto as Exhibit 99.1. Additionally, on July 9, 2003, Helen of Troy Limited held a conference call discussing its results for the fiscal quarter ending May 31, 2003. A copy of the text of this conference call is attached hereto as Exhibit 99.2. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HELEN OF TROY LIMITED Date: July 16, 2003 By: /s/ Gerald J. Rubin ------------------------------------ Name: Gerald J. Rubin Title: Chairman of the Board, Chief Executive Officer and President EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 Press Release, dated July 9, 2003 99.2 Text of conference call held July 9, 2003