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) December 22, 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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR (a) On December 22, 2004, the Board of Directors of Oneida Ltd. (the "Company") further amended the Company's Amended and Restated Bylaws (the "Bylaws"). This amendment to the Bylaws deletes the provision of section 4.01 that requires the President to a member of the Executive Committee of the Board of Directors. ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS. (c.) Exhibits EXHIBIT 3.1. 1st Amendment to the Amended and Restated Bylaws of Oneida Ltd. dated as of December 22, 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/ ANDREW G. CHURCH -------------------- Andrew G. Church Senior Vice President & Chief Financial Officer Dated: December 28, 2004