Registration No. 333-
                                                                         -------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                          WATER PIK TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                        25-1843384
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


  660 NEWPORT CENTER DRIVE, SUITE 470
       NEWPORT BEACH, CALIFORNIA                                   92660
(Address of principal executive offices)                         (Zip Code)


           WATER PIK TECHNOLOGIES, INC. BROAD-BASED STOCK OPTION PLAN
                            (Full title of the plan)

                                MICHAEL P. HOOPIS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          WATER PIK TECHNOLOGIES, INC.
                       660 NEWPORT CENTER DRIVE, SUITE 470
                         NEWPORT BEACH, CALIFORNIA 92660
                     (Name and address of agent for service)

                                 (949) 719-3700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED    REGISTERED(1) OFFERING PRICE    AGGREGATE         FEE
                                      PER SHARE     OFFERING PRICE
--------------------------------------------------------------------------------

Common Stock,            11,987       $7.19(2)         $86,187          $1,234
par value                20,664       $8.17(2)         $168,825
$.01 per share           188,850      $8.25(2)        $1,558,013
                         97,521       $11.39(2)       $1,110,765
                         93,048       $14.47(2)       $1,346,405
                         53,480       $7.50(3)         $401,100
================================================================================

            (1) This Registration Statement also registers additional securities
to be offered or issued  upon  adjustments  or  changes  made to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended.

            (2) Based upon the exercise price of the options in respect of which
the shares may be issued, in accordance with Rule 457(h).

            (3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on February 3, 2000.
--------------------------------------------------------------------------------


<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following  documents filed by the Registrant with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), are incorporated by reference into
    this Registration  Statement:  (i) the Registration Statement on Form 10, as
    amended,  filed with the Commission  (File No.  001-15297)  (the "Form 10"),
    (ii) the  Registrant's  Current  Report on Form 8-K dated as of November 29,
    1999 and filed  December 1, 1999, as amended on December 6, 1999,  and (iii)
    the description of the Registrant's Common Stock contained in the Form 10.

        All documents  subsequently  filed by the Registrant with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which constitutes part of the prospectus  relating to the Water Pik
    Technologies, Inc. Broad-Based Stock Option Plan meeting the requirements of
    Section 10(a) of the Securities Act.


    ITEM 4. DESCRIPTION OF SECURITIES.

        The class of securities to be offered under this Registration  Statement
    is registered under Section 12 of the Exchange Act.


    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.


    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section  102(b)(7) of the Delaware General  Corporation Law (the "DGCL")
    permits a Delaware  corporation,  in its  certificate of  incorporation,  to
    limit or eliminate,  subject to certain statutory limitations, the liability
    of a director to the corporation or its  stockholders  for monetary  damages
    for breach of fiduciary duty, except for liability (i) for any breach of the
    director's duty of loyalty to the corporation or its stockholders,  (ii) for
    acts or omissions not in good faith or which involve intentional  misconduct
    or a knowing  violation of law, (iii) under Section 174 of the DGCL, or (iv)
    for any  transaction  from which the director  derived an improper  personal
    benefit.   Article  SEVEN  of  the  Registrant's   Restated  Certificate  of
    Incorporation   provides  that  no  director  of  the  Registrant  shall  be
    personally  liable to the Registrant or its  stockholders in accordance with
    the foregoing provisions of Section 102(b)(7).

        Under Section 145 of the DGCL, a Delaware  corporation  has the power to
    indemnify directors and officers under certain prescribed circumstances and,
    subject  to  certain  limitations,   against  certain  costs  and  expenses,
    including  attorneys' fees,  actually and reasonably  incurred in connection
    with any action, suit or proceeding, whether civil, criminal, administrative
    or  investigative,  to  which  any of them is a party by  reason  of being a
    director or officer of the Registrant if it is determined  that the director
    or the officer acted in accordance  with the applicable  standard of conduct
    set forth in such  statutory  provision.  Article EIGHT of the  Registrant's
    Restated Certificate of Incorporation provides that any person who was or is
    made a party or is threatened to be made a party to or is otherwise involved
    in any action, suit or proceeding,  whether civil, criminal,  administrative
    or  investigative,  by  reason  of the fact  that  such  person  is or was a
    director or an officer of the Registrant or is or was serving at the request
    of the  Registrant  as a  director,  officer,  employee  or agent of another
    corporation or of a partnership,  joint venture,  trust or other enterprise,


                                     II - 1
<PAGE>

    including  service with  respect to an employee  benefit  plan,  whether the
    basis of such  proceeding  is alleged  action in an  official  capacity as a
    director,  officer,  employee or agent or in any capacity while serving as a
    director, officer, employee or agent, shall be indemnified and held harmless
    by the Registrant to the fullest extent authorized by the DGCL.

        The  Registrant  has  purchased   directors'  and  officers'   liability
    insurance covering certain liabilities which may be incurred by the officers
    and directors of the Registrant in connection  with the performance of their
    duties.


    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        None.


    ITEM 8. EXHIBITS.

        The following  exhibits are filed herewith or  incorporated by reference
    as part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION

       4.1          Restated  Certificate  of  Incorporation  of the  Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  to  the
                    Registrant's  Registration Statement on Form 10/A-4 filed on
                    November 12, 1999 (File No. 001-15297)).

       4.2          Amended and Restated Bylaws of the Registrant  (incorporated
                    by  reference  to Exhibit 3.2 to  Registrant's  Registration
                    Statement  on Form 10/A-4  filed on November  12, 1999 (File
                    No. 001-15297)).

       5.1          Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder.

       23.1         Consent of Ernst & Young LLP.

       23.2         Consent  of  Kirkpatrick  &  Lockhart  LLP  (included in the
                    Opinion filed as Exhibit 5.1).

       24.1         Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).








                                     II - 2
<PAGE>

      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                     (ii) To  reflect  in the  prospectus  any  facts or  events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                    (iii) To include any  material  information  with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

      Provided,  however,  that  Paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of this
      section do not apply if the  Registration  Statement is on Form S-3,  Form
      S-8 or  Form  F-3,  and  the  information  required  to be  included  in a
      post-effective  amendment  by those  paragraphs  is  contained in periodic
      reports  filed  with or  furnished  to the  Commission  by the  Registrant
      pursuant  to  Section  13 or Section  15(d) of the  Exchange  Act that are
      incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated  by reference in the  Registration
      Statement shall be deemed to be a new Registration  Statement  relating to
      the securities  offered  therein,  and the offering of such  securities at
      that time shall be deemed to be the initial bona fide offering thereof.

                                      * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act may be permitted to  directors,  officers and  controlling
      persons  of the  Registrant  pursuant  to  the  foregoing  provisions,  or
      otherwise,  the  Registrant  has been  advised  that in the opinion of the
      Commission such  indemnification  is against public policy as expressed in
      the Securities Act and is, therefore,  unenforceable.  In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Registrant of expenses  incurred or paid by a director,  officer or
      controlling  person of the  Registrant  in the  successful  defense of any
      action,  suit or  proceeding)  is  asserted by such  director,  officer or
      controlling person in connection with the securities being registered, the
      Registrant will,  unless in the opinion of its counsel the matter has been
      settled  by  controlling  precedent,  submit  to a  court  of  appropriate
      jurisdiction  the question whether such  indemnification  by it is against
      public policy as expressed in the  Securities  Act and will be governed by
      the final adjudication of such issue.



                                     II - 3
<PAGE>

                                   SIGNATURES

        Pursuant to the  requirements  of the  Securities  Act,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for filing on Form 10 and has duly  caused  this  Registration
    Statement  to be signed on its  behalf by the  undersigned,  thereunto  duly
    authorized,  in the City of Newport Beach, State of California, on this 29th
    day of November, 1999.


                                       WATER PIK TECHNOLOGIES, INC.

                                       By: /s/ Michael P. Hoopis
                                           ------------------------------------
                                           Michael P. Hoopis
                                           President and Chief Executive Officer

        We, the  undersigned  directors and officers of Water Pik  Technologies,
    Inc.,  do hereby  constitute  and  appoint  Michael P.  Hoopis and Victor C.
    Streufert,  or either of them, our true and lawful attorneys and agents,  to
    do any  and all  acts  and  things  in our  name  and on our  behalf  in our
    capacities as directors and officers and to execute any and all  instruments
    for us and in our  names  in the  capacities  indicated  below,  which  said
    attorneys and agents,  or either of them, may deem necessary or advisable to
    enable said  corporation  to comply with the  Securities  Act and any rules,
    regulations  and  requirements  of the  Commission,  in connection with this
    Registration  Statement,  including  specifically,  but without  limitation,
    power  and  authority  to  sign  for us or any  of us in  our  names  in the
    capacities indicated below, any and all amendments (including post-effective
    amendments)  hereto  and we do  hereby  ratify  and  confirm  all that  said
    attorneys  and  agents,  or either of them,  shall do or cause to be done by
    virtue hereof.

        Pursuant to the  requirements of the Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

              SIGNATURE                 CAPACITY                     DATE
              ---------                 --------                     ----

    /s/ Michael P. Hoopis        President and Chief           November 29, 1999
    -------------------------    Executive Officer (Principal
    Michael P. Hoopis            Executive Officer) and
                                 a Director

    /s/ Victor C. Streufert      Vice President-Finance and    November 29, 1999
    -------------------------    Chief Financial Officer
    Victor C. Streufert          (Principal Financial
                                 Officer and Principal
                                 Accounting Officer)


    /s/ William G. Ouchi         Director                      November 29, 1999
    -------------------------
    William G. Ouchi


    /s/ Robert P. Bozzone        Director                      November 29, 1999
    -------------------------
    Robert P. Bozzone


    /s/ W. Craig McClelland      Director                      November 29, 1999
    -------------------------
    W. Craig McClelland


    /s/ James E. Rohr            Director                      November 29, 1999
    ------------------------
    James E. Rohr


    /s/ Charles J. Queenan, Jr.  Director                      November 29, 1999
    -------------------------
    Charles J. Queenan, Jr.




                                     II - 4
<PAGE>


                                  EXHIBIT INDEX

    EXHIBIT NO.                         DESCRIPTION
    -----------                         -----------

        4.1         Restated  Certificate  of  Incorporation  of the  Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  to  the
                    Registrant's  Registration Statement on Form 10/A-4 filed on
                    November 12, 1999 (File No. 001-15297)).

        4.2         Amended and Restated Bylaws of the Registrant  (incorporated
                    by reference to Exhibit 3.2 to the Registrant's Registration
                    Statement  on Form 10/A-4  filed on November  12, 1999 (File
                    No. 001-15297)).

        5.1         Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder.

        23.1        Consent of Ernst & Young LLP.

        23.2        Consent of  Kirkpatrick & Lockhart  (included in the Opinion
                    filed as Exhibit 5.1).

        24.1        Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).




                                     II - 5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19266}]
{"company-data": {"conformed-name": "WATER PIK TECHNOLOGIES INC", "cik": "0001094286", "assigned-sic": "3634", "irs-number": "251843384", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96447", "film-number": "528105"}, "business-address": {"street1": "660 NEWPORT CENTER DRIVE", "street2": "STE 470", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9497193700"}, "mail-address": {"street1": "660 NEWPORT CENTER DRIVE", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}}
Registration No. 333-
                                                                         -------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                          WATER PIK TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                        25-1843384
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

  660 NEWPORT CENTER DRIVE, SUITE 470
       NEWPORT BEACH, CALIFORNIA                                   92660
(Address of principal executive offices)                         (Zip Code)

           WATER PIK TECHNOLOGIES, INC. BROAD-BASED STOCK OPTION PLAN
                            (Full title of the plan)

                                MICHAEL P. HOOPIS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          WATER PIK TECHNOLOGIES, INC.
                       660 NEWPORT CENTER DRIVE, SUITE 470
                         NEWPORT BEACH, CALIFORNIA 92660
                     (Name and address of agent for service)

                                 (949) 719-3700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED    REGISTERED(1) OFFERING PRICE    AGGREGATE         FEE
                                      PER SHARE     OFFERING PRICE
--------------------------------------------------------------------------------

Common Stock,            11,987       $7.19(2)         $86,187          $1,234
par value                20,664       $8.17(2)         $168,825
$.01 per share           188,850      $8.25(2)        $1,558,013
                         97,521       $11.39(2)       $1,110,765
                         93,048       $14.47(2)       $1,346,405
                         53,480       $7.50(3)         $401,100
================================================================================

            (1) This Registration Statement also registers additional securities
to be offered or issued  upon  adjustments  or  changes  made to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended.

            (2) Based upon the exercise price of the options in respect of which
the shares may be issued, in accordance with Rule 457(h).

            (3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on February 3, 2000.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following  documents filed by the Registrant with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), are incorporated by reference into
    this Registration  Statement:  (i) the Registration Statement on Form 10, as
    amended,  filed with the Commission  (File No.  001-15297)  (the "Form 10"),
    (ii) the  Registrant's  Current  Report on Form 8-K dated as of November 29,
    1999 and filed  December 1, 1999, as amended on December 6, 1999,  and (iii)
    the description of the Registrant's Common Stock contained in the Form 10.

        All documents  subsequently  filed by the Registrant with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which constitutes part of the prospectus  relating to the Water Pik
    Technologies, Inc. Broad-Based Stock Option Plan meeting the requirements of
    Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

        The class of securities to be offered under this Registration  Statement
    is registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section  102(b)(7) of the Delaware General  Corporation Law (the "DGCL")
    permits a Delaware  corporation,  in its  certificate of  incorporation,  to
    limit or eliminate,  subject to certain statutory limitations, the liability
    of a director to the corporation or its  stockholders  for monetary  damages
    for breach of fiduciary duty, except for liability (i) for any breach of the
    director's duty of loyalty to the corporation or its stockholders,  (ii) for
    acts or omissions not in good faith or which involve intentional  misconduct
    or a knowing  violation of law, (iii) under Section 174 of the DGCL, or (iv)
    for any  transaction  from which the director  derived an improper  personal
    benefit.   Article  SEVEN  of  the  Registrant's   Restated  Certificate  of
    Incorporation   provides  that  no  director  of  the  Registrant  shall  be
    personally  liable to the Registrant or its  stockholders in accordance with
    the foregoing provisions of Section 102(b)(7).

        Under Section 145 of the DGCL, a Delaware  corporation  has the power to
    indemnify directors and officers under certain prescribed circumstances and,
    subject  to  certain  limitations,   against  certain  costs  and  expenses,
    including  attorneys' fees,  actually and reasonably  incurred in connection
    with any action, suit or proceeding, whether civil, criminal, administrative
    or  investigative,  to  which  any of them is a party by  reason  of being a
    director or officer of the Registrant if it is determined  that the director
    or the officer acted in accordance  with the applicable  standard of conduct
    set forth in such  statutory  provision.  Article EIGHT of the  Registrant's
    Restated Certificate of Incorporation provides that any person who was or is
    made a party or is threatened to be made a party to or is otherwise involved
    in any action, suit or proceeding,  whether civil, criminal,  administrative
    or  investigative,  by  reason  of the fact  that  such  person  is or was a
    director or an officer of the Registrant or is or was serving at the request
    of the  Registrant  as a  director,  officer,  employee  or agent of another
    corporation or of a partnership,  joint venture,  trust or other enterprise,

                                     II - 1
including  service with  respect to an employee  benefit  plan,  whether the
    basis of such  proceeding  is alleged  action in an  official  capacity as a
    director,  officer,  employee or agent or in any capacity while serving as a
    director, officer, employee or agent, shall be indemnified and held harmless
    by the Registrant to the fullest extent authorized by the DGCL.

        The  Registrant  has  purchased   directors'  and  officers'   liability
    insurance covering certain liabilities which may be incurred by the officers
    and directors of the Registrant in connection  with the performance of their
    duties.

    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        None.

    ITEM 8. EXHIBITS.

        The following  exhibits are filed herewith or  incorporated by reference
    as part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION

       4.1          Restated  Certificate  of  Incorporation  of the  Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  to  the
                    Registrant's  Registration Statement on Form 10/A-4 filed on
                    November 12, 1999 (File No. 001-15297)).

       4.2          Amended and Restated Bylaws of the Registrant  (incorporated
                    by  reference  to Exhibit 3.2 to  Registrant's  Registration
                    Statement  on Form 10/A-4  filed on November  12, 1999 (File
                    No. 001-15297)).

       5.1          Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder.

       23.1         Consent of Ernst & Young LLP.

       23.2         Consent  of  Kirkpatrick  &  Lockhart  LLP  (included in the
                    Opinion filed as Exhibit 5.1).

       24.1         Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).

                                     II - 2
ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                     (ii) To  reflect  in the  prospectus  any  facts or  events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                    (iii) To include any  material  information  with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

      Provided,  however,  that  Paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of this
      section do not apply if the  Registration  Statement is on Form S-3,  Form
      S-8 or  Form  F-3,  and  the  information  required  to be  included  in a
      post-effective  amendment  by those  paragraphs  is  contained in periodic
      reports  filed  with or  furnished  to the  Commission  by the  Registrant
      pursuant  to  Section  13 or Section  15(d) of the  Exchange  Act that are
      incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated  by reference in the  Registration
      Statement shall be deemed to be a new Registration  Statement  relating to
      the securities  offered  therein,  and the offering of such  securities at
      that time shall be deemed to be the initial bona fide offering thereof.

                                      * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act may be permitted to  directors,  officers and  controlling
      persons  of the  Registrant  pursuant  to  the  foregoing  provisions,  or
      otherwise,  the  Registrant  has been  advised  that in the opinion of the
      Commission such  indemnification  is against public policy as expressed in
      the Securities Act and is, therefore,  unenforceable.  In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Registrant of expenses  incurred or paid by a director,  officer or
      controlling  person of the  Registrant  in the  successful  defense of any
      action,  suit or  proceeding)  is  asserted by such  director,  officer or
      controlling person in connection with the securities being registered, the
      Registrant will,  unless in the opinion of its counsel the matter has been
      settled  by  controlling  precedent,  submit  to a  court  of  appropriate
      jurisdiction  the question whether such  indemnification  by it is against
      public policy as expressed in the  Securities  Act and will be governed by
      the final adjudication of such issue.

                                     II - 3
SIGNATURES

        Pursuant to the  requirements  of the  Securities  Act,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for filing on Form 10 and has duly  caused  this  Registration
    Statement  to be signed on its  behalf by the  undersigned,  thereunto  duly
    authorized,  in the City of Newport Beach, State of California, on this 29th
    day of November, 1999.

                                       WATER PIK TECHNOLOGIES, INC.

                                       By: /s/ Michael P. Hoopis
                                           ------------------------------------
                                           Michael P. Hoopis
                                           President and Chief Executive Officer

        We, the  undersigned  directors and officers of Water Pik  Technologies,
    Inc.,  do hereby  constitute  and  appoint  Michael P.  Hoopis and Victor C.
    Streufert,  or either of them, our true and lawful attorneys and agents,  to
    do any  and all  acts  and  things  in our  name  and on our  behalf  in our
    capacities as directors and officers and to execute any and all  instruments
    for us and in our  names  in the  capacities  indicated  below,  which  said
    attorneys and agents,  or either of them, may deem necessary or advisable to
    enable said  corporation  to comply with the  Securities  Act and any rules,
    regulations  and  requirements  of the  Commission,  in connection with this
    Registration  Statement,  including  specifically,  but without  limitation,
    power  and  authority  to  sign  for us or any  of us in  our  names  in the
    capacities indicated below, any and all amendments (including post-effective
    amendments)  hereto  and we do  hereby  ratify  and  confirm  all that  said
    attorneys  and  agents,  or either of them,  shall do or cause to be done by
    virtue hereof.

        Pursuant to the  requirements of the Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

              SIGNATURE                 CAPACITY                     DATE
              ---------                 --------                     ----

    /s/ Michael P. Hoopis        President and Chief           November 29, 1999
    -------------------------    Executive Officer (Principal
    Michael P. Hoopis            Executive Officer) and
                                 a Director

    /s/ Victor C. Streufert      Vice President-Finance and    November 29, 1999
    -------------------------    Chief Financial Officer
    Victor C. Streufert          (Principal Financial
                                 Officer and Principal
                                 Accounting Officer)

    /s/ William G. Ouchi         Director                      November 29, 1999
    -------------------------
    William G. Ouchi

    /s/ Robert P. Bozzone        Director                      November 29, 1999
    -------------------------
    Robert P. Bozzone

    /s/ W. Craig McClelland      Director                      November 29, 1999
    -------------------------
    W. Craig McClelland

    /s/ James E. Rohr            Director                      November 29, 1999
    ------------------------
    James E. Rohr

    /s/ Charles J. Queenan, Jr.  Director                      November 29, 1999
    -------------------------
    Charles J. Queenan, Jr.

                                     II - 4
EXHIBIT INDEX

    EXHIBIT NO.                         DESCRIPTION
    -----------                         -----------

        4.1         Restated  Certificate  of  Incorporation  of the  Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  to  the
                    Registrant's  Registration Statement on Form 10/A-4 filed on
                    November 12, 1999 (File No. 001-15297)).

        4.2         Amended and Restated Bylaws of the Registrant  (incorporated
                    by reference to Exhibit 3.2 to the Registrant's Registration
                    Statement  on Form 10/A-4  filed on November  12, 1999 (File
                    No. 001-15297)).

        5.1         Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder.

        23.1        Consent of Ernst & Young LLP.

        23.2        Consent of  Kirkpatrick & Lockhart  (included in the Opinion
                    filed as Exhibit 5.1).

        24.1        Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).

                                     II - 5