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.)



    23 CORPORATE PLAZA, SUITE 246
       NEWPORT BEACH, CALIFORNIA                                  92660
(Address of principal executive offices)                       (Zip Code)



                          WATER PIK TECHNOLOGIES, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                MICHAEL P. HOOPIS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          WATER PIK TECHNOLOGIES, INC.
                          23 CORPORATE PLAZA, SUITE 246
                         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 EACH CLASS                   PROPOSED       PROPOSED        AMOUNT OF
 OF SECURITIES TO BE  AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
     REGISTERED       REGISTERED(1) OFFERING PRICE    AGGREGATE          FEE
                                       PER UNIT     OFFERING PRICE
--------------------------------------------------------------------------------

Deferred Compensation
 Obligations(2)(3)     $10,000,000        N/A         $10,000,000       $2,640

--------------------------------------------------------------------------------

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

      (2)  The Deferred  Compensation Obligations are unsecured  obligations  of
Water Pik  Technologies,  Inc.  to pay  deferred  compensation  in the future in
accordance with the terms of the Water Pik Technologies, Inc. Executive Deferred
Compensation Plan.

      (3)  Pursuant  to Rule  415(c)  under  the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Water Pik Technologies,  Inc. Executive Deferred
Compensation Plan.
--------------------------------------------------------------------------------


<PAGE>

                                  INTRODUCTION

      Water Pik  Technologies,  Inc. (the  "Corporation" or the "Registrant") is
filing this Registration  Statement because of the uncertainty as to whether the
Deferred  Compensation  Obligations  (as  defined  below)  would  or  should  be
considered  "securities" or be subject to registration  under the Securities Act
of 1933,  as amended (the  "Securities  Act").  The filing of this  Registration
Statement is not an admission by the Registrant  that the Deferred  Compensation
Obligations  are securities or are subject to the  registration  requirements of
the Securities Act.














                                     II - 1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  document  filed by the  Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act is
    incorporated  by  reference  into  this  Registration  Statement:   (i)  the
    Registration  Statement  on Form 10, as amended,  filed with the  Commission
    (File No. 001-15297),  and (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.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange
    Act of  1934,  as  amended  (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.  Executive  Deferred   Compensation  Plan  meeting  the
    requirements of Section 10(a) of the Securities Act.


    ITEM 4. DESCRIPTION OF SECURITIES.

      The  following   summarizes  the  $10,000,000  of  deferred   compensation
    obligations  ("Deferred  Compensation  Obligations") created pursuant to the
    Water Pik  Technologies,  Inc.  Executive  Deferred  Compensation  Plan (the
    "Plan"). This summary is qualified in its entirety by reference to the terms
    of the Plan filed as Exhibit 4 hereto and incorporated herein by reference.

      Certain  members of management and other highly  compensated  employees of
    the  Corporation  and its  subsidiaries  are  permitted  to defer salary and
    bonuses,  if any,  pursuant to the Plan.  When an employee  makes a deferral
    election under the Plan,  the  Corporation  retains the amount  deferred and
    credits  the value of such  amount by book  entry to an  account  maintained
    under  the  Plan  for  the  employee  of the  Corporation  or  participating
    subsidiary  of the  Corporation.  The  Corporation  then  assumes a general,
    unsecured obligation to pay the employee (a "participant") in the future the
    deferred  amount in accordance with the terms of the Plan under which salary
    or  bonuses  were  deferred,  as  adjusted  during  the  deferred  period in
    accordance   with  applicable   investment   measures  as  selected  by  the
    participant.

      In addition,  effective April 1, 2000, Plan  participants who are eligible
    to make salary and bonus  deferrals  may elect to have  deferred to the Plan
    the portion of the participant's  compensation that the participant would be
    able  to  defer  to the  Company's  tax-qualified  401(k)  plan  but for the
    compensation and nondiscrimination limitations of the Code.

      The  Plan  further   provides  that  the  Company  will  make  a  matching
    contribution  with respect to amounts  deferred to the Plan equal to (I) 50%
    of  the  total  amount  deferred,  or  (ii)  50%  of the  first  6% of  each
    participant's  salary  and/or bonus that exceeds the  compensation  limit of
    Code Section 401(a)(17) (for 2000, $170,000), whichever amount is less.

      Also, the Plan contains a separate  benefit feature for any employee whose
    annual  compensation   exceeds  the  Section  401(a)(17)  limit  (for  2000,
    $170,000).  For each such employee,  the Company will contribute to the Plan
    an amount  equal to 4.5% of the  employee's  compensation  that  exceeds the
    limit.  In addition,  if the company makes a profit sharing  contribution in
    any year,  the Company  will  contribute  to the Plan an amount equal to the
    percentage of the profit sharing  contribution  multiplied by the employee's
    compensation that exceeds the Section 401(a)(17) limit.


                                     II - 2
<PAGE>
      Payments of the Deferred  Compensation  Obligations  will be made from the
    general assets of the Corporation.  Each participant is a general  unsecured
    creditor of the  Corporation  with a claim against the  Corporation  for the
    amount the participant has deferred,  as adjusted during the deferral period
    in accordance  with the  applicable  investment  measures as selected by the
    participant.  The Deferred  Compensation  Obligations are unsecured  general
    obligations  of the  Corporation  and rank equally with other  unsecured and
    subordinated indebtedness of the Corporation from time to time outstanding.

      Participants  receive quarterly  statements about their accounts under the
    Plan. The Corporation determines the investment measures available under the
    Plan. Each participant may elect to allocate the participant's account among
    the available  measures and may change the allocation in accordance with the
    terms of the Plan.

      Participants  may  not  assign  or  transfer  the  Deferred   Compensation
    Obligations,  other than by  designating a beneficiary or  beneficiaries  to
    receive payment if a participant  dies before  receiving full payment of the
    amount credited to the participant's  account, and the Deferred Compensation
    Obligations  shall not be subject to alienation,  encumbrance,  garnishment,
    attachment, execution or levy.

      Payment of Deferred Compensation Obligations generally is made at the time
    and in the manner  elected by the  participants  at the time of the deferral
    election as permitted by the Plan.  Payment  elections for salary  deferrals
    for a subsequent  calendar year may be changed by filing a new election form
    on or before  November 1 of the  preceding  calendar  year.  Bonus  deferral
    elections are  irrevocable  and apply only to the bonus payable with respect
    to services  performed  during the  calendar  year for which the election is
    made. Each  participant  (or, in the case of the  participant's  death,  the
    participant's beneficiary) shall be entitled to receive a distribution under
    the  Plan  as soon  as  practicable  following  the  participant's  "Payment
    Eligibility  Date."  "Payment  Eligibility  Date" means the first day of the
    month  following  the end of the  calendar  quarter  in which a  participant
    terminates  employment or dies. A  participant  receiving  benefits  under a
    short-term disability or on an approved leave of absence shall not be deemed
    to have  terminated  employment  for the  purposes  of the Plan.  The amount
    payable to a participant  shall be the amount credited to the  participant's
    account as of the participant's Payment Eligibility Date.

      A participant may take an earlier distribution at any time prior to his or
    her  Payment  Eligibility  Date  equal to 90% of the  participant's  account
    balance by filing a request with the  Corporation.  The remaining 10% of the
    participant's  account-balance  penalty and forfeited by the  participant to
    the Corporation.  In addition,  such participant  would become ineligible to
    participate in the Plan for the remainder of the Plan year and the following
    Plan year.

      The Deferred Compensation  Obligations are not convertible into securities
    of the Corporation,  and participants  have no voting rights with respect to
    the Deferred Compensation Obligations. The Deferred Compensation Obligations
    will not have the benefit of any  negative  pledge or other  affirmative  or
    negative  covenant  on the  part of the  Corporation.  No  trustee  has been
    appointed  having  authority  to take  action with  respect to the  Deferred
    Compensation Obligations and each participant will be responsible for acting
    independently  with respect to, among other  things,  the giving of notices,
    responding  to any request  for  consents,  waivers,  or  amendments  to the
    Deferred  Compensation  Obligations,  enforcing  covenants and taking action
    upon any default.

      The  Plan  is  administered   by  the  Chief  Financial   Officer  of  the
    Corporation.  The Plan Administrator  serves without compensation for his or
    her services. The Plan Administrator has the full discretion to construe and
    interpret the terms and provisions of the Plan,  provided  administration of
    the Plan is done in a uniform and nondiscriminatory manner and in accordance
    with laws  applicable to the Plan.  The Plan  Administrator  may appoint any
    agent or other  delegate to such person such powers and duties in connection
    with administration of the Plan as the Plan Administrator may specify.

      The  Corporation's  Personnel and Compensation  Committee has the right to
    amend,  modify,  suspend or terminate  the Plan, in whole or in part, at any
    time. No such amendment,  modification,  suspension or termination, however,
    will reduce amounts then credited to a participant's account.


                                     II - 3
<PAGE>

    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,
    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.



                                     II - 4
<PAGE>

    ITEM 8. EXHIBITS.

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

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

      4.1         Water Pik Technologies, Inc. Executive  Deferred  Compensation
                  Plan.

      5.1         Opinion of  Kirkpatrick & Lockhart LLP regarding  the legality
                  of the securities 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 - 5
<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 - 6
<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 S-8 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 - 7
<PAGE>


      Pursuant to the requirements of the Securities Act, the Committee 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 November 29, 1999.


                                    WATER PIK TECHNOLOGIES, INC.
                                    EXECUTIVE DEFERRED COMPENSATION PLAN


                                    By: /s/ Victor C. Streufert
                                        ------------------------
                                        Victor C. Streufert








                                     II - 8
<PAGE>

                                  EXHIBIT INDEX


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

        4.1           Water Pik Technologies, Inc. Executive
                      Deferred Compensation Plan.

        5.1           Opinion of Kirkpatrick & Lockhart LLP
                      regarding the legality of the securities
                      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 - 9
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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.)

    23 CORPORATE PLAZA, SUITE 246
       NEWPORT BEACH, CALIFORNIA                                  92660
(Address of principal executive offices)                       (Zip Code)

                          WATER PIK TECHNOLOGIES, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                MICHAEL P. HOOPIS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          WATER PIK TECHNOLOGIES, INC.
                          23 CORPORATE PLAZA, SUITE 246
                         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 EACH CLASS                   PROPOSED       PROPOSED        AMOUNT OF
 OF SECURITIES TO BE  AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
     REGISTERED       REGISTERED(1) OFFERING PRICE    AGGREGATE          FEE
                                       PER UNIT     OFFERING PRICE
--------------------------------------------------------------------------------

Deferred Compensation
 Obligations(2)(3)     $10,000,000        N/A         $10,000,000       $2,640

--------------------------------------------------------------------------------

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

      (2)  The Deferred  Compensation Obligations are unsecured  obligations  of
Water Pik  Technologies,  Inc.  to pay  deferred  compensation  in the future in
accordance with the terms of the Water Pik Technologies, Inc. Executive Deferred
Compensation Plan.

      (3)  Pursuant  to Rule  415(c)  under  the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Water Pik Technologies,  Inc. Executive Deferred
Compensation Plan.
--------------------------------------------------------------------------------
INTRODUCTION

      Water Pik  Technologies,  Inc. (the  "Corporation" or the "Registrant") is
filing this Registration  Statement because of the uncertainty as to whether the
Deferred  Compensation  Obligations  (as  defined  below)  would  or  should  be
considered  "securities" or be subject to registration  under the Securities Act
of 1933,  as amended (the  "Securities  Act").  The filing of this  Registration
Statement is not an admission by the Registrant  that the Deferred  Compensation
Obligations  are securities or are subject to the  registration  requirements of
the Securities Act.

                                     II - 1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  document  filed by the  Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act is
    incorporated  by  reference  into  this  Registration  Statement:   (i)  the
    Registration  Statement  on Form 10, as amended,  filed with the  Commission
    (File No. 001-15297),  and (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.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange
    Act of  1934,  as  amended  (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.  Executive  Deferred   Compensation  Plan  meeting  the
    requirements of Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

      The  following   summarizes  the  $10,000,000  of  deferred   compensation
    obligations  ("Deferred  Compensation  Obligations") created pursuant to the
    Water Pik  Technologies,  Inc.  Executive  Deferred  Compensation  Plan (the
    "Plan"). This summary is qualified in its entirety by reference to the terms
    of the Plan filed as Exhibit 4 hereto and incorporated herein by reference.

      Certain  members of management and other highly  compensated  employees of
    the  Corporation  and its  subsidiaries  are  permitted  to defer salary and
    bonuses,  if any,  pursuant to the Plan.  When an employee  makes a deferral
    election under the Plan,  the  Corporation  retains the amount  deferred and
    credits  the value of such  amount by book  entry to an  account  maintained
    under  the  Plan  for  the  employee  of the  Corporation  or  participating
    subsidiary  of the  Corporation.  The  Corporation  then  assumes a general,
    unsecured obligation to pay the employee (a "participant") in the future the
    deferred  amount in accordance with the terms of the Plan under which salary
    or  bonuses  were  deferred,  as  adjusted  during  the  deferred  period in
    accordance   with  applicable   investment   measures  as  selected  by  the
    participant.

      In addition,  effective April 1, 2000, Plan  participants who are eligible
    to make salary and bonus  deferrals  may elect to have  deferred to the Plan
    the portion of the participant's  compensation that the participant would be
    able  to  defer  to the  Company's  tax-qualified  401(k)  plan  but for the
    compensation and nondiscrimination limitations of the Code.

      The  Plan  further   provides  that  the  Company  will  make  a  matching
    contribution  with respect to amounts  deferred to the Plan equal to (I) 50%
    of  the  total  amount  deferred,  or  (ii)  50%  of the  first  6% of  each
    participant's  salary  and/or bonus that exceeds the  compensation  limit of
    Code Section 401(a)(17) (for 2000, $170,000), whichever amount is less.

      Also, the Plan contains a separate  benefit feature for any employee whose
    annual  compensation   exceeds  the  Section  401(a)(17)  limit  (for  2000,
    $170,000).  For each such employee,  the Company will contribute to the Plan
    an amount  equal to 4.5% of the  employee's  compensation  that  exceeds the
    limit.  In addition,  if the company makes a profit sharing  contribution in
    any year,  the Company  will  contribute  to the Plan an amount equal to the
    percentage of the profit sharing  contribution  multiplied by the employee's
    compensation that exceeds the Section 401(a)(17) limit.

                                     II - 2
Payments of the Deferred  Compensation  Obligations  will be made from the
    general assets of the Corporation.  Each participant is a general  unsecured
    creditor of the  Corporation  with a claim against the  Corporation  for the
    amount the participant has deferred,  as adjusted during the deferral period
    in accordance  with the  applicable  investment  measures as selected by the
    participant.  The Deferred  Compensation  Obligations are unsecured  general
    obligations  of the  Corporation  and rank equally with other  unsecured and
    subordinated indebtedness of the Corporation from time to time outstanding.

      Participants  receive quarterly  statements about their accounts under the
    Plan. The Corporation determines the investment measures available under the
    Plan. Each participant may elect to allocate the participant's account among
    the available  measures and may change the allocation in accordance with the
    terms of the Plan.

      Participants  may  not  assign  or  transfer  the  Deferred   Compensation
    Obligations,  other than by  designating a beneficiary or  beneficiaries  to
    receive payment if a participant  dies before  receiving full payment of the
    amount credited to the participant's  account, and the Deferred Compensation
    Obligations  shall not be subject to alienation,  encumbrance,  garnishment,
    attachment, execution or levy.

      Payment of Deferred Compensation Obligations generally is made at the time
    and in the manner  elected by the  participants  at the time of the deferral
    election as permitted by the Plan.  Payment  elections for salary  deferrals
    for a subsequent  calendar year may be changed by filing a new election form
    on or before  November 1 of the  preceding  calendar  year.  Bonus  deferral
    elections are  irrevocable  and apply only to the bonus payable with respect
    to services  performed  during the  calendar  year for which the election is
    made. Each  participant  (or, in the case of the  participant's  death,  the
    participant's beneficiary) shall be entitled to receive a distribution under
    the  Plan  as soon  as  practicable  following  the  participant's  "Payment
    Eligibility  Date."  "Payment  Eligibility  Date" means the first day of the
    month  following  the end of the  calendar  quarter  in which a  participant
    terminates  employment or dies. A  participant  receiving  benefits  under a
    short-term disability or on an approved leave of absence shall not be deemed
    to have  terminated  employment  for the  purposes  of the Plan.  The amount
    payable to a participant  shall be the amount credited to the  participant's
    account as of the participant's Payment Eligibility Date.

      A participant may take an earlier distribution at any time prior to his or
    her  Payment  Eligibility  Date  equal to 90% of the  participant's  account
    balance by filing a request with the  Corporation.  The remaining 10% of the
    participant's  account-balance  penalty and forfeited by the  participant to
    the Corporation.  In addition,  such participant  would become ineligible to
    participate in the Plan for the remainder of the Plan year and the following
    Plan year.

      The Deferred Compensation  Obligations are not convertible into securities
    of the Corporation,  and participants  have no voting rights with respect to
    the Deferred Compensation Obligations. The Deferred Compensation Obligations
    will not have the benefit of any  negative  pledge or other  affirmative  or
    negative  covenant  on the  part of the  Corporation.  No  trustee  has been
    appointed  having  authority  to take  action with  respect to the  Deferred
    Compensation Obligations and each participant will be responsible for acting
    independently  with respect to, among other  things,  the giving of notices,
    responding  to any request  for  consents,  waivers,  or  amendments  to the
    Deferred  Compensation  Obligations,  enforcing  covenants and taking action
    upon any default.

      The  Plan  is  administered   by  the  Chief  Financial   Officer  of  the
    Corporation.  The Plan Administrator  serves without compensation for his or
    her services. The Plan Administrator has the full discretion to construe and
    interpret the terms and provisions of the Plan,  provided  administration of
    the Plan is done in a uniform and nondiscriminatory manner and in accordance
    with laws  applicable to the Plan.  The Plan  Administrator  may appoint any
    agent or other  delegate to such person such powers and duties in connection
    with administration of the Plan as the Plan Administrator may specify.

      The  Corporation's  Personnel and Compensation  Committee has the right to
    amend,  modify,  suspend or terminate  the Plan, in whole or in part, at any
    time. No such amendment,  modification,  suspension or termination, however,
    will reduce amounts then credited to a participant's account.

                                     II - 3
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,
    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.

                                     II - 4
ITEM 8. EXHIBITS.

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

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

      4.1         Water Pik Technologies, Inc. Executive  Deferred  Compensation
                  Plan.

      5.1         Opinion of  Kirkpatrick & Lockhart LLP regarding  the legality
                  of the securities 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 - 5
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 - 6
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 S-8 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 - 7
Pursuant to the requirements of the Securities Act, the Committee 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 November 29, 1999.

                                    WATER PIK TECHNOLOGIES, INC.
                                    EXECUTIVE DEFERRED COMPENSATION PLAN

                                    By: /s/ Victor C. Streufert
                                        ------------------------
                                        Victor C. Streufert

                                     II - 8
EXHIBIT INDEX

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

        4.1           Water Pik Technologies, Inc. Executive
                      Deferred Compensation Plan.

        5.1           Opinion of Kirkpatrick & Lockhart LLP
                      regarding the legality of the securities
                      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 - 9