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. Employr Identification No.)
incorporation or organization)


                          23 CORPORATE PLAZA, SUITE 246
                         NEWPORT BEACH, CALIFORNIA 92660

                    (Address of principal executive offices)


                  WATER PIK TECHNOLOGIES, INC. RETIREMENT PLAN
                            (Full title of the plan)

                                RICHARD D. TIPTON
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY

                          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                     PROPOSED MAXIMUM  PROPOSED MAXIMUM    AMOUNT OF
  SECURITIES      AMOUNT TO BE   OFFERING PRICE       AGGREGATE     REGISTRATION
TO BE REGISTERED   REGISTERED      PER SHARE       OFFERING PRICE        FEE

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

Common Stock,
par value
$.01 per share    115,000(1)      $7.875(3)          $905,625          $240
                   85,000(2)                                        See Note (4)

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

         (1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to 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  (the  "Securities  Act"),  and,  pursuant  to  Rule  416(c)  under  the
Securities Act, this  Registration  Statement covers an indeterminate  number of
interests  to be offered or sold  pursuant to the Water Pik  Technologies,  Inc.
Retirement Plan.

         (2) In addition to the 115,000 new shares being  registered  hereunder,
the Registrant hereby transfers, and this Registration Statement shall be deemed
to  apply  to,  85,000  shares  of  the  Registrant's   Common  Stock  (and  the
participation  interests associated  therewith) previously  registered,  but not
used,  under  an S-8  Registration  Statement  (File  No.  333-96451)  filed  by
Registrant on February 9, 2000 (the "401(k) Plan Statement")  registering shares
of Registrant's Common Stock to

<PAGE>



be offered under the Teledyne,  Inc. 401(k) Plan. In conjunction with the filing
of this  Registration  Statement,  the  Registrant  is  filing a  Post-Effective
Amendment to the 401(k) Plan Statement  acknowledging  the transfer of shares to
this Registration Statement.

         (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 August 15, 2000.

         (4) Aggregate  registration  fees of $198 were paid in connection  with
the  shares of  Registrant's  Common  Stock  registered  under the  401(k)  Plan
Statement (File No. 333-96451).

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


<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"), or the Securities Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  are  incorporated  by  reference  into this
Registration Statement:  (i) the Registrant's Annual Report on Form 10-K for the
fiscal  year  ending  December  31,  1999 (File No.  001-15297);  (ii) all other
reports  filed  by the  Registrant  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act  since  December  31,  1999;  and  (iii)  the  description  of the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 10, as amended, filed with the Commission (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. Retirement 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





                                     II - 1
<PAGE>


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.


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,  as
                    amended  (incorporated  by  reference  to Exhibit 3.1 of the
                    Registrant's  Annual  Report on Form 10-K filed for the year
                    ended December 31, 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, independent auditors.

  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).

         The Registrant  hereby undertakes to submit the Water Pik Technologies,
Inc.  Retirement Plan and any amendment  thereto to the Internal Revenue Service
(the "IRS") in a timely  manner and to make all  changes  required by the IRS to
qualify such plan.



                                     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  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 17th day of August, 2000.


                                       WATER PIK TECHNOLOGIES, INC.


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


                                POWER OF ATTORNEY

     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 Executive    August 17, 2000
--------------------------      Officer (Principal Executive
Michael P. Hoopis               Officer) and a Director



/s/ Victor C. Streufert         Vice President--Finance and      August 17, 2000
--------------------------      Chief Financial Officer
Victor C. Streufert             (Principal Financial Officer
                                and Principal Accounting
                                Officer)



/s/ William G. Ouchi            Director                         August 17, 2000
--------------------------
William G. Ouchi



/s/ Robert P. Bozzone
--------------------------      Director                         August 17, 2000
Robert P. Bozzone



/s/ W. Craig McClelland
--------------------------      Director                         August 17, 2000
W. Craig McClelland




                                     II - 4
<PAGE>



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


/s/ Charles J. Queenan, Jr.
--------------------------      Director                         August 17, 2000
Charles J. Queenan, Jr.



/s/ James E. Rohr
--------------------------      Director                         August 17, 2000
James E. Rohr






Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  Water  Pik
Technologies,  Inc. has duly caused this Registration  Statement to be signed on
its behalf as Plan Administrator of the Water Pik Technologies,  Inc. Retirement
Plan by the  undersigned,  thereunto  duly  authorized,  in the City of  Newport
Beach, State of California, on August 17, 2000.



                         WATER PIK TECHNOLOGIES, INC. -
                         PLAN ADMINISTRATOR


                         By:  /s/ Victor C. Streufert
                              --------------------------------------------------
                              Victor C. Streufert
                              Vice President - Finance & Chief Financial Officer





                                     II - 5
<PAGE>





                                  EXHIBIT INDEX


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

   4.1              Restated Certificate of Incorporation of the Registrant,  as
                    amended  (incorporated  by  reference  to Exhibit 3.1 of the
                    Registrant's  Annual  Report on Form 10-K filed for the year
                    ended December 31, 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, independent auditors.

  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 - 6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21148}]
{"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": "333-43962", "film-number": "704648"}, "business-address": {"street1": "23 CORPORATE PLAZA, SUITE 246", "street2": "STE 470", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "949-719-3700"}, "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. Employr Identification No.)
incorporation or organization)

                          23 CORPORATE PLAZA, SUITE 246
                         NEWPORT BEACH, CALIFORNIA 92660

                    (Address of principal executive offices)

                  WATER PIK TECHNOLOGIES, INC. RETIREMENT PLAN
                            (Full title of the plan)

                                RICHARD D. TIPTON
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY

                          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                     PROPOSED MAXIMUM  PROPOSED MAXIMUM    AMOUNT OF
  SECURITIES      AMOUNT TO BE   OFFERING PRICE       AGGREGATE     REGISTRATION
TO BE REGISTERED   REGISTERED      PER SHARE       OFFERING PRICE        FEE

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

Common Stock,
par value
$.01 per share    115,000(1)      $7.875(3)          $905,625          $240
                   85,000(2)                                        See Note (4)

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

         (1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to 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  (the  "Securities  Act"),  and,  pursuant  to  Rule  416(c)  under  the
Securities Act, this  Registration  Statement covers an indeterminate  number of
interests  to be offered or sold  pursuant to the Water Pik  Technologies,  Inc.
Retirement Plan.

         (2) In addition to the 115,000 new shares being  registered  hereunder,
the Registrant hereby transfers, and this Registration Statement shall be deemed
to  apply  to,  85,000  shares  of  the  Registrant's   Common  Stock  (and  the
participation  interests associated  therewith) previously  registered,  but not
used,  under  an S-8  Registration  Statement  (File  No.  333-96451)  filed  by
Registrant on February 9, 2000 (the "401(k) Plan Statement")  registering shares
of Registrant's Common Stock to
be offered under the Teledyne,  Inc. 401(k) Plan. In conjunction with the filing
of this  Registration  Statement,  the  Registrant  is  filing a  Post-Effective
Amendment to the 401(k) Plan Statement  acknowledging  the transfer of shares to
this Registration Statement.

         (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 August 15, 2000.

         (4) Aggregate  registration  fees of $198 were paid in connection  with
the  shares of  Registrant's  Common  Stock  registered  under the  401(k)  Plan
Statement (File No. 333-96451).

--------------------------------------------------------------------------------
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"), or the Securities Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  are  incorporated  by  reference  into this
Registration Statement:  (i) the Registrant's Annual Report on Form 10-K for the
fiscal  year  ending  December  31,  1999 (File No.  001-15297);  (ii) all other
reports  filed  by the  Registrant  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act  since  December  31,  1999;  and  (iii)  the  description  of the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 10, as amended, filed with the Commission (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. Retirement 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

                                     II - 1
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.

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,  as
                    amended  (incorporated  by  reference  to Exhibit 3.1 of the
                    Registrant's  Annual  Report on Form 10-K filed for the year
                    ended December 31, 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, independent auditors.

  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).

         The Registrant  hereby undertakes to submit the Water Pik Technologies,
Inc.  Retirement Plan and any amendment  thereto to the Internal Revenue Service
(the "IRS") in a timely  manner and to make all  changes  required by the IRS to
qualify such plan.

                                     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  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 17th day of August, 2000.

                                       WATER PIK TECHNOLOGIES, INC.

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

                                POWER OF ATTORNEY

     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 Executive    August 17, 2000
--------------------------      Officer (Principal Executive
Michael P. Hoopis               Officer) and a Director

/s/ Victor C. Streufert         Vice President--Finance and      August 17, 2000
--------------------------      Chief Financial Officer
Victor C. Streufert             (Principal Financial Officer
                                and Principal Accounting
                                Officer)

/s/ William G. Ouchi            Director                         August 17, 2000
--------------------------
William G. Ouchi

/s/ Robert P. Bozzone
--------------------------      Director                         August 17, 2000
Robert P. Bozzone

/s/ W. Craig McClelland
--------------------------      Director                         August 17, 2000
W. Craig McClelland

                                     II - 4
SIGNATURE                           CAPACITY                      DATE
     ---------                           --------                      ----

/s/ Charles J. Queenan, Jr.
--------------------------      Director                         August 17, 2000
Charles J. Queenan, Jr.

/s/ James E. Rohr
--------------------------      Director                         August 17, 2000
James E. Rohr

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  Water  Pik
Technologies,  Inc. has duly caused this Registration  Statement to be signed on
its behalf as Plan Administrator of the Water Pik Technologies,  Inc. Retirement
Plan by the  undersigned,  thereunto  duly  authorized,  in the City of  Newport
Beach, State of California, on August 17, 2000.

                         WATER PIK TECHNOLOGIES, INC. -
                         PLAN ADMINISTRATOR

                         By:  /s/ Victor C. Streufert
                              --------------------------------------------------
                              Victor C. Streufert
                              Vice President - Finance & Chief Financial Officer

                                     II - 5
EXHIBIT INDEX

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

   4.1              Restated Certificate of Incorporation of the Registrant,  as
                    amended  (incorporated  by  reference  to Exhibit 3.1 of the
                    Registrant's  Annual  Report on Form 10-K filed for the year
                    ended December 31, 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, independent auditors.

  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 - 6