8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  May 8, 2006

WEIGHT WATCHERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Virginia	000-03389	11-6040273
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 Madison Avenue, New York, New York	10010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (212) 589-2700

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2006, Weight Watchers International, Inc. (the “Company”) entered into a refinancing to reduce the effective interest rate on its debt obligations while increasing its borrowing capacity and extending the maturities of its credit facilities (as refinanced, the “New Credit Facilities”). Prior to the refinancing, the Company had $294.4 million of debt outstanding under its term loans and had used $182.8 million of its available $350.0 million capacity under its revolving line of credit. Following the refinancing, the Company’s term loans and revolving line of credit were repaid and replaced with a new Term Loan A in the amount of $350.0 million and a new revolving line of credit (the “Revolver”) with total available capacity of $500.0 million. The Company used $127.2 million of its capacity under the Revolver to complete the refinancing, resulting in $372.8 million of remaining availability after the refinancing. The New Credit Facilities are governed by an amended and restated credit agreement among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as the syndication agent, JPMorgan Securities Inc., as a lead arranger and a book manager, and The Bank of Nova Scotia, as the administrative agent, a lead arranger and a book manager.

The borrowings bear interest at an initial annual rate of LIBOR plus 0.875% per annum, or at the Company’s option, the alternate base rate (as defined in the credit agreement). In addition to paying interest on outstanding principal under the New Credit Facilities, the Company is required to pay a commitment fee to the lenders under the Revolver with respect to the unused commitments at an initial rate equal to 0.175% per annum.

As a result of the refinancing, the maturity date for the Revolver and the term loans have been extended from March 31, 2009 and March 31, 2010, respectively, to June 30, 2011. Until maturity, the Company’s term loan will be subject to yearly amortization beginning in 2007 of 5%, 10%, 15%, 20% and 50%, respectively, of the aggregate term loan borrowings, payable quarterly. Loans outstanding under the New Credit Facilities (i) must be prepaid with net proceeds of certain permitted asset sales and (ii) may be prepaid at any time in whole or in part without premium or penalty. The Company’s existing and future domestic subsidiaries (other than WeightWatchers.com, Inc. and its subsidiaries, while its debt is outstanding) have guaranteed the borrowings. The funds borrowed will be used for working capital and general corporate purposes.

The New Credit Facilities contain customary covenants, including affirmative and negative covenants that, in certain circumstances, restrict the Company’s ability to incur additional indebtedness, pay extraordinary dividends on and redeem capital stock, make other restricted payments, including investments, sell Company assets and enter into consolidations, mergers and transfers of all or substantially all of the Company’s assets. The New Credit Facilities also require the Company to maintain specified financial ratios and satisfy financial condition tests. The New Credit Facilities contain customary events of default. Upon the occurrence of an event of default under the New Credit Facilities, amounts outstanding may be immediately due and payable.

Cautionary Statements

The foregoing description of the terms of the New Credit Facilities does not purport to be complete and is qualified in its entirety by reference to each of the relevant agreements for the New Credit Facilities, which will be included in a subsequent filing with the Securities and Exchange Commission.

Item 2.02 Results of Operations and Financial Condition.

The information contained in Item 2.02 of this current report on Form 8-K, including the text of the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in Item 2.02 and Item 9.01 of this current report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On May 9, 2006, the Company issued a press release announcing its financial results for its fiscal quarter ended April 1, 2006. A copy of the press release is attached hereto as Exhibit 99.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. 99.1 Press Release dated May 9, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WEIGHT WATCHERS INTERNATIONAL, INC.
DATED: May 9, 2006		By:	/s/ Jeffrey A. Fiarman
		Name:		Jeffrey A. Fiarman
		Title:		Executive Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit	Description
99.1	Press Release dated May 9, 2006.

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EX-99.1

Exhibit 99.1

Contact Information:

Investors:

Weight Watchers International, Inc.	Brainerd Communicators, Inc.
John Sweeney, CFA	Corey Kinger
Director of Investor Relations / Financial Analysis	(212) 986-6667
(212) 589-2714

WEIGHT WATCHERS ANNOUNCES FIRST QUARTER 2006 RESULTS

NEW YORK, N.Y., May 9, 2006 — Weight Watchers International, Inc. (NYSE: WTW) today announced results for the first quarter ended April 1, 2006.

For the first quarter of 2006, net revenues increased $12.0 million to $342.0 million, up from $330.0 million in the first quarter of 2005. Net income was $57.0 million, up 10.5% from $51.6 million in the first quarter of 2005. Fully-diluted earnings per share were $0.56, up $0.07 or 14.3% versus $0.49 in the prior year period. On January 1, 2006, the Company adopted the provisions of FAS 123R and began recognizing the expense of all stock-based compensation. The impact was to reduce fully-diluted earnings per share by $0.02 in the quarter. Excluding this impact, fully-diluted earnings per share were $0.58.

Commenting on the Company’s results, Linda Huett, President and Chief Executive Officer of the Company, said, “The first quarter saw continued strength in the U.S. business, with double digit revenue growth. I am pleased with the Company’s operating performance despite a decline in U.K. revenue as well as unfavorable currency exchange rates.”

The Company reaffirms its full-year 2006 earnings guidance of between $2.18 and $2.28 per fully diluted share, excluding expenses related to stock-based compensation. Including these expenses, the Company expects full-year 2006 earnings of between $2.10 and $2.20 per fully diluted share.

The Company has scheduled a conference call today at 5:00 p.m. ET. During the conference call, Linda A. Huett, President and Chief Executive Officer, and Ann M. Sardini, Chief Financial Officer, will discuss first quarter results and answer questions from the investment community. Live audio of the conference call will be webcast at http://www.weightwatchersinternational.com. An archive of the webcast will be available on the website for 30 days.

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world’s leading provider of weight management services, operating in 30 countries through a network of Company-owned and franchise operations. Weight Watchers holds over 48,000 weekly meetings where members receive group support and education about healthy eating patterns, behavior modification and physical activity. WeightWatchers.com provides innovative, subscription weight management products over the Internet and is the leading Internet-based weight management provider in the world. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties. Weight Watchers International assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review our filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at http://www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at http://www.weightwatchersinternational.com).

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

UNAUDITED

	April 1,			December 31,
	2006			2005
ASSETS
Current assets	$	152.7		$	127.7
Property and equipment, net	22.6			20.8
Goodwill, franchise rights and other intangible assets, net	614.2			615.7
Deferred income taxes	57.5			61.9
Other	9.0			9.4
TOTAL ASSETS	$	856.0		$	835.5
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	221.3		$	165.9
Long-term debt	667.8			741.4
Other	8.8			8.8
TOTAL LIABILITIES	$	897.9		$	916.1
Shareholders’ equity	(41.9		)	(80.6		)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	856.0		$	835.5

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED

	Three Months Ended
	April 1,			April 2,
	2006			2005
Revenues, net	$	342.0		$	330.0
Cost of revenues	149.5			148.1
Gross profit	192.5			181.9
Marketing expenses	53.9			61.1
Selling, general and administrative expenses	34.5			30.8
Operating income	104.1			90.0
Interest expense, net	11.3			4.7
Other (income) / expense, net	(0.1		)	0.6
Early extinguishment of debt	—			—
Income before income taxes and cumulative effect of accounting change	92.9			84.7
Provision for income taxes	35.9			33.1
Income before cumulative effect of accounting change	57.0			51.6
Cumulative effect of accounting change	—			—
Net income	$	57.0		$	51.6
Basic Earnings Per Share:
Income before cumulative effect of accounting change	$	0.57		$	0.50
Cumulative effect of accounting change	—			—
Net income	$	0.57		$	0.50
Diluted Earnings Per Share:
Income before cumulative effect of accounting change	$	0.56		$	0.49
Cumulative effect of accounting change	—			—
Net income	$	0.56		$	0.49
Weighted average common shares outstanding:
Basic	100.5			102.7
Diluted	101.3			104.6

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

UNAUDITED

	Three Months Ended
	Apr 1, 2006	Apr 2, 2005
Attendance (in millions)
North America	10.3	9.8
International	7.6	8.2
Total Attendance	17.9	17.9
Supplemental Attendance Detail (in millions)
UK	3.3	4.0
CE	3.4	3.2
Other	0.9	0.9
Total International Attendance	7.6	8.2
WeightWatchers.com (in thousands)
End of Period Active Subscribers	659.0	563.0
North America (in $ millions)
Meeting Fees	128.1	115.4
Product Sales	49.7	44.0
Total	177.8	159.4
International (in $ millions)
Meeting Fees	70.5	79.8
Product Sales	39.8	45.8
Total	110.3	125.6
Total Revenues (in $ millions)
Meeting Fees	198.5	195.1
Product Sales	89.5	89.9
Online Revenues	31.2	26.3
Franchise Commissions	6.2	5.9
All Other	16.6	12.8
Total Revenues	342.0	330.0
Note: Totals may not sum due to rounding.

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