S-8

As filed with the Securities and Exchange Commission on November 29, 2011.

Registration No. 333-               

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

BERMUDA	74-2692550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Clarendon House

Church Street

Hamilton, Bermuda

(Address, including Zip Code, of Principal Executive Offices)

Helen of Troy Limited

2008 Stock Incentive Plan

(Full title of the plan)

Vincent D. Carson

c/o Helen of Troy L.P.

One Helen of Troy Plaza

El Paso, Texas 79912

(Name and address of agent for service)

(915) 225-8000

(Telephone number, including area code, of agent for service)

with a copy to:

W. Crews Lott

Baker & McKenzie LLP

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Shares, par value $0.10 per share (1)	3,000,000	$	27.37	(2)	$	82,110,000	(2)	$	9,409.81

(1)  Common shares of Helen of Troy Limited (the “Company”), $0.10 par value per share (the “Common Stock”), being registered hereby relate to the Helen of Troy Limited 2008 Stock Incentive Plan (the “Plan”). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 promulgated under the Securities Act, on the basis of the average of the high and low sale prices of the Common Stock on The NASDAQ Global Select Market on November 25, 2011.

EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E to Form S-8 by the Company in order to register 3,000,000 shares of Common Stock, which shares are in addition to those previously registered on the Registration Statement on Form S-8 (File No. 333-154526) filed with the Securities and Exchange Commission on October 21, 2008 for issuance pursuant to the Plan. The contents of the Registration Statement on Form S-8 (File No. 333-154526) previously filed with the Commission on October 21, 2008 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following are filed as exhibits to this registration statement:

Exhibit No.	Description
4.1	Memorandum of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Commission on December 30, 1993 (Reg. No. 33-73594)).
4.2	Bye-Laws of the Company, as amended (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the period ending August 31, 2007, filed with the Commission on October 10, 2007).
5.1	Opinion of Conyers Dill & Pearman Limited.*
10.1	Helen of Troy Limited 2008 Stock Incentive Plan, as amended (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on September 14, 2011).
23.1	Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).*
23.2	Consent of Grant Thornton LLP.*
24.1	Power of Attorney (included on the signature page of this registration statement).*

* filed herewith

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 El Paso, State of Texas, on this 29th day of November, 2011.

HELEN OF TROY LIMITED
By:	/s/ Gerald J. Rubin
	Gerald J. Rubin
	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes Gerald J. Rubin to file one or more amendments (including post-effective amendments) to this registration statement, which amendments may make such changes in this registration statement as each of them deems appropriate, and each such person hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and on behalf of the Company and any such person, individually and in each capacity stated below, any such amendments to this registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

NAME	TITLE	DATE
/s/ Gerald J. Rubin	Chairman of the Board, Chief Executive Officer,	November 29, 2011
GERALD J. RUBIN	President and Director (Principal Executive Officer)
/s/ Thomas J. Benson	Senior Vice President, Chief Financial Officer	November 29, 2011
THOMAS J. BENSON
/s/ Richard J. Oppenheim	Financial Controller (Principal Accounting Officer)	November 29, 2011
RICHARD J. OPPENHEIM
/s/ Gary B. Abromovitz	Director	November 29, 2011
GARY B. ABROMOVITZ
/s/ John B. Butterworth	Director	November 29, 2011
JOHN B. BUTTERWORTH

3

/s/ Timothy F. Meeker	Director	November 29, 2011
TIMOTHY F. MEEKER
/s/ William F. Susetka	Director	November 29, 2011
WILLIAM F. SUSETKA
/s/ Adolpho R. Telles	Director	November 29, 2011
ADOLPHO R. TELLES
/s/ Darren G. Woody	Director	November 29, 2011
DARREN G. WOODY

4

EXHIBIT INDEX

Exhibit No.	Description
4.1	Memorandum of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Commission on December 30, 1993 (Reg. No. 33-73594)).
4.2	Bye-Laws of the Company, as amended (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the period ending August 31, 2007, filed with the Commission on October 10, 2007).
5.1	Opinion of Conyers Dill & Pearman Limited.*
10.1	Helen of Troy Limited 2008 Stock Incentive Plan, as amended (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on September 14, 2011).
23.1	Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).*
23.2	Consent of Grant Thornton LLP.*
24.1	Power of Attorney (included on the signature page of this registration statement).*

* filed herewith

5

EX-5.1

Exhibit 5.1

29 November 2011

Matter No.:127169

Doc Ref: JEM:nc/604070

Tel:  1-441-299 4925

Email:  Julie.McLean@conyersdill.com

Helen of Troy Limited

c/o Helen of Troy L.P.

One Helen of Troy Plaza

El Paso, Texas  79912

U.S.A.

Dear Sirs,

Re:Helen of Troy Limited (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 29 November, 2011 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 3,000,000 common shares, par value US$0.10 per share (the “Common Shares”), issuable pursuant to the Helen of Troy Limited 2008 Stock Incentive Plan as amended on October 11, 2011 (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan.  We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Assistant Secretary of the Company on 8  November, 2011, written resolutions of its directors dated 14 September 2011 and minutes of a meeting of its members held on 11 October, 2011 (together, the “Resolutions”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.

1

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention,  (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) the validity and binding effect under the laws of the State of Texas of the Plan in accordance with its terms; (g) that there is no provision of any award agreement which would have any implication in relation to the opinions expressed herein; (h) that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (i) that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares, (j) that on the date of issuance of any award under the Plan, the Company will be able to pay its liabilities as they become due, (k) that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended, and the consent to the issue and free transfer of the Common Shares given by the Bermuda Monetary Authority dated 18 June, 2008 will not have been revoked or amended at the time of issuance of any Common Shares.

We express no opinion with respect to the issuance of shares pursuant to any provision of the Plan that purports to obligate the Company to issue shares following the commencement of a winding up or liquidation.  We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.  This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.

On the basis of, and subject to, the foregoing, we are of the opinion that:

1.The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2

2.When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

Conyers Dill & Pearman Limited

/s/ Conyers Dill & Pearman Limited

Julie McLean

Director

3

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated May 16, 2011 with respect to the consolidated financial statements, schedule and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended February 28, 2011 of Helen of Troy Limited and Subsidiaries, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

Dallas, Texas

November 29, 2011