1
      As filed with the Securities and Exchange Commission on May 4, 2001

                                                      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
                                 (949) 719-3700
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

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

            WATER PIK TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                RICHARD D. TIPTON
                  Vice President, General Counsel and Secretary
                          Water Pik Technologies, Inc.
                          23 Corporate Plaza, Suite 246
                             Newport Beach, CA 92660
                                 (949) 719-3700
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:

                                 Elaine R. Levin
                               Riordan & McKinzie
                         600 Anton Boulevard, 18th Floor
                              Costa Mesa, CA 92626
                                 (714) 433-2900



                               CALCULATION OF REGISTRATION FEE
===============================================================================================
                                              PROPOSED         PROPOSED
 TITLE OF EACH CLASS OF       AMOUNT           MAXIMUM          MAXIMUM           AMOUNT OF
    SECURITIES TO BE          TO BE        OFFERING PRICE      AGGREGATE        REGISTRATION
       REGISTERED           REGISTERED      PER SHARE(1)     OFFERING PRICE          FEE
-----------------------------------------------------------------------------------------------
                                                                    
      COMMON STOCK           600,000           $7.895          $4,737,000          $1,185
===============================================================================================


(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h), based on the average of the high and low sales
     prices of the Company's Common Stock on May 1, 2001, as reported on the New
     York Stock Exchange.

================================================================================
   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        Pursuant to General Instruction E to Form S-8 regarding the registration
of additional securities, Water Pik Technologies, Inc. (the "Company") hereby
incorporates herein by reference the contents of the Registration Statement of
the Company on Form S-8 filed with the Securities and Exchange Commission on
February 9, 2000, Registration No. 333-96457 with respect to the Company's
Employee Stock Purchase Plan.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the issuance of the shares of Common Stock registered
hereby (the "Shares") has been passed upon for the Company by Richard D. Tipton,
Vice President, General Counsel and Secretary of the Company. Mr. Tipton holds
stock and options to purchase stock granted under the Company's employee stock
plans which in the aggregate represent less than 1% of the Common Stock.

ITEM 8. EXHIBITS.

5.1     Opinion of Richard D. Tipton, Vice President, General Counsel and
        Secretary of Water Pik Technologies, Inc.

23.1    Consent of Richard D. Tipton, Vice President, General Counsel and
        Secretary of Water Pik Technologies, Inc. (included in Exhibit 5.1).

23.2    Consent of Ernst & Young LLP, independent auditors.

24.1    Power of Attorney (included on page II-2).




                                      II-1

   3

                                   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 Newport Beach, State of California, on May 3, 2001.



                                            WATER PIK TECHNOLOGIES, INC.


                                            By:  /s/ RICHARD D. TIPTON
                                                --------------------------------
                                                 Richard D. Tipton
                                                 Vice President, General Counsel
                                                 and Secretary


        We, the undersigned directors and officers of Water Pik Technologies,
Inc., do hereby constitute and appoint Richard D. Tipton and Victor C.
Streufert, or either of them, our true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution for us and in our name, place
and stead, in any and all capacities 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-in-fact and agents, or either of them, may
deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended (the "Securities Act") and any rules,
regulations and requirements of the Securities and Exchange 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 as well as any related registration statement (or amendment
thereto) filed in reliance upon Rule 462(b) under the Securities Act, with all
exhibits thereto and other documents in connection therewith, and we do hereby
ratify and confirm all that said attorneys-in-fact and agents, or either of
them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:




            Signature                               Title                           Date
            ---------                               -----                           ----
                                                                          


      /s/ MICHAEL P. HOOPIS           President and Chief Executive Officer     May 3, 2001
----------------------------------    (Principal Executive Officer) and
          Michael P. Hoopis           Director


     /s/ VICTOR C. STREUFERT          Vice President- Finance and               May 3, 2001
----------------------------------    Chief Financial Officer (Principal
         Victor C. Streufert          Financial Officer and Principal
                                      Accounting Officer)


     /s/ WILLIAM G. OUCHI             Director                                  May 3, 2001
----------------------------------
         William G. Ouchi


    /s/ ROBERT P. BOZZONE             Director                                  May 3, 2001
-----------------------------------
        Robert P. Bozzone


                                      Director
----------------------------------
       W. Craig McClelland


      /s/ JAMES E. ROHR               Director                                  May 4, 2001
----------------------------------
          James E. Rohr





                                      II-2

   4


                                                                          


 /s/ CHARLES J. QUEENAN, JR.          Director                                  May 3, 2001
----------------------------------
     Charles J. Queenan, Jr.


      /s/ F. PETER CUNEO              Director                                  May 3, 2001
----------------------------------
          F. Peter Cuneo





                                      II-3

   5



                                       INDEX TO EXHIBITS





Sequentially
  Numbered
  Exhibit                            Description                                        Page Number
------------                         -----------                                        -----------
                                                                                  
   5.1         Opinion of Richard D. Tipton, Vice President, General Counsel and
               Secretary of Water Pik Technologies, Inc.

   23.1        Consent of Richard D. Tipton, Vice President, General Counsel and
               Secretary of Water Pik Technologies, Inc. (included in Exhibit 5.1).

   23.2        Consent of Ernst & Young LLP, independent auditors.

   24.1        Powers of Attorney (included on page II-2).