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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
፤ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005.
អTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File no. 000-03389
WEIGHT WATCHERS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Virginia 11-6040273
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11 Madison Avenue, 17th Floor, New York, New York 10010
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (212) 589-2700
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, no par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ፤No អ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
Yes អNo ፤
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ፤No អ
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. អ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ፤Accelerated filer អNon-accelerated filer អ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes អNo ፤
The aggregate market value of the registrant’s common stock held by non-affiliates as of July 1, 2005, (based upon the
closing price of $51.03 per share of common stock as quoted on the New York Stock Exchange), was $1,980,805,281. For
purposes of this computation, it is assumed that shares of common stock held by our directors, officers and our controlling
shareholders would be deemed stock held by affiliates.
The number of shares outstanding of common stock as of January 31, 2006 was 100,454,369.