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):
June
25, 2009 (June 25, 2009)
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Wisconsin
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001-13615
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22-2423556
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Six
Concourse Parkway, Suite 3300
Atlanta,
Georgia
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30328
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(770)
829-6200
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
As previously reported, on February 3,
2009, Spectrum Brands, Inc. (the "Company") and its United States subsidiaries
(together with the Company, collectively, the "Debtors") filed voluntary
petitions in the United States Bankruptcy Court for the Western District of
Texas (the "Bankruptcy Court") seeking reorganization relief under the
provisions of Chapter 11 of Title 11 of the United States Bankruptcy
Code. The Chapter 11 cases are being jointly administered by the
court as Case No. 09-50456 (the "Bankruptcy Cases").
As previously reported, in connection
with the Bankruptcy Cases, the Debtors filed an amended joint plan of
reorganization. Today the Company issued a press release in connection with
the Bankruptcy Court's approval of the confirmation of the plan of
reorganization. The press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Forward-Looking
Statements
This Current Report on Form 8-K
contains forward-looking statements, which are based on the Company's current
expectations and involve risks and uncertainties. The Company
cautions the reader that actual results could differ materially from the
expectations described in the forward-looking statements. These risks
and uncertainties include, without limitation, (1) the ability of the
Debtors to successfully implement all post-emergence aspects of the confirmed
plan, (2) risks that the bankruptcy cases disrupt current plans and operations;
(3) risks that Spectrum Brands’ businesses could suffer from the loss of key
customers, suppliers or personnel during the pendency of the bankruptcy cases,
(4) risks that Spectrum Brands will be able to maintain sufficient
liquidity for the pendency of the bankruptcy cases, (5) risks that the Company
will be able to successfully close the exit financing, (6) risks that changes
and developments in external competitive market factors, such as introduction of
new product features or technological developments, development of new
competitors or competitive brands or competitive promotional activity or
spending, (7) changes in consumer demand for the various types of products
Spectrum Brands offers, (8) unfavorable developments in the global credit
markets, (9) the impact of overall economic conditions on consumer spending,
(10) fluctuations in commodities prices, the costs or availability of raw
materials or terms and conditions available from suppliers, (11) changes in the
general economic conditions in countries and regions where Spectrum Brands does
business, such as stock market prices, interest rates, currency exchange rates,
inflation and consumer spending, (12) Spectrum Brands’ ability to
successfully implement manufacturing, distribution and other cost efficiencies
and to continue to benefit from its cost-cutting initiatives, (13) unfavorable
weather conditions and various other risks and uncertainties, including those
discussed herein and those set forth in the Company’s securities filings,
including the most recently filed Annual Report on Form 10-K or Quarterly Report
on Form 10-Q. The Company also cautions the reader that its estimates
of trends, market share, retail consumption of its products and reasons for
changes in such consumption are based solely on limited data available to the
Company
and
management’s reasonable assumptions about market conditions, and consequently
may be inaccurate, or may not reflect significant segments of the retail
market.
The Company also cautions the reader
that undue reliance should not be placed on any of the forward-looking
statements, which speak only as of the date of this Current Report on Form
8-K. The Company undertakes no responsibility to update any of these
forward-looking statements to reflect events or circumstances after the date of
this report or to reflect actual outcomes.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
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Number
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Description
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99.1
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Spectrum
Brands, Inc. Press Release dated June 25,
2009
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SIGNATURES
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.
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Date: June 25,
2009
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SPECTRUM
BRANDS, INC.
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By:
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/s/ Anthony L. Genito | ||
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Name:
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Anthony
L. Genito
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Title:
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Executive
Vice President,
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Chief
Financial Officer and
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Chief
Accounting Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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99.1
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Spectrum
Brands, Inc. Press Release dated June 25,
2009
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SPECTRUM BRANDS RECEIVES
COURT APPROVAL OF ITS PLAN OF REORGANIZATION
ATLANTA,
GA, June 25, 2009 – Spectrum Brands today
announced that the Honorable Judge King of the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, has approved the
company’s Plan of Reorganization and will enter a confirmation
order upon submission. Following entry of the confirmation
order, the plan will become effective—and the company will exit bankruptcy
protection—as soon as all closing conditions to the Plan, including the closing
of the company’s exit financing, have been met. Spectrum Brands
expects to emerge from Chapter 11 in August.
Kent
Hussey, Chief Executive Officer of Spectrum Brands, said: “We are pleased that
our Plan of Reorganization has been approved by the Court, a key milestone in
our financial restructuring process, and one that sets the stage for our exit
from bankruptcy in August. When we emerge, we will have reduced our
subordinated debt by $840 million and eliminated approximately $60 million of
annual cash interest expenses for at least each of the next two
years. We will emerge with a stronger balance sheet that will better
position us to maintain and strengthen our current platform and to pursue
opportunities to grow our company.”
On
February 3, 2009, Spectrum Brands and its U.S. subsidiaries filed voluntary
petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the Western District of Texas, San Antonio Division. The main case number is
09-50455. The Company’s non-U.S. operations, which are legally separate, are not
included in the Chapter 11 proceedings.
Certain matters discussed in this news release, with the
exception of historical matters, may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to a number of risks and uncertainties that could cause
results to differ materially from those anticipated as of the date of this
release. Actual results may differ materially as a result of (1)
risks that the bankruptcy cases disrupt current plans and operations; (2) risks
that the Company's businesses could suffer from the loss of key customers,
suppliers or personnel during the pendency of the bankruptcy cases, (3) risks
that the Company will be able to maintain sufficient liquidity for the pendency
of the bankruptcy cases, (4) risks that the
Company will be unable to successfully close the exit financing, (5) risks that
changes and developments in external competitive market factors, such as introduction of new product features or
technological developments, development of new competitors or competitive brands
or competitive promotional activity or spending, (6) changes in
consumer demand for the various types of products Spectrum Brands offers,
(7)
unfavorable developments in the global credit markets, (8) the impact of
overall economic conditions on consumer spending, (9) fluctuations in
commodities prices, the costs or availability of raw materials or terms and
conditions available from suppliers, (10) changes in the
general economic conditions in countries and regions where Spectrum Brands does
business, such as stock market prices, interest rates, currency exchange rates,
inflation and consumer spending, (11) the Company’s
ability to successfully implement manufacturing, distribution and other cost
efficiencies and to continue to benefit from its cost-cutting initiatives,
(12)
unfavorable weather conditions and various other risks and uncertainties,
including those discussed herein and those set forth in Spectrum Brands’
securities filings, including the most recently filed Annual Report on Form 10-K
or Quarterly Report on Form 10-Q. Spectrum Brands also cautions the
reader that its estimates of trends, market share, retail consumption of its
products and reasons for changes in such consumption are based solely on limited
data available to Spectrum Brands and management’s reasonable assumptions about
market conditions, and consequently may be inaccurate, or may not reflect
significant segments of the retail market.
The Company also cautions the reader that undue reliance
should not be placed on any forward-looking statements, which speak only as of
the date of this release. Spectrum Brands undertakes no duty or
responsibility to update any of these forward-looking statements to reflect
events or circumstances after the date of this release or to reflect
actual outcomes.
About Spectrum Brands,
Inc.
Spectrum
Brands is a global consumer products company and a leading supplier of consumer
Batteries, specialty pet supplies, shaving and grooming products, household and
lawn insect and pest control products, personal care products and portable
lighting. Spectrum Brands' products are sold by the world's top 25 retailers and
are available in more than one million stores in more than 120 countries around
the world.
Contacts:
Investor
Contact:
Carey
Phelps
DVP
Investor Relations & Corporate Communications, Spectrum Brands
(866)
338-2415
Media
Contact:
Kekst
and Company for Spectrum Brands
Michael
Freitag or Victoria Weld
(212)
521-4800