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:

 

 

 

 

 

 

 

 

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:

 

(17 CFR 240.14d-2(b))

(17 CFR 240.13e-4(c))

 

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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On June 6, 2007, Spectrum Brands, Inc. (the “Company”) announced that, following discussions with the Company, Randall J. Steward voluntarily resigned from his position as the Company’s Executive Vice President and Chief Financial Officer effective June 6, 2007. The Company is negotiating the definitive terms of Mr. Steward’s departure. In addition, the Company has agreed that Mr. Steward will continue as an employee of the Company until July 31, 2007 at the salary and with the benefits he currently receives under his Amended and Restated Employment Agreement with the Company, entered into as of April 1, 2005 (the “Employment Agreement”). The Employment Agreement was filed with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s Annual Report on Form 10-K on December 14, 2005.

 

On June 6, 2007, the Company also announced that, effective upon Mr. Steward’s resignation, Anthony L. Genito, the Company’s Senior Vice President and Chief Accounting Officer, was appointed as the Company’s Senior Vice President and Chief Financial Officer. The Company currently anticipates that it will enter into an agreement to provide for additional compensation to Mr. Genito.

 

Mr. Genito, age 50, joined the Company in 2004 and served as Vice President and Chief Accounting Officer before being promoted to Senior Vice President and Chief Accounting Officer. Prior to joining the Company, Mr. Genito was vice president – global supply chain/global quality operations with Schering-Plough Corporation, a pharmaceutical corporation, culminating twelve years with that company in various financial positions of increasing responsibility. He began his career with Deloitte & Touche, an accounting and consulting firm, and holds a bachelor of science in accounting from Mercy College and a masters in business administration from Pace University. Neither Schering-Plough Corporation nor Deloitte & Touche is a parent, subsidiary or other affiliate of the Company.

 

A copy of the press release announcing Mr. Steward’s resignation and Mr. Genito’s appointment is attached hereto as Exhibit 99.1.

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, including, but not limited to, risks and uncertainties relating to the Company’s ability to reach satisfactory agreement with Mr. Steward and Mr. Genito. The Company cautions the reader that actual results could differ materially from the expectations described in the forward-looking statements. 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.

 

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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

99.1     Press Release dated June 6, 2007 issued by Spectrum Brands, Inc. to announce Mr. Steward’s resignation and Mr. Genito’s appointment.

 

 

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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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EXHIBIT INDEX

 

 

 

 

 

 

 

EXHIBIT 99.1

 

SPECTRUM BRANDS ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER

 

Randall Steward Resigns; Anthony Genito to Assume CFO Role

 

ATLANTA, June 6, 2007 – (SPC: NYSE) – Spectrum Brands, Inc. today announced the promotion of Anthony L. Genito, 50, to the position of senior vice president and chief financial officer. As CFO, Genito reports to Kent Hussey, Spectrum Brands’ chief executive officer, and is responsible for the company’s financial functions including accounting, treasury, tax and financial planning. Genito succeeds Randall J. Steward, 52, formerly executive vice president and chief financial officer, who has resigned to pursue other professional and personal interests.

 

“Randy Steward has been a key leader in Spectrum Brands’ growth and transformation during the past nine years,” said Hussey. “We thank him for his many valuable contributions to the company and wish him well. I am confident that the people, processes and organization he has put in place will result in a smooth transition for Tony into his new role.”

 

“Tony has a strong financial background, and in his three years with Spectrum Brands he has developed a deep understanding of our business and earned a solid reputation throughout the company,” continued Hussey. “He is ideally suited to take on the critical role of chief financial officer at this point in the evolution of the company and I look forward to working in partnership with him to move forward on our strategy to build value for shareholders.”

 

Genito, who has over 27 years of management, finance and operational experience, most recently served as the company’s senior vice president finance and chief accounting officer. Prior to joining Spectrum, Genito was vice president – global supply chain/global quality operations with Schering-Plough Corporation, culminating twelve years with that company in various financial positions of increasing responsibility. He began his career with Deloitte & Touche. Genito holds a B.S. in Accounting from Mercy College and an M.B.A. from Pace University and is a certified public accountant.

 

 

Forward Looking Statements

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 from these statements as a result of (1) changes 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, (2) changes in consumer demand for the various types of products Spectrum Brands offers, (3) changes in the general economic conditions where Spectrum Brands does business, such as interest rates, currency exchange rates, inflation, consumer spending and raw material costs, (4) the company’s ability to successfully implement manufacturing, distribution and other cost efficiencies, and various other factors, including those discussed herein and those set forth in Spectrum Brands’ securities filings, including the most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

About Spectrum Brands, Inc.

Spectrum Brands is a global consumer products company and a leading supplier of batteries, portable lighting, lawn and garden products, household insect control, shaving and grooming products, personal care products and specialty pet supplies. Spectrum Brands' products are sold by the world's top 25 retailers and are available in more than one million stores in 120 countries around the world. Headquartered in Atlanta, Georgia, Spectrum Brands generated net sales of $2.5 billion in fiscal 2006 and has approximately 8,400 employees worldwide. The company's stock trades on the New York Stock Exchange under the symbol SPC.

 

Investor Contact:

Nancy O’Donnell

VP Investor Relations, Spectrum Brands

770-829-6208

 

Media Contact:

Sard Verbinnen & Co for Spectrum Brands

Victoria Hofstad or Jamie Tully

212-687-8080