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:
August 17, 2007
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(Date of earliest event reported)
SPECTRUM BRANDS, INC.
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(Exact Name of Registrant as Specified in Charter)
Wisconsin 001-13615 22-2423556
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(State or other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
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(Address of principal executive offices, including zip code)
(770) 829-6200
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last 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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 20, 2007, the Company announced that Mr. Jones voluntarily
resigned from his position as the Company's non-executive Chairman of the Board
and as a director, effective August 17, 2007.
On August 20, 2007, the Company announced that, effective upon Mr. Jones'
resignation as non-executive Chairman of the Board, John D. Bowlin, a current
director of the Company, was appointed as non-executive Chairman of the Board.
In connection with Mr. Bowlin's appointment, the Company will increase Mr.
Bowlin's annual retainer to $130,000 and provide for an annual grant of
restricted stock of the Company equal to the lesser of (i) 10,000 shares and
(ii) the number of shares with an aggregate fair market value equal to $85,000.
Mr. Bowlin, age 56, has served as one of the Company's directors since May
2004. Mr. Bowlin served as President and Chief Executive Officer of Miller
Brewing Company, a subsidiary of SABMiller plc, from 2002 to 2003. From 1985 to
2002, Mr. Bowlin served in a variety of senior executive positions at Philip
Morris Companies, Inc., including Chief Executive Officer of Miller Brewing
Company from 1999 to 2002; President and Chief Executive Officer of Kraft Foods
International from 1996 to 1999; President and Chief Operating Officer of Kraft
Foods North America from 1994 to 1996; President and Chief Operating Officer of
Miller Brewing Company from 1993 to 1994; and President of Oscar Mayer Food
Corporation from 1991 to 1993. From 1974 to 1991, he held positions of
increasing responsibility at General Foods Corporation. Mr. Bowlin is a member
of both the Company's Audit Committee and Nominating and Corporate Governance
Committee. None of the above-named companies is a parent, subsidiary or other
affiliate of the Company.
A copy of the press release announcing Mr. Jones' resignation and Mr.
Bowlin's appointment is attached hereto as Exhibit 99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release dated August 20, 2007 issued by Spectrum Brands, Inc. to
announce Mr. Jones' resignation and Mr. Bowlin's appointment.
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.
Date: August 20, 2007 SPECTRUM BRANDS, INC.
By: /s/ Anthony L. Genito
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Name: Anthony L. Genito
Title: Senior Vice President, Chief
Financial Officer and Chief
Accounting Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated August 20, 2007 issued by Spectrum Brands, Inc. to
announce Mr. Jones' resignation and Mr. Bowlin's appointment.
Exhibit 99.1
John D. Bowlin Appointed Chairman of the Board at Spectrum Brands
ATLANTA--(BUSINESS WIRE)--Aug. 20, 2007--Spectrum Brands, Inc. (NYSE: SPC)
today announced the appointment of John D. Bowlin as Chairman of the Board. Mr.
Bowlin replaces David A. Jones, who is resigning his position as a director
after serving as Chairman of the Board since 1996, and as Chief Executive
Officer from 1996 until May 23, 2007. Mr. Bowlin has been a director of Spectrum
Brands since May 2004 and is a member of the Audit Committee and the Nominating
and Corporate Governance Committee.
"The other Board members and I congratulate John on his appointment," said
Kent Hussey, chief executive officer of Spectrum Brands. "We appreciate his
continued service to the company and believe Spectrum will benefit significantly
from his leadership and extensive experience at some of the world's largest
consumer products companies as we continue to make progress on our strategy to
improve operational performance while reducing our leverage and interest burden.
I look forward to working closely with him as Spectrum addresses the challenges
and opportunities ahead."
Mr. Hussey continued, "Dave Jones' entrepreneurial leadership and guidance
over the past eleven years have been a driving force behind the growth of
Spectrum Brands into the world-class consumer products company that it is today.
On behalf of the entire Board and the employees and customers at Spectrum, we
thank him for his leadership and contributions as chairman and CEO and wish him
well in his future endeavors."
Mr. Bowlin has over 30 years of managerial and operational experience in
the consumer products industry. Most recently, he was president and chief
executive officer of SABMiller PLC from 2002 to 2003. Prior to that, he held
several senior executive positions at Phillip Morris Companies, Inc., including
serving as chief executive officer of Miller Brewing Company from 1999 to 2002,
president and chief executive officer of Kraft Foods International from 1996 to
1999 and as Kraft North America's president and chief operating officer from
1994 to 1996, and president of Oscar Meyer Food Corporation from 1991 to 1993.
Previously, he held various positions at General Foods Corporation. In addition
to his role at Spectrum Brands, Mr. Bowlin currently serves as a board member at
a number of privately-held companies.
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.
CONTACT: Spectrum Brands
Investor Contact:
Nancy O'Donnell, 770-829-6208
VP Investor Relations
or
Media Contact:
Sard Verbinnen & Co for Spectrum Brands
Victoria Hofstad or Jamie Tully, 212-687-8080